Effective October 25, 2019
This Software License Services Agreement (the “Agreement”) is a legal agreement between
you (“You”, “Your”, or “Customer”) and Syncfusion, Inc., a Delaware corporation with its principal place of
business located at 2501 Aerial Center Parkway, Suite 200, Morrisville, North Carolina 27560 (“Syncfusion”). If
you are acting as an individual, “You”, “Your”, or “Customer” will mean that You agree to be bound by these
terms; otherwise, “You”, “Your”, or “Customer” means the business or other entity for which you are obtaining
the Licensed Product and the organization or entity that will be granted the rights and abide by the
restrictions of the Agreement.
This Agreement is specific to Bold Reports On-Premise. This does not provide any license rights
or service rights for any Bold Reports Cloud Services.
Syncfusion licenses its on-premise Customer hosting process with a monthly fee that incorporates
either single tenant or multi-tenant pricing. Additionally, if you need to embed Syncfusion Bold Reports,
additional fees and additional terms will apply. Such terms will be written out in a separate written and signed
agreement. Your right to use any given copy of a Syncfusion Licensed Product or service is generally set forth
in this Agreement.
If You are agreeing to this Agreement either on behalf of Yourself or a company or other legal
entity, You represent that you have the authority to bind such entity. You must also be at least eighteen (18)
years old to agree to these Terms. If You do not have such authority, are not at least eighteen (18), or if You
do not agree with these Terms, you may not use the Services. If You or your organization are subject to the
GDPR, You also accept our Data Processing Agreement, a copy of which can be obtained by contacting Syncfusion at
This Agreement is specific to the Syncfusion On-Premise Reports Platform, hereafter in this
agreement referred to as “the Licensed Product” or “the Services” or “Syncfusion’s On-Premise Reports” or “Bold
Reports” or “Services”.
Syncfusion’s On-Premise Bold Reports Platform provides You the ability to create, view, and share
reports that will give You the ability to report on data and Key Performance Indicators (KPIs).
Carefully read all the terms and conditions of this Agreement prior to downloading, using, or
installing the Licensed Product (as that term is defined below). This Agreement between You and Syncfusion sets
forth the terms and conditions of Your use of the Licensed Product. For the purposes of this Agreement, the
effective date of this Agreement shall be the date upon which You click the “YES” button below.
BY CLICKING THE “YES” BUTTON, YOU ARE ACCEPTING ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THE
TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “NO” BUTTON AND DO
NOT DOWNLOAD, ACCESS, INSTALL, OR OTHERWISE USE THE LICENSED PRODUCT.
IF AFTER READING THIS AGREEMENT YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT
SYNCFUSION VIA EMAIL AT SALES@SYNCFUSION.COM OR BY TELEPHONE AT
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
by each of the parties to this Agreement, and intending to be legally bound, the parties hereby agree as
- The Basics.
This Agreement contains the entire understanding of Syncfusion and Customer and
supersedes all prior written or oral communications between the parties with respect to the subject
matter hereof. This Agreement does not operate as an acceptance of any conflicting terms and
conditions and shall prevail over any conflicting provisions set forth in any Customer purchase
order or any other instruments. By clicking the “YES” button below, Customer acknowledges that it
has reviewed the terms and conditions of this Agreement and all terms incorporated by reference, and
agrees to be legally bound thereby.
In addition, when using the Services, you shall be subject to any posted guidelines,
rules, or terms applicable to such Services, which may be posted from time to time and are subject
to change. All such guidelines, rules, or terms (including without limitation the Syncfusion Data
hereby incorporated by reference into this Agreement. Syncfusion may choose to offer other products
or services that are governed by additional terms and conditions.
Syncfusion reserves the right, at its sole discretion, to modify, discontinue, or terminate
the Services or to modify this Agreement at any time. These Terms can be viewed at any time at https://www.boldreports.com/terms-of-use/on-premise.
If we modify these
Terms, we will provide You with notice
of the modification. By continuing to access or use the Services after we have given notice of a
modification to the Terms, You agree to be bound by the modified Terms. If the modified Terms are not
acceptable to You, You agree to immediately stop using the Services.
- 2.1 Documentation means the softcopy documentation provided by
Syncfusion with the Licensed Program(s), such as softcopy user manuals and online help.
- 2.2 Licensed Product means, collectively, the Licensed
Program(s) and Documentation.
- 2.3 Licensed Program(s) means the Syncfusion Bold Reports
On-Premise program as well as any updates or new versions of the same that may be delivered or made
available by Syncfusion to Customer during the term of this license.
- 2.4 “Personal Data” means any information relating to an
identified or identifiable natural person (“Data Subject”); an identifiable natural person is one
who can be identified, directly or indirectly, in particular by reference to an identifier such as a
name, an identification number, location data, or an online identifier or to one or more factors
specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that
natural person and/or any data considered “personal data” and/or “personally identifiable information”
by any data protection or privacy law or regulation.
