Terms and Conditions for Oxygen XML Beta Program

THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AND ENFORCEABLE AGREEMENT BETWEEN YOU AND SYNCRO SOFT SRL (“SYNCRO“) AND IS EFFECTTIVE AS THE DATE OF ACCEPTANCE INTO THE BETA PROGRAM OF YOU BY SYNCRO. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, ABANDON THE BETA PROGRAM REGISTRATION PROCESS AND DO NOT INSTALL OR USE BETA TEST MATERIAL. In addition, if this Agreement is being agreed to by a company or other legal entity, then the person agreeing to this Agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.

By agreeing to participate in the Oxygen XML Beta Program, you are agreeing to all the following:

1 Beta Test Material

All materials, services, products, and features (including, but not limited to, specifications and other technical information, and all updates or revisions thereto) provided by Syncro in connection with this Beta Program shall be referred to in this Agreement as the "Beta Test Material".

2 License

Subject to these terms and conditions, upon your enrollment in the Beta Program, you will be granted a non-exclusive, non-sublicensable, revocable, limted-term license to access and use the Beta Test Material solely for Your internal, non-productive business purposes, and solely to evaluate the technical and commercial viability of the Beta Test Material and to determine whether the features of the Beta Test Material perform as designed and are useful.

You agree not to a) use the Beta Test Material to process production data or with data or information that has not been backed up; b) decompile, disassemble, reverse engineer or otherwise attempt to derive the Beta Test Material's source code from object code, except to the extent expressly permitted by applicable law or treaty despite this limitation, or c) use the Beta Test Material to enable, support or otherwise aid the development of technology competitive with the Beta Test Material.

3 Confidentiality

You acknowledge that as a beta tester,you may have access to, and Syncro may disclose to You, certain valuable information belonging to and relating to Syncro which Syncro considers confidential. You hereby agree that you shall not disclose any information relating to the Beta Test Material including, but not limited to, its existence, name, sales and marketing plans, design and performance capabilities, the results of any performance/benchmark tests, any authorization codes or license keys, and other trade secrets ("Confidential Information") to third parties without the prior written permission from Syncro [or use such Confidential Information for your own benefit or for the benefit of third parties].

This confidentiality obligation does not apply to the disclosure of Confidential Information which (a) is or comes into public domain, except through breach of the confidentiality obligation under this clause; (b) comes lawfully into your possession from a third party who is not bound by a confidentiality obligation relating to such Confidential Information; (c) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, or any law, provided that you will promptly notify Syncro in writing, or (d) is disclosed by you with Syncro’ prior written consent.

4 Support and Updates

During your participation in the Beta Program, Syncro is not obligated to provide you with any maintenance, technical or other support for the Beta Test Material. You are free to submit general enquiries to us, however we are under no obligation to answer them or to provide support.

You acknowledge that Syncro has no express or implied obligation to announce or make available a commercial version of the Beta Test Material to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Beta Test Material licensed hereunder. Nothing in this Agreement shall be deemed to convey to you the rights to use such commercially released version. Use of such commercial version shall be subject to its corresponding license agreement or such other terms and conditions as Syncro requires in connection with such version.

5 No Conflict Of Interest

You represent that neither you nor any member of your team is an employee or representative of any competitor of Syncro. "Competitor" means any person, firm, corporation, or other entity that provides products or services or has any significant or material business, in XML technologies field.

6 Third Party Software

The Beta Test Material may contain or use certain software that is owned by third parties ("Third Party Software"). Third Party Software is subject to terms and conditions other than those in this Agreement. You agree to comply with the terms and conditions of the relevant Third Party Software licenses. A list of Third Party Software can be provided upon request.

7 Feedback

Any feedback, ideas, modifications, suggestions, improvements and the like made by You with respect to the Beta Test Material ("Feedback") will be the sole property of Syncro. You agree to assign, and hereby assign, all worldwide right, title and interest in the Feedback and the related intellectual property rights to Syncro [and agree to assist Syncro, at Syncro's expense, in perfecting and enforcing such rights]. Syncro may disclose or use Feedback for any purposes whatsoever without any obligation to you, and Syncro shall have no confidentiality obligations with respect thereto. You agree that Syncro may copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback, for any and all commercial and non-commercial purposes.

