END-USER ZYNCHRO USE AGREEMENT
This Software Use Agreement is made and effective on the date of
purchase or the date of first use and activation, between
ZYNCHRO SYSTEM, LLC, a Company organized and existing
under the laws of the Texas, with its head office located at 5936
Mossbrook Tr, Dallas, Texas 75252 and the
USER.
ZYNCHRO is a trademark existing and registered. ZYNCHRO
SYSTEM, LLC, is the owner to all rights of the computer software and
related application that can be used by the USER under the common
understanding of Software as a Service, under the
conditions set forth in this Agreement. United States of America
copyright laws and international treaties protect the Software and
Application developed, therefore must be treated like any other
copyrighted material.
By entering this agreement the USER accepts that ZYNCHRO SYSTEM, LLC
hereby grants a non-exclusive authorization to use the software and the
resulting application, subject to the terms and conditions hereinafter
set forth and grant the USER a nonexclusive permission to use the
application on one single player or device. This use is not transferable
to any other party or contract.
For the use, the software and application the USER shall pay an annual
fee previously accorded and paid completely in advanced plus the
applicable taxes. Annual fees are not refundable.
Price may change, and is set by ZYNCHRO SYSTEM, LLC with no previous
notice.
The User must activate the Application before its use, therefore it is
the USER responsibility to activate the Application, and must pay the
annual fee on the date of purchase.
ZYNCHRO SYSTEM, LLC may change, modify or upgrade, the software and
resulting application, in any time and is not liable for any data loss
of any material uploaded to the application or related to the use of the
application or software. The video processing for wall deployment is
"First In, First Serve", being all video processing of all the Licensees
on a queue.
The USER hereby warranties that any material uploaded or used in
relation or with the software and application, are Licensed Materials,
and its used under the sole and only responsibility of the USER,
therefore will not infringe any existing copyright, trade secret, patent
or trademark rights of any third party.
ZYNCHRO SYSTEM, LLC shall have the right to immediately terminate this
agreement if USER fails to perform any obligation acquired under the
terms of this agreement, specially if there is any kind infringement of
any existing copyright, trade secret, patent or trademark rights of any
third party. USER agrees to indemnify and hold harmless ZYNCHRO SYSTEM,
LLC and its subsidiaries or affiliates under its control, and their
directors, officers, employees and agents, against any and all losses,
liabilities, judgments, awards and costs (including legal fees and
expenses) arising out of or related to any claim that USER has used or
is in possession of any data uploaded or used in connection to the
Software and Application which infringes or violates the copyright,
trade secret or other proprietary right of any third party. ZYNCHRO
SYSTEM, LLC shall defend and settle at its sole choosing all suits or
proceedings arising out of the foregoing, all of which will be
reimbursed by USER.
ZYNCHRO will operate with the material, media or photographs introduced,
programmed or up loaded by the USER, which under this agreement includes
a 15GB annual transfer, and for any additional needs, the user shall pay
a $9.00 fee for any additional 10 GBs blocks annually. Zynchro cloud
storage per license is 16GB.
Analytics data will be store on the server for six months.
The user can download anytime during the six months period the
analytics data via CSV files via FTP to store the data as needed.
Each party agrees that it shall not disclose to any third party any
information concerning the customers, trade secrets, methods, processes
or procedures or any other confidential, financial or business
information of the other party, which it learns during the course of its
performance of this Agreement, without the prior written consent of such
other party. This obligation shall survive the cancellation or other
termination of this Agreement.
Unless otherwise expressly stated herein, ZYNCHRO SYSTEM, LLC shall not
be liable if the USER decides to end the use of the Software and
resulting Application, before the due date of the annual payment, or for
any consequential damages arising out of breach of this Agreement.
This Agreement shall be governed by and construed under the laws of the
State Texas, and the parties consent and agree that all legal
proceedings relating to the subject matter of this Agreement shall be
maintained in courts sitting within the city of Dallas in the State of
Texas.
The failure by any party to exercise any right provided for herein shall
not be deemed a waiver of any right hereunder.