- 2.5 User means any individual who: (1) has been supplied with
user identification and a password to access and use the Services on behalf of your organization, or (2)
any individual who has access to Bold Reports, or (3) any Creator, or (4) any individual who can view
any report made with Bold Reports. Users may include but are not limited to your employees, consultants,
customers, contractors and agents, and third parties with whom You transact business.
- 2.6 Creator License means a single copy of an individual named
user license that can be assigned to an individual within Customer’s organization or outside Customer’s
organization to create reports or use the Licensed Programs.
- 2.7 Vendor(s) means the third parties that furnish Syncfusion with portions of the Licensed
Program(s). Certain Vendor software is licensed to be used in conjunction with the Licensed Program(s)
and not for any other use.
Ability to Accept This Agreement. If You are agreeing to this Agreement either on behalf of Yourself
or a company or other legal entity, You represent that You have the authority to bind such entity. You must
also be at least eighteen (18) years old to agree to these Terms. If You do not have such authority, are not
at least eighteen, or if You do not agree with these Terms, You may not use the Services. If You or your
organization are subject to the GDPR, You also accept our Data Processing Agreement. Syncfusion reserves the
right to request proof of age at any stage so that we can verify compliance with this paragraph. In the
event that it comes to our knowledge that a person breaches this paragraph, we may prohibit and block such
user from accessing and/or using the Services. You may not access and use the Services if You are a
competitor of Syncfusion or Syncfusion Bold Reports.
- Service Fee, Prices, and Payment
- 4.1 The service fee (“Service Fee”) is the aggregate of the
monthly fees for the Services selected by Customer. Fees must be paid monthly to continue to possess,
use, or access Syncfusion On-Premise Bold Reports.
- 4.2 The Service Fee is a monthly fee that must be paid to
continue to utilize the Services or possess the Licensed Product.
- 4.3 All payments under this Agreement shall be made in United
States dollars. Charges will be based on the specific plan chosen by the Customer. Each Creator must
have a Creator License.
- 4.4 If You do not pay any monthly Service Fee covering a given
period, Your account will be terminated.
- 4.5 Payment Terms. The payments made to Syncfusion shall be made
on a recurring basis, and shall be charged in accordance with Your plan. All billing cycles are renewed
automatically for the same billing cycle. Fees for the current cycle are based on the prevailing rate on
the first date of such cycle according to the service selected.
- 4.6 All Fees are stated, and shall be paid, in U.S. Dollars, are
non-refundable, and are exclusive of all taxes, levies, or duties, which are Your responsibility.
- 4.7 Withholding Taxes. If You are located in a jurisdiction
which requires You to deduct or withhold taxes or other amounts from any amounts due to us, You must
notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase
the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the
net amount paid to us will not be less than the amount we would have received without the required
deduction or withholding. The available payment methods and the required payment schedule are set forth
in the Order Form.
- 4.8 Payment Processing. You agree to promptly notify us of any
changes to Your billing information. In case You pay with a credit card, You hereby authorize us to
charge Your credit card on a recurring basis for all applicable fees and to store Your credit card
information on our servers and/or on third-party payment processing providers’ servers.
- 4.9 If You are invoiced, all amounts are payable within 30 days
of receiving an invoice. Your payment may be processed through a third-party payment processing service,
and additional terms may apply to such payments. We currently engage a third party for online payment
processing services, and in addition to these Terms, You agree that such third-party terms and
conditions shall apply to Your online payments of the Fees. We reserve the right to use other
third-party payment processing services for such purposes in the future.
- Syncfusion On-Premise Bold Reports
- 5.1 Subject to: (1) the terms and conditions of this Agreement
and (2) continuous payment of the monthly Service Fee, Syncfusion grants each individual who creates
reports or shares reports (collectively “Creator”) or uses the Syncfusion On-Premise Bold Reports
Licensed Product a license for the Services for the term of the subscription services. Each Creator must
be assigned a named-user license, and licenses cannot be transferred between Creators and Users. The
Creator Licenses are non-transferrable, non-exclusive, non-sublicensable named-user licenses to use the
Licensed Product or the Services.
- 5.2 The On-Premise Bold Reports product can be used to build
reports, connect to data sources, view reports , and see data. However, unless You purchase Consulting
Hours, it is up to You to build the reports. Unless you purchase a Managed Data Integration Plan, it is
up to you to manage your data. The Managed Data Integration plan is available under a separate set of
terms and conditions.
- 5.3 Syncfusion does offer Standard Support to answer any general
questions or concerns.
