The Software License Agreement governing subscription access to the SYNE platform, Support and Maintenance, and any Additional Services.
This SYNE Software License Agreement (the "Agreement") governs your subscription to and use of the SYNE platform as a hosted, multi-tenant Software-as-a-Service offering ("Software"), together with any Support and Maintenance and Additional Services, and any future Order that references this Agreement. It is between you and SYNE, Inc. ("SYNE," "we" or "us"). If you are entering into this Agreement on behalf of a company, government body or other organisation, "you" refers to that organisation, and you confirm you have authority to bind it.
The "Effective Date" of this Agreement is the earlier of your initial access to the Software or the effective date of the first Order referencing this Agreement. By accessing or using the Software, or by accepting an Order that references this Agreement, you agree to be bound by its terms. If you do not agree, do not access or use the Software.
This Agreement governs your subscription to the Software, any Support and Maintenance, and any Additional Services, together with each Order, the SYNE Policies, and any Product-Specific Terms referenced below. The Software is accessed as a hosted service; nothing in this Agreement should be read as granting rights to install or operate the Software on your own infrastructure unless expressly stated in your Order.
You must register for an account to place Orders or access the Software, and your registration information must be accurate, current and complete. Only Authorized Users - individuals you designate, such as your employees, contractors or agents acting on your behalf - may access and use the Software. Pricing and available functionality may vary by the type of Authorized User your Order specifies (for example, standard users versus administrators).
You are responsible for compliance with this Agreement by all Authorized Users, including what they do with your data, and for all fees incurred through their use. All use of the Software must be solely for your own or your Affiliates' benefit and within your Scope of Access.
Where a product feature is designed for it - for example, a supplier-facing view within SYNE Trust, or a borrower-facing view within Green Finance - you may grant limited rights to your own customers or counterparties ("Secondary Users") to view and interact with the relevant resources. You may not grant Secondary Users administrator or configuration-level access, or permit their use of the Software for purposes unrelated to supporting your own business relationship with them.
You are responsible for Secondary Users as Authorized Users under Section 2, and are solely responsible for your own relationship with them. SYNE has no direct warranty, indemnity or other obligation to Secondary Users.
Subject to this Agreement, SYNE grants you a non-exclusive, non-sublicensable, non-transferable right to access and use the Software during the applicable License Term, for your own business purposes, in accordance with your Scope of Access, the Documentation and applicable law.
Except as expressly permitted, you will not: (a) reproduce, modify or create derivative works of the Software; (b) rent, lease, resell, sublicense or provide access to the Software to a third party outside the Authorized User and Secondary User framework above; (c) incorporate the Software into a product or service you offer to third parties; (d) circumvent access controls, license limits, or other mechanisms intended to limit use; (e) reverse engineer, decompile or otherwise attempt to derive the source code, underlying risk models, or non-public APIs, except to the extent applicable law expressly permits (and then only after advance notice to us); (f) remove proprietary notices from the Software; (g) use the Software for competitive analysis or to build a competing product; or (h) publicly disseminate performance benchmarks of the Software without our consent.
Your Order specifies your Scope of Access - for example, the specific products (such as SYNE Climate Risk Management, Enterprise Sustainability, SYNE Trust, SYNE One or SYNE Plus), the number and type of Authorized Users, and any entity, geographic or field-of-use restrictions. Some products may carry additional Product-Specific Terms; by accessing a product subject to such terms, you agree to them.
You are responsible for ensuring your own systems and network meet the requirements needed to access the Software; SYNE is not responsible for issues caused by third-party hardware, software or connectivity outside our control.
You may choose to connect third-party products or services to the Software, including through the integrations described on our Developer Hub Pricing. Your use of any such third-party product is governed by your separate agreement with that provider. If you enable a third-party integration, you acknowledge that the third-party provider may access, transmit or store your data as needed for interoperability. SYNE is not responsible for the security, privacy or availability practices of third-party products, and disclaims liability for their acts or omissions.
SYNE collects and uses data in connection with your and your Authorized Users' use of the Software in accordance with our Privacy Policy, which you acknowledge.
During the period for which the applicable Support and Maintenance fee has been paid, SYNE will provide Support and Maintenance for the Software, including access to New Releases as and when available.
You may separately purchase Additional Services - such as Professional Services advisory engagements, implementation support, or Technical Account Manager services - under a corresponding Order. Additional Services are subject to the same usage rights and restrictions as the Software unless a separate statement of work specifies otherwise. SYNE retains all rights in any materials, deliverables or developments provided as part of Additional Services, except to the extent your Order states otherwise.