You agree that: you will not give Syncro any Feedback that you have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party.

8 Warranty Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT THE BETA TEST MATERIAL IS IN AN EARLY STAGE OF DEVELOPMENT, IS EXPERIMENTAL AND THAT SYNCRO DOES NOT WARRANT THE BETA TEST MATERIAL IN ANY WAY, INCLUDING BUT NOT LIMITED TO PERFORMANCE OR FEATURES OF THE BETA TEST MATERIAL. ALL WARRANTIES REGARDING THE BETA TEST MATERIAL, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY SYNCRO.

THE BETA TEST MATERIAL IS PROVIDED AND ACCEPTED “AS IS” FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE BETA TEST MATERIAL FOR ANY REASON. YOU AGREE TO USE THE BETA TEST MATERIAL WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF DATA, HARDWARE, AND SOFTWARE IN THE SOFTWARE'S OPERATING ENVIRONMENT.

9 Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL SYNCRO OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR THE USE OF THE BETA TEST MATERIAL, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO LOSS OR INACCURACY OF DATA, INTERRUPTION OF USE, LOSS OF PROFITS OR REVENUE, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF SYNCRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10 Term of the Agreement

Your enrollment in the Beta Program and your license to use the Beta Test Material shall terminate at the end of the Beta Test period. Upon completion of the Beta Program, Syncro shall notify you via the email address as provided to Syncro at the time of registration and/or by posting a general message to the the administrative mailing list for the applicable Beta Program. At that time the license granted to you pursuant to this Agreement shall terminate immediately and you shall immediately discontinue use and/or testing of all copies of the Beta Test Material.

We reserve the right to terminate your enrollment in the Beta Program prior to the end of the Beta Test Period if you commit a material breach of this Agreement. In such case,You shall destroy all copies of the Beta Test Material in your possession or control, including all working and backup copies.

Any and all obligations which either expressly or by their nature continue beyond the termination, cancellation or expiration of the Beta Test Period or your license shall survive termination under this Section 10.

11 Privacy

When submitting your application to enroll in the Beta Program and when downloading and using the Beta Test Material you may be required to provide certain personal information including, but not limited to, your name and email address. Under certain circumstances we may also obtain details about you computer IP and MAC addresses. For purposes of this Beta Program, you also agree to allow Syncro to contact you using the personal contact information you have provided, such as your name, and email address. All data collected and held by us will be governed by our Privacy Policy located at https://oxygenxml.com/privacy_policy.html.

12 General Regulations

Transferability.You may not transfer or assign the rights under this Agreement to another person or entity. Any attempted transfer or, assignment not in compliance with the foregoing shall be void and of no effect.

Governing Law. Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Romania. In the event of any disputes arising out of the interpretation or performance of this Agreement, the parties shall endeavor to settle the matter out of court prior to any court action. If no agreement can be reached to settle a dispute concerning the interpretation or performance of this Agreement, the competent courts of Romania shall have exclusive jurisdiction.

Exporting Restrictions. Beta Test Materials provided to you may be subject to United States and/or European Union Export Restrictions. You agree not to export or re-export any BetaTest Material or accompanying documentation in violation of any applicable laws and regulations of the United States or European Union or the country in which you obtained them.

Amendments: Syncro reserves the right to update these terms and conditions at any time. In the event that modifications are made, we will send you an email detailing the modifications. If you do not agree to be bound by any modified terms and conditions we may introduce, you should immediately cease using the Beta Test Material upon publication of those terms and conditions and inform us that you wish to leave the Beta Program.

No Waiver. The waiver or failure of either party to exercise any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.

Entire Agreement. This Agreement constitutes the entire and only agreement between the parties for Beta Test Material and all other prior negotiations, representations, agreements, and understandings are superseded hereby.