- 5.4 You are fully responsible for how You represent the Data,
the connections of the Data, and how You choose to build reports for the On-Premise Bold Reports
platform. You are responsible for using competent professionals who understand the security risks
associated with data.
- 5.5 You need to have named user licenses for each Creator that
accesses, builds reports, shares reports, or views the On-Premise Bold Reports product or any reports
created with the licensed product.
- 6.1 Customer acknowledges and
agrees that there are additional limitations on accessing the Services.
- (a) Customer must ensure that each individual who creates a
report, shares a report, or shares any part of the Services, any reporter data, any screenshot
of any report, or anything derived from the Services has a license.
- (b) Collectively, every individual Creator has to have a
- (c) Syncfusion will, in its sole discretion, make the final
determination as to the number of User Licenses that Customer must obtain in order to provide
adequate licenses for Customer’s personnel and authorized subcontractors. Usage will be
determined by peak usage.
- (d) Customer acknowledges and agrees that Customer, or anyone
acting on behalf of the Customer, will not reverse engineer the Services or any piece of
technology or product that is incorporated into or links to the Services.
- (e) Customer acknowledges and agrees that a breach of Section 6
is a material breach of the Agreement that will result in termination of the Agreement and all
Customer licensed rights.
- 6.2 You may not, and shall not, allow any individual or any third
party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, display,
transmit, broadcast, transfer, or distribute any portion of the Service or the Sites to any unlicensed third
party, including, but not limited to, your affiliates.
- 6.3 You may not allow any individual, entity, or third party to
circumvent, disable, or otherwise interfere with security-related features of the Sites or Service or
- 6.4 You will ensure no individual, entity, or third party affects
the security features, decompiles or disassembles, decrypts, or attempts to derive the source code of the
Service or Sites, or any components thereof.
- 6.5 You will ensure no individual, entity, or third party copies,
modifies, translates, patches, improves, alters, changes, or creates any derivative works of the Service or
Sites, or any part thereof.
- 6.6 You will ensure no Users use any robot, spider, scraper, or
other automated means to access or monitor the Service or Sites for any purpose.
- 6.7 You will ensure no individual, entity, or third party takes any
action that imposes or may impose (at Syncfusion’s sole discretion) an unreasonable or disproportionately
large load on the Syncfusion infrastructure or infrastructure which supports the Sites or Service.
- 6.8 You will ensure no individual, entity, or third party interferes
or attempts to interfere with the integrity or proper working of the Service or Sites, or any related
- 6.9 You will ensure no individual, entity, or third party uses any
Syncfusion trademarks without our prior written consent.
- 6.10 You will ensure no individual, entity, or third party uses the
Service or Sites to develop a competing service or product.
- 6.11 You will ensure no individual, entity, or third party uses the
Service or Sites in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in
breach of these Terms or any terms and conditions of any third-party product or service.
- 6.12 You will ensure each User has the proper licenses to use the mobile application, to include, but
not limited to, Apple or Android licenses. Customer acknowledges and agrees that this license does not give
any right to use any other mobile service, to include, but not limited to, Android, Google, Microsoft, IOS,
or any license for any specific device.
- 6.13 Syncfusion reserves all rights to the Services not specifically granted herein.
- Onboarding. Syncfusion will provide You with up to three (3) hours
of onboarding services subject to the terms of this Agreement.
- 7.1 Onboarding services shall only be for a brand-new customer
who has never been a Bold Reports customer. Additionally, in order to be a new customer, Your place of
employment must have never had a Bold Reports license.
- 7.2 During such onboarding services, Syncfusion shall provide
up to three (3) hours of training via webinar to help You learn about Your Syncfusion Bold Reports.
- 7.3 Syncfusion will not hold any liability in any form for the
training or use of the product.
- 7.4 All requests with regards to any form of onboarding
services shall require Customer to be in compliance with all federal, state, and local regulations.
- User Name and Password
- 8.1 You must ensure that all individuals who can access the
Services keep their User IDs and passwords for Syncfusion Bold Reports strictly confidential and do not
share any such information with any unauthorized person. In the event You become aware of any
unauthorized use, You are solely responsible for notifying Syncfusion. You are solely liable for the
security of Your User Name and Password.
- 8.2 Account Registration. You will need to register for a
Syncfusion Bold Reports account in order to place orders or access or view any reports or any Services.
Any registration information that You provide to us must be accurate, current, and complete. You must
also update Your information so that we may send notices, statements, and other information to You by
email or through Your account. You are responsible for all actions taken through your accounts.
- Security. Customer acknowledges and agrees that use of Syncfusion
Bold Reports necessarily involves the transmission and storage of data over networks and hardware devices
that are not owned, operated, or controlled by Syncfusion. Syncfusion is not responsible for any
intercepted, lost, altered, stolen, or otherwise modified data that is transmitted or stored across such
networks. By using the products, You accept all risks and agree Syncfusion will not have any liability for
damages or equitable relief in any way.