Your License Term, and any Support and Maintenance period, is set out in your Order and commences on the Order date unless otherwise specified. Unless you have selected automatic renewal, renewals must be mutually agreed in writing. We will enable access to your account no later than when payment of applicable fees is received; all delivery under this Agreement is electronic.
You will pay all fees by the due dates and in the currency specified in your Order. Except as set out in Section 10 (Return Policy) and Section 19 (IP Indemnification), fees are non-refundable, non-cancelable and non-creditable once paid. Fees exclude applicable taxes and duties, which you are responsible for in addition to the fees stated in your Order, subject to any exemption documentation you provide. Increasing your Scope of Access during your License Term (for example, adding Authorized Users or products) is subject to additional fees as set out in a new Order.
You may terminate your initial Order for the applicable Software, for any reason, by providing notice within thirty (30) days of the Order date. In that case, SYNE will disable the relevant licenses and, at your request, refund the amount paid under that Order. This right applies only to your initial Order for a given product, within the window above, and does not apply to Additional Services.
We may make certain Software available at no charge, including free sandbox access such as that described on our Developer Hub, trial use, or pre-release ("Beta") features (together, "No-Charge Software"). No-Charge Software is provided for the License Term we designate, subject to any additional terms we specify, and remains subject to the restrictions in Section 4 above.
Beta features are still under development, may be incomplete or contain more errors than generally available Software, and we make no commitment that any Beta feature will become generally available. To the maximum extent permitted by law, we disclaim all Support and Maintenance, warranty and indemnity obligations for No-Charge Software, and our maximum aggregate liability in respect of No-Charge Software will not exceed US$100. We may terminate access to No-Charge Software at any time in our discretion.
Access to SYNE's APIs, SDKs and other developer assets described on our Developer Hub is governed by the applicable Developer Terms referenced there, and not by this Agreement, except where the Developer Terms expressly incorporate provisions of this Agreement.
At our reasonable request, you agree to certify that your use of the Software complies with this Agreement, including your Scope of Access, and to permit us or our authorised agent to audit such use, including that of your Authorized Users, on reasonable notice.
The Software is made available on a limited access basis; no ownership right is conveyed to you regardless of terminology such as "purchase" used elsewhere in our materials. SYNE and its licensors retain all right, title and interest in the Software and underlying SYNE technology, including our risk methodology and models. If you submit feedback or suggestions regarding the Software, you agree SYNE may use it freely, without obligation or compensation to you, and that such feedback is not your Confidential Information.
Each party agrees to protect the other's Confidential Information - code, risk methodology, business and technical information disclosed under this Agreement and identified as confidential, or that should reasonably be understood as such - using no less care than it uses for its own similarly sensitive information, and to use it solely to fulfil its obligations under this Agreement. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already rightfully known to it, or is independently developed without reference to the disclosed information. Confidential Information may be disclosed where required by law, with advance notice to the disclosing party where legally permitted.
This Agreement continues until all License Terms under it expire, unless terminated earlier. Either party may terminate for the other's uncured material breach following thirty (30) days' written notice, or upon the other's insolvency. You may terminate for convenience at any time upon notice, though (except under the Return Policy above) pre-paid fees are non-refundable and any outstanding fees become immediately due.
On termination, your license to the Software ends and you must cease use and delete or return SYNE Confidential Information in your possession. Provisions that by their nature should survive - including restrictions on use, payment obligations, confidentiality, ownership, warranty disclaimers, limitations of liability, IP indemnification, dispute resolution and export restrictions - continue to apply after termination.
Each party represents that it has the authority to enter into this Agreement. SYNE further represents that it will use reasonable commercial efforts to ensure the Software, as provided to you, is free of viruses or other known malicious code.
EXCEPT AS EXPRESSLY SET OUT ABOVE, THE SOFTWARE, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED "AS IS." SYNE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SYNE DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANY RISK SCORE, DISCLOSURE OUTPUT OR OTHER CALCULATION WILL BE ERROR-FREE OR SUITABLE FOR ANY PARTICULAR REGULATORY OR FINANCIAL PURPOSE. ANY STATUTORY WARRANTIES THAT CANNOT LAWFULLY BE DISCLAIMED WILL BE LIMITED TO THE SHORTEST PERIOD AND NARROWEST SCOPE PERMITTED BY LAW.
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY WILL BE LIABLE FOR LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID TO SYNE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
"Excluded Claims" means: (1) amounts owed under an Order; (2) either party's indemnification obligations under this Agreement; and (3) your breach of Section 4 (License Rights & Restrictions). These limitations apply regardless of the legal theory of the claim and survive even if a remedy under this Agreement is found to have failed of its essential purpose.