- 10.1 License. While using the Service, Users may transmit or
store certain content, data, or information to the Service, such as numbers, statistics, figures,
representations, text, and information processed through the Service, or submissions made through the
support for the Service (“Data”). The devices and the methods of transmission are outside of
Syncfusion’s control, and Syncfusion holds no liability in any form. Moreover, if you make a public
report or share a report, You (or Your organization) are providing anyone with access rights to see the
data. Syncfusion has no liability in any form for any Data you share through the Service.
- 10.2 You must ensure that at all times Your use and storage are
compliant with federal, state, and local laws and regulations. You represent and warrant that (1) You
have obtained all of the necessary rights, releases, and permissions to provide any and all of Your Data
to Syncfusion and (2) Your data was transferred with informed consent in such a way that does not
violate any law or regulation or the rights of any third party. Syncfusion assumes no responsibility or
liability for any of Your data, and You shall be solely responsible for the consequences or results of
using, disclosing, storing, or transmitting it.
- 10.3 Responsibility. You represent and warrant that You have
obtained the rights to all of the rights, including intellectual property rights, subsisting in the Data
submitted by You, and You have the right to provide the Data and the license granted in these Terms to
use such Data as stated in this Agreement.
- 10.4 Security. Syncfusion agrees, during the Term, to implement
reasonable security measures to protect Data and will, at a minimum, utilize industry standard security
procedures. However, because of the nature of the Service, which combines public and private information
that is conveyed over the public internet on devices outside of Syncfusion’s control, then to the
maximum extent permitted by law: (i) Syncfusion shall not be held liable for any damage caused as a
result of Your use of the Service, its unavailability, or any error or faults in the Service and (ii)
You alone shall be responsible and liable for the maintenance and backup of all Your Data and (iii) You
will be responsible for any usage or breach of any Data rule, regulation, or restriction, to include but
not limited to any GDPR restriction.
- 10.5 Sensitive Data That Cannot Be Submitted. Customer acknowledges and agrees that Customer
will not submit to Syncfusion (1) any personal identifiable information, (2) any patient, medical, or
other health information or protected health information that is regulated by any law or regulation, (3)
any other data that is protected by any law or regulation, or (4) any data that creates any liability or
damages for Syncfusion. Syncfusion, at its sole discretion, can delete data or files at any time.
- Misuse of the Services. You agree not to misuse the Syncfusion services (“Services”) or help anyone
else to do so. For example, you must not even try to do any of the following in connection with the
- (a) probe, scan, or test the
vulnerability of any system or network;
- (b) breach or otherwise circumvent any security or
- (c) access, tamper with, or use non-public areas or parts of
the Services, or shared areas of the Services You have not been invited to;
- (d) interfere with or disrupt any user, host, or network, for
example by sending a virus to, overloading, flooding, spamming, or mail-bombing any part of the
- (e) access, search, or create accounts for the Services by any
means other than our publicly supported interfaces (for example, by “scraping” or creating
accounts in bulk);
- (f) send unsolicited communications, promotions,
advertisements, or spam;
- (g) send altered, deceptive, or false source-identifying
information, including by “spoofing” or “phishing”;
- (h) promote or advertise products or services other than your
own without appropriate authorization;
- (i) circumvent storage space limits;
- (j) upload anything or any data with or relating to children;
- (k) upload anything or any data with or relating to medical
- (l) sell the Services unless specifically authorized to do so;
- (m) publish or share materials that are unlawfully pornographic
or indecent, or that contain extreme acts of violence;
- (n) advocate bigotry or hatred against any person or group of
people based on their race, religion, ethnicity, sex, gender identity, sexual preference,
disability, or impairment;
- (o) harass or abuse Syncfusion personnel or representatives or
agents performing services on behalf of Syncfusion;
- (p) violate the law in any way, including by storing,
publishing, or sharing material that is fraudulent, defamatory, or misleading;
- (q) violate the privacy or infringe the rights of others.
- (r) You acknowledge and agree Syncfusion can remove Your content at any time at its sole
- Additional Licenses.
- 12.1 You may need to obtain additional licenses to connect the
Services to a data source even in instances where Syncfusion provides a working data access framework to
connect to such data sources. As an example, if You are attempting to connect to Salesforce, Syncfusion
offers this functionality; however, You must have adequate Salesforce licenses. No third-party licenses
are included with this agreement.
- 12.2 You acknowledge and agree that the Services do not come
with access to any data connection source or any third-party product, to include, but not limited to,
any Oracle, Salesforce, Google, Microsoft, or Adobe licenses.