SYNE will defend you against a third-party claim alleging that the Software, used as authorised under this Agreement, infringes that party's patent, copyright or trademark, or misappropriates its trade secret, and will indemnify you against damages finally awarded or agreed in settlement, provided you give us prompt notice, reasonable cooperation, and the exclusive right to control the defence and settlement. If the Software becomes (or is likely to become) subject to an injunction, we may, at our option: procure your continued right to use it, substitute functionally similar Software, or terminate your right to use the affected Software and refund unused pre-paid fees for the terminated portion of your License Term.
This indemnification does not apply where the alleged infringement arises from your modification of the Software, its combination with non-SYNE products, unauthorised use, or an unsupported release, or where you settle a claim without our written consent. This section states SYNE's sole liability and your exclusive remedy for intellectual property infringement claims relating to the Software.
We may identify you as a SYNE customer in our promotional materials, including case studies of the kind described on our Case Studies page. We will promptly stop doing so upon your written request.
In the event of a dispute arising out of this Agreement, the parties will first attempt to negotiate a resolution in good faith. If unresolved within sixty (60) days, either party may pursue relief as set out below. This Agreement is governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules, and any action arising out of this Agreement will be brought exclusively in the state or federal courts located in Delaware, USA, to whose jurisdiction each party irrevocably submits. Nothing in this section prevents either party from seeking injunctive relief for a breach of intellectual property or confidentiality obligations in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
The Software may be subject to export and import control laws. You agree not to access or use the Software in violation of applicable export or sanctions laws, including laws restricting access by prohibited countries, parties or end-uses (such as nuclear, chemical or biological weapons proliferation), and you represent that you are not subject to such restrictions.
The Software incorporates certain third-party and open-source code licensed to SYNE, used in accordance with the applicable license terms for that code.
We may modify this Agreement from time to time, with notice provided by email, through the Software, or on our website, specifying the effective date. For paid subscriptions, changes to the main body of this Agreement generally take effect at your next renewal; where a change must take effect during your current License Term (for example, to comply with a change in law), you may object within thirty (30) days of notice and terminate the affected Order for a pro-rated refund of pre-paid fees, as your exclusive remedy. Modifications to the SYNE Policies take effect as specified in the updated policy, and will not, considered as a whole, substantially diminish our obligations to you during your then-current License Term, except as required by law.
Notices. Notices under this Agreement must be in writing; we may provide notice by email or through your account, and you may notify us at legal@syne.com, Attn: General Counsel.
Force Majeure. Neither party is liable for delay caused by events beyond its reasonable control, except for your obligation to pay fees.
Assignment. You may not assign this Agreement without our written consent, except to a successor in a merger, acquisition or sale of substantially all assets, with prompt notice to us. We may assign this Agreement, or use Affiliates, agents or contractors to perform our obligations, while remaining responsible for their compliance.
Entire Agreement. This Agreement, together with your Orders, the SYNE Policies and any Product-Specific Terms, is the entire agreement between you and SYNE relating to the Software, and supersedes prior proposals or communications on the same subject. Terms in your own purchase order or business forms have no legal effect on this Agreement.
Severability & Waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force. No delay or failure to exercise a right under this Agreement operates as a waiver of it.
Independent Contractors. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship.
"Additional Services" means Professional Services advisory or consulting, Technical Account Manager services, Support and Maintenance, or other services related to the Software identified in an Order.
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means the power to direct management or the beneficial ownership of more than 50% of voting interests.
"Authorized Users" means individuals you designate to use the Software and for whom applicable fees have been paid, including Secondary Users permitted under Section 3.
"Documentation" means SYNE's standard published documentation for the Software, including materials referenced on our Developer Hub.
"License Term" means the permitted subscription term for the Software as set out in an Order.
"Order" means SYNE's applicable ordering documentation or purchase flow referencing this Agreement, including purchases of Software subscriptions, Support and Maintenance, Additional Services, or renewals.
"Product-Specific Terms" means additional terms applicable to certain Software or Additional Services, as identified at the time of purchase.
"Scope of Access" means your authorised scope of use for the Software as specified in your Order, including the products, number and type of Authorized Users, or other billable units or restrictions.
"Software" means SYNE's commercially available, hosted platform products, including the products described on syne.com and any mobile applications of those products, as specified in your Order.
"SYNE Policies" means SYNE's Privacy Policy, Terms of Use, and any other referenced policies.
See our website Terms of Use, how we handle personal data in our Privacy Policy, or get in touch with a specific licensing question.