- 12.3 Customer agrees that in the event of any third-party claim about any third-party licenses,
Syncfusion will have no liability to the Customer in any form. Customer further agrees that Customer
will fully indemnify Syncfusion in the event the third party files any claim regarding any Customer use
of a third-party product in connection with the Service without Customer obtaining proper licenses.
- License Grant.
- 13.1 Subject to the terms and conditions of this Agreement,
Syncfusion hereby grants to Customer a limited, non-exclusive, non transferable, non-sublicensable,
named-user Creator License to the Licensed Product. All use of the Licensed Program(s) by Customer shall
be made solely in accordance with the Documentation.
- 13.2 The term of each Software license (“Subscription License
Term”) is 1 year (which is paid monthly) from the Effective Date of the Agreement. Unless
specified in the Agreement, all subscriptions will renew automatically for periods equal to your initial
Subscription Term unless you cancel your account by contacting email@example.com. If you cancel, your subscription will
terminate at the end of then-current billing cycle, but you will not be entitled to any credits or
refunds for amounts accrued or paid prior to such termination.
- 13.3 Electronic Delivery. All Software and Documentation shall be delivered by electronic means
unless otherwise specified on the applicable ordering document. Software shall be deemed delivered when
it is made available for download (“Delivery”).
- 13.4 Syncfusion reserves all rights to the Licensed Product not specifically granted herein.
- 13.5 The Bold Reports Embedding SDK is not licensed under this
agreement. Please contact Syncfusion for licensing terms for this product.
- 13.6 Customer acknowledges and agrees that it must obtain
licenses from Microsoft® for any and all software products reasonably required for any software
developer to operate in a Windows® environment.
- 13.7 Customer acknowledges and agrees that Customer may need to
install Phantom JS. This is a separate installation not licensed by this agreement, and Syncfusion holds
no liability in any form. You should check the terms of Phantom JS prior to choosing to install it.
- 13.8 Customer acknowledges and agrees that the Licensed Product
may contain open source components that are subject to the terms of open source licenses. A list of such
open source components, and links to their licenses, are listed in Appendix A. This list can be changed
or updated without notice. Syncfusion provides these internet links for Customer’s convenience only and
makes no representation or warranty of any kind with regard thereto. Customer acknowledges and agrees
that Customer remains solely liable for any claims that arise from Customer’s incorporation of the open
source components into Customer’s products and that Syncfusion shall have no liability whatsoever under
- 13.9 Syncfusion reserves all rights to the Licensed Product not
specifically granted herein.
- Title: No title to or ownership in the Licensed Product or Services
is transferred to Customer. Title to and all applicable rights in patents, copyrights, trademarks, and trade
secrets in the Licensed Product or Services shall remain in Syncfusion or third parties from whom Syncfusion
has obtained rights to license the Licensed Product. The Licensed Product provided hereunder, including the
ideas, concepts, know-how, and technology contained therein, is proprietary and confidential to Syncfusion
and its Vendors and contains trade secrets of Syncfusion and its Vendors. Customer agrees to be bound by and
observe the proprietary, confidential, and trade secret nature thereof as herein provided. Customer agrees
to take appropriate action by instruction or agreement with its employees who are permitted access to the
Licensed Product to fulfill its obligations hereunder. Except as may be permitted in writing by Syncfusion,
Customer shall not provide, or otherwise make available, the Licensed Product or copies thereof to any third
- Term and Termination.
- 15.1 The license rights granted under this Agreement shall be
for a period commencing at the earlier of (i) the payment of the license subscription fee or (ii)
initial download of or access to the Licensed Product, excluding updates.
- 15.2 The license will continue until either (i) the subscription
expires, or (ii) the subscription license terminates.
- 15.3 Evaluation use shall be for less than thirty (30) days.
- 15.4 Syncfusion shall have
the right to terminate Customer’s license if Customer fails to pay any required license fee(s)
or otherwise fails to comply with the license terms and conditions set forth herein. In the
event that Customer’s failure to comply with the license terms and conditions is not
payment-related or a material breach of the Agreement, Syncfusion shall give written notice to
Customer of such default, and if such default has not been remedied within thirty (30) days
after such notice, the license granted hereunder shall terminate. Specific termination timelines
are as follows:
- 15.4.a.1 In the event Customer fails to renew the
subscription, then all licensed rights granted under this Agreement will immediately
terminate, and Syncfusion shall not be required to give any written notice of such
- 15.4.a.2 In the event that Customer has failed to pay any
required fee(s), whether an initial license fee or fee for additional licenses or any other
services, Syncfusion shall give written notice to Customer of such default, and if such
default has not been remedied in full within five (5) days of such notice, all licenses
granted hereunder are hereby automatically revoked without further notice.
- 15.4.a.3 Once any licenses are revoked for failure to pay license fees, all use of the
Licensed Product, including other products or products licensed from Syncfusion under prior
agreements, shall be strictly prohibited. Syncfusion shall not be required to give any
written notice in the event that Customer’s material breach of this Agreement results in the
immediate termination of the license granted under this Agreement.
- 15.5 Customer agrees, upon expiration of the license term or
upon termination for any reason, that Customer shall immediately return or destroy the Licensed
Program(s), Services, all reports made with the Licensed Products or Services, to include from all
Creators, Users, computers, devices, and within the Customer’s possession, and copies thereof as
directed by Syncfusion and, if requested by Syncfusion, to certify in writing and provide suitable
evidence as to the destruction or return of the Licensed Product and all copies thereof. Upon
termination, Customer will have no rights to possess or distribute the Licensed Product or Services or
any report made with the licensed product.
- 15.6 Sections 14, 15, 16, 17, and 18 of this Agreement shall
survive the expiration or termination of Customer’s license and this Agreement.
- 16.1 THE SERVICES PROVIDED TO CUSTOMER HEREUNDER ARE PROVIDED TO
YOU “AS IS” AND WITHOUT ANY WARRANTY OR INDEMNIFICATION OF ANY KIND. ACCORDINGLY, CUSTOMER ACKNOWLEDGES
AND AGREES THAT CUSTOMER SHALL REMAIN SOLELY LIABLE FOR ANY CLAIMS THAT MAY ARISE FROM CUSTOMER’S USE OF
THE SERVICES, REGARDLESS OF WHETHER SUCH CLAIMS ARISE ALONE OR IN CONNECTION WITH ANY OTHER PRODUCTS
PROVIDED BY SYNCFUSION. FOR THE AVOIDANCE OF DOUBT, CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT
SYNCFUSION SHALL HAVE NO LIABILITY TO CUSTOMER WHATSOEVER UNDER ANY CIRCUMSTANCES RELATED TO THE
- SYNCFUSION DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF
THE SITES OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE
SITES OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
- 16.2 SYNCFUSION OFFERS NO WARRANTY REGARDING THE RELIABILITY OF
THE PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY: (I) THAT THE SERVICE,
INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK, OR PREVENT ALL VIRUSES, SPAM, OR
OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF CUSTOMER DATA
ON OR BY THE SERVICE.; AND (III) THAT THE SERVICES WILL BE WITHOUT DISRUPTION OR OUTAGES. FROM TIME TO
TIME, SYNCFUSION MAY NEED TO TAKE SERVICES OFFLINE FOR MAINTENANCE AND SUPPORT.
- THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AND WHICH
WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
- Indemnification. Syncfusion provides the Services and access to the
Licensed Products to Customer without any indemnification of any kind. Syncfusion does not provide any
copyright indemnification, patent indemnification, trademark indemnification, data privacy indemnification,
or other trade secret indemnification. Accordingly, Customer hereby assumes all risks and liabilities that
may arise from Customer’s use of the Services. Moreover, in addition to any other limitation of liability
directors, employees, contractors, affiliates, or agents be liable to You or any third party for the
- 17.1 Any direct, indirect, punitive, incidental, special, or
consequential damages or any damages incurred by You, however caused and under any theory of liability.
This shall include, but is not limited to, lost profits (directly or indirectly), loss of data, loss of
files, loss of goodwill or business reputation, or other intangible loss;
- 17.2 Any loss or damage that may be incurred by You, or arising
from an outage, or arising out of or in any way connected with the use or performance of the Services;
the delay in using or inability to use the Services; the provision of or failure to provide services;
any information, documents, and publications obtained through the Website; or any loss or damage
otherwise arising out of the use of the Services;
- 17.3 Any loss or damage arising out of unauthorized access to
or alteration of Your transmissions of data and of any material or data sent or received or not sent or
- 17.4 Any loss or damage arising out of any inaccuracies in the
translation of information, documents, and publications or for any misunderstandings resulting from
differences in language usage, dialect, or particular regional usage in such translations.
- 17.5 We have no liability for any loss, damage, or
misappropriation of Your data, files, or information under any circumstances or for any consequences
related to changes, restrictions, suspensions, or terminations of the Agreement.
- 17.6 The limitations on Syncfusion’s liability in Section 17
apply even if Customer has been advised of or should have been aware of the possibility that such losses
or damages could arise.
- Use of Services and Limitation of Liability
- 18.1 The Services are tools that are not intended to replace the
professional skills and judgment of Customer and its employees, agents, and consultants. Customer alone
shall be responsible for the accuracy and adequacy of information and data furnished for processing and
any use made by Customer of the output of the Services or any reliance thereon by Customer or users of
- 18.2 Customer shall also be responsible for the continued
operation and maintenance of the computer equipment and the third-party software used with the Services.
For these reasons, Customer agrees to be solely responsible for the design, repair, and configuration of
Customer’s equipment, machinery, systems, and/or products. Customer assumes all risks and liability for
results obtained by the use of and/or implementation of the designs developed by Customer that are in
any way influenced by the use of the Services or the provision of services, whether such designs are
used singly or in combination with other designs or products. Customer shall protect, indemnify, hold
harmless, and defend Syncfusion of and from any loss, cost, damage, or expense, including attorneys’
fees, arising from any claim asserted against Syncfusion that is in any way associated with the matters
set forth in this Section 18.
- 18.3 Without limitation of Section 18.1 or 18.2 above, Customer acknowledges and agrees that
Syncfusion assumes no liabilities and has no liability whatsoever under any circumstances for any claim
relating to the subject matter of this Agreement, regardless of the form of action, whether in contract
or tort, including claims of negligence or claims of intellectual property infringement against
Syncfusion. The Parties agree that if there is any liability for Syncfusion, it will be limited to $1.00
- Maintenance and Support.
- 19.1 Maintenance and Support services are provided in accordance
with the terms of Syncfusion’s then-current support and maintenance policies. A current version of those
policies is available from Syncfusion upon request.
- 19.2 Syncfusion requires that each copy of the Licensed Program
be assigned to an individual User or Creator for the purpose of efficiently providing Maintenance and
Support services. Accordingly, Customer will be required to provide information to Syncfusion that it
reasonably requests to identify each individual User or Creator in order for Syncfusion to provide such
Maintenance and Support services under a Maintenance and Support services subscription.
- 19.3 Syncfusion reserves the right, in its sole discretion, to limit or suspend the provision of
services under a Maintenance and Support services subscription in the event that Syncfusion determines
that Customer is abusing its Maintenance and Support services subscription. Examples of such abuse
include, but are not limited to, (i) Customer personnel making excessive use of Syncfusion support
resources, (ii) Customer personnel making unreasonable demands of Syncfusion support personnel, or (iii)
Customer maintaining a number of subscriptions that is fewer than the number in use by Customer’s
- Export: Customer acknowledges that the Licensed Product may be subject to export controls. Customer
agrees that any Licensed Product and Licensed Assemblies licensed hereunder will not be accessed or exported
(or re-exported from the country where it was first installed), directly or indirectly, separately or as
part of a system, without Customer, at its own cost, first obtaining all necessary licenses from the United
States Department of Commerce and any other appropriate agency of the United States Government as may be
required by law. Customer acknowledges that it shall be solely responsible for determining the extent of any
such licenses required, and for any costs associated with complying with the requirements of this Section
20. You may not access, download, use, or export the Licensed Product in violation of U.S. export laws or
regulations, or in violation of any other applicable laws or regulations. You agree to comply with all
export laws, restrictions, and regulations of any United States or applicable agency or authority, and to
not directly or indirectly provide or otherwise make available any Licensed Product in violation of any such
restrictions, laws, or regulations, including, without limitation, laws, restrictions, or regulations
pertaining to the development, design, manufacture, or production of nuclear, chemical, or biological
weapons or missile technology. Neither the Licensed Product Syncfusion provides nor the underlying
information or technology may be downloaded or otherwise provided or made available, either directly or
indirectly, into any country subject to U.S. trade sanctions, (Supplement Number 1 to Part 740, Export
Administration Regulations, Country Group E:1), to individuals or entities controlled by such countries, or
to nationals or residents of such countries other than nationals who are lawfully admitted permanent
foregoing and represent and warrant that you are not located in, under the control of, or a national or
resident of any such country or on any such list.
- Government Contracting: If the Licensed Product is used in connection with providing goods and/or
services to the United States government or other government contracting or subcontracting services,
Customer shall ensure that no government agency or entity shall acquire any rights of any nature in the
Licensed Program(s). Notwithstanding the foregoing, Customer may freely license its products that include
- Taxes: The License Fees and any other amounts payable pursuant to the terms and conditions herein are
exclusive of all national, state, regional, local, municipal, or other taxes and fees including, but not
limited to, excise, sales, use, property, ad valorem, intangibles, goods and services and value added taxes,
customs duties, and registration fees now in force or enacted in the future, and all such taxes and fees,
except taxes based on Syncfusion’s net worth, capital, or net income, shall be paid directly by the
Customer, or if paid by Syncfusion, Customer will reimburse Syncfusion.
Any notice or other communication given hereunder shall be in writing. Notices shall be considered delivered
and effective upon receipt when sent by U.S. Mail, postage prepaid, or certified mail, return receipt
requested, addressed to the parties as set forth above. Either party, upon written notice to the other, may
change any name or address to which future notices shall be sent. All Syncfusion notices can be delivered to
Attn: General Counsel, 2501 Aerial Center Parkway, Suite 200, Morrisville, North Carolina 27560.
Customer may not assign any of its obligations, rights, or remedies hereunder, and any such attempted
assignment shall be null and void.
- Waiver. The waiver or failure of either party to exercise in any respect any right provided for
herein shall not be deemed a waiver of any further right hereunder. This Agreement constitutes the complete
understanding between the parties with respect to the subject matter herein and supersedes all proposals and
all previous negotiations and agreements, written or oral, express or implied, between the parties with
respect to the subject matter herein. This Agreement may not be waived, altered, amended, or modified except
in writing, directly referencing the Agreement, and signed by authorized representatives of both parties.
- Relationships Between the Parties. It is expressly agreed that the parties are acting hereunder as
independent contractors. Under no circumstances shall any of the employees of one party be deemed the
employees of the other for any purpose.
General. If any provision of this Agreement is determined by a court of com¬petent jurisdiction to
be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other
part or provision of this Agreement.
- Emailing the Customer. Customer acknowledges and agrees that Syncfusion shall have the right, but
no obligation, to provide communication to the Customer in multiple forms, to include email, without a
violation of any email regulation or law, to include but not limited to CAN-SPAM. Customer may opt out
of marketing emails by contacting firstname.lastname@example.org.
Logos. Syncfusion shall have the right, but no obligation, to use Customer’s name and Customer’s
commonly-known logo in a list of some or all of Syncfusion’s other licensees. Such list will only
identify Customer by name and/or logo, but will not make any statement about the relationship between
Syncfusion and Customer without Customer’s permission. Syncfusion will remove Customer’s name and/or
logo from any such list upon sixty (60) days’ written notice from Customer.
- Equitable Remedies. The obligations of Customer under this agreement are of a special and unique
character which gives them a particular value to Syncfusion and its third-party vendors for which
neither Syncfusion nor its third-party vendors can be reasonably or adequately compensated in damages in
the event Customer breaches such obligations. Therefore, Syncfusion and its third-party vendors shall,
in addition to other remedies which may be available, each be entitled to injunctive and other equitable
relief in the event of the breach or threatened breach of such obligations.
- Governing Law and Jurisdiction
Appendix ABold Reports Third-Party Software
- 31.1 This Agreement shall be governed by the substantive laws
of the state of North Carolina without regard to any conflict of law provisions. This Agreement will not
be governed by the United Nations Convention of Contracts for the International Sale of Goods or by the
Uniform Commercial Code, the application of which is expressly excluded. The parties agree that sole
jurisdiction and venue for any dispute relating to the Agreement shall be in a federal or state court in
Wake County, North Carolina.
- 31.2 Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three
(3), with one (1) arbitrator being named by each party and the third arbitrator being chosen by the
other two (2) arbitrators. The place of arbitration shall be Raleigh, North Carolina, and the laws of
North Carolina shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
- 31.3 This Agreement shall be binding on You by Your either clicking
on the “YES” button below, accessing a Bold Report, accessing any part of the Service, or viewing any Bold
Report If the parties hereto execute this Agreement in writing by an exchange of faxed signed copies hereof,
it shall be binding by such exchange of signed copies. In the event of such an exchange, this Agreement
shall become binding on both parties and shall constitute admissible evidence of the existence and binding
effect of this Agreement.
- The terms and conditions of this Agreement apply to any and all Vendor
software included with or imbedded in the Licensed Program(s).
- IF YOU DO NOT AGREE WITH THE ABOVE TERMS AND CONDITIONS, DO NOT
DOWNLOAD OR INSTALL THE LICENSED PRODUCT.
- YES I agree to be bound by the terms and conditions of this
- NO I decline to be bound by the terms and conditions of this
Customer acknowledges and agrees that the Licensed Program contains certain features that may contain third-party software. A list of all third-party software is provided below. Syncfusion provides the accompanying internet links for Customer’s convenience only and makes no representation or warranty of any kind with regard thereto. Customer acknowledges and agrees that Customer remains solely liable for any claims that arise from Customer’s incorporation of the third-party software into Customer products and that Syncfusion shall have no liability whatsoever under any circumstances.
Customer hereby acknowledges and agrees that the Licensed Programs contain certain features that (i) are licensed from third parties and are subject to additional terms or third-party licenses or (ii) allow Customer to implement or interface with third-party products that are subject to separate agreements. Customer further acknowledges that the list of such features may change as newer versions of the Licensed Programs are released by Syncfusion. Customer is required to obtain all third-party licenses.
All internet links are provided by Syncfusion for Customer’s convenience only, and Syncfusion makes no representation or warranty of any kind with regard thereto.
Syncfusion shall have no liability whatsoever for, nor provide any indemnification to, Customer under any circumstances for any claims that may arise against Customer related to Customer’s use of such third-party software.