Synthesized: End User Licence Agreement 


Please read this End User Licence Agreement (this “Agreement”) carefully. 


This is a legal agreement between Licensor and Customer (as defined below) which sets forth the applicable terms and conditions governing Customer’s access and use of the Product to generate Synthesized Data.


By subscribing, accessing or using the Product via AWS Marketplace you enter into this Agreement on behalf of Customer. You represent and warrant that: (i) you have the authority to enter into this Agreement on behalf of the legal entity named in your AWS Marketplace account (“Customer”); and (ii) you are acting in a business capacity on behalf of Customer. You also acknowledge and agree that the Product is not available for personal consumer use. If you are acting as an individual consumer, you must not subscribe, access or use the Product.


THE PARTIES AGREE AS FOLLOWS: 


1. INTERPRETATION 


1.1. The following definitions apply to this Agreement: 


(a) “Affiliate”: means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. 


(b) “Authorised Users”: means those Customer Personnel who are authorised by Customer to access and use the Product and any Synthesized Data in accordance with the terms of this Agreement. 


(c) “AWS”: means Amazon Web Services, Inc.


(d) “AWS Marketplace”: means the marketplace operated by AWS, which is currently located at https://aws.amazon.com/marketplace/, as it may be updated or relocated from time to time.


(e) “Customer”: has the meaning set out above. 


(f) “Customer Computing Environment” means Customer’s computing environment operated by Amazon Web Services Inc., in which Licensor authorises use of the Product.


(g) “Customer Data”: means any data, media, information or other content owned by Customer or licensed to Customer by a third party and comprised within a Dataset. 


(h) “Dataset” means one set of Customer Data inputted by Customer (or by Authorised Users on behalf of Customer) into the Product in order to generate Synthesized Data. 


(i) “Documentation”: means the then-current version of any printed and digital instructions, online help files, technical documentation and user manuals made available  by Licensor that describe the Product and its use, operation, features and functionality. 


(j) “Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. 


(k) “Licensor”: means Synthesized Limited, a company incorporated and registered in England and Wales with company number 10903020 whose registered office is at 41 Luke Street, London EC2A 4DP, UK. 


(l) “Licensor Content”: means any data, media, information or other content that is accessible via the Product, excluding any Customer Data and any Synthesized Data. 


(m) “Licensor Technology”: means (i) the Product; (ii) the Documentation; (iii) the Licensor Content; (iv) any and all other technology and software owned or used by Licensor, any associated processes, materials, tools, and business methods relating thereto; (v) in respect of (i) and (iv), any benchmarking, analytics or technical data relating to the performance or operation thereof; and (vi) in respect of each of (i) to (v), any and all Intellectual Property Rights therein or thereto. 


(n) “Losses”: means all losses, liabilities, damages, costs, claims, charges, demands, actions, proceedings and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties). 


(o) “Product”: means the version of Licensor’s software identified in the applicable Product Listing, which may be used to generate Synthesized Data, together with any Licensor Content comprised therein or accessed thereby, including any patches, bug fixes, corrections, remediation of security vulnerabilities, updates, upgrades, modifications, enhancements, derivative works, new releases and new versions of the foregoing. 


(p) “Personnel”: means a Party’s employees, agents, consultants or contractors. 


(q) “Product Listing” means the description of the Product and other information relating to the Product provided by Licensor and set out in the Product’s page on AWS Marketplace including information about Licensor’s policies and procedures incorporated or referenced in the product information (if any). 


(r) “Subscription”: has the meaning given to this term in Clause 2. 


(s) “Synthesized Data”: means any and all data generated as a result of the processing of Datasets by the Licensor Technology. 


1.2. References to “Clauses” in this Agreement are references to the clauses of this Agreement. 


1.3. A “person” includes a natural person, corporate or unincorporated body. 


1.4. Any reference to this Agreement terminating shall, where the context requires, include a reference to this Agreement terminating by expiry of the Subscription. 


1.5. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and references to one gender are references to the other genders. 


1.6. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. 


1.7. The words “include” and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term. 


1.8. Any reference to an English legal term for any action, remedy, method or judicial proceedings legal document, legal status, court, official, or any other legal concept shall, in respect of any other jurisdiction than England be deemed to include the legal term which most nearly approximates in that jurisdiction to the English legal term. 


1.9. Any reference to the “Parties” means Licensor and Customer and “Party” shall mean one of them. 


2. PRODUCT SUBSCRIPTION 


This Agreement is effective from the date Customer subscribes to the Product via AWS Marketplace (or accesses or uses the Product if earlier) (each, a “Subscription”). Each Subscription is a separate agreement between Customer and Licensor. Unless terminated earlier pursuant to the terms of Clause 11, this Agreement shall continue in full force and effect until the Subscription is ended by Customer.


3. FEES 


Customer shall pay the fees for the use of the Product as set out in the Product Listing. Customer will be billed by AWS in respect of any such fees.


4. USE OF THE PRODUCT 


4.1. Subject to Customer’s and its Authorised Users’ continuing compliance with this Agreement Licensor hereby grants Customer a personal, non-exclusive, non-sublicensable, non-transferable licence to deploy, operate and use the Product in the Customer Computing Environment and for its Authorised Users to access and use the features and functions of the Product (as so deployed), and the Documentation during the term of the Subscription as part of Customer’s internal business operations to process the Datasets in order to create Synthesized Data, and to process and analyse that Synthesized Data in accordance with the Product Listing, the Subscription, and the terms and conditions of this Agreement. 


4.2 The Product is made available by Licensor in accordance with the fulfilment options set out in the Product Listing.


5. RESTRICTIONS 


5.1. Customer shall not, nor shall it instruct or permit, assist, procure, enable or request any third party (including its Authorised Users and its Personnel) to, take any action designed or intended to: (a) use the Product or Documentation (or any part thereof) in any manner or for any purpose that is inconsistent with this Agreement or in breach of applicable laws; (b) provide or otherwise make the Product or Documentation (or any part thereof) available to any third parties; (c) use the Product or Documentation (or any part thereof) to: (i) create, market or distribute any product or service that is competitive with the Product or any other part of the Licensor Technology; or (ii) act as a service bureau on behalf of, or otherwise provide processing or services support to, any third party; (d) introduce to the Product any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Product or any device or system owned or controlled by Licensor or any third party, or which otherwise may damage or destroy any data or file; (e) modify, copy, resell, rent, lease, sub-licence, load, merge, adapt or translate the whole or any part of the Product or Documentation (or any part thereof); (f) contest, challenge or otherwise make any claim or take any action adverse to Licensor’s ownership of, or interest in, the Licensor Technology (or any part thereof); (g) re-use, disseminate, copy, or otherwise use the Product or Documentation (or any part thereof) in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of Licensor or any third party; or (h) remove, alter, obscure Licensor’s trade mark, copyright notice or any other proprietary notice from the Product or Documentation (or any part thereof); (i) interfere with the proper working of the Product; (j) circumvent, disable, or interfere with security-related features of the Product or features that prevent or restrict use, access to, or copying the Product, or that enforce limitations on use of the Product; (k) violate or infringe the rights of any third party, including any privacy rights or Intellectual Property Rights of any third party; (k) reverse engineer, decompile, unbundle, disassemble, or create derivative works based on, the whole or any part of the Product unless, and to the limited extent that, applicable laws of Customer’s jurisdiction require Licensor to give Customer the right to do so to obtain information necessary to render the Product interoperable with other software; provided, however, that Customer must first request such information from Licensor, and Licensor may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use of the source code for the Product to ensure that Licensor and its licensors’ proprietary rights in the source code for the Product are protected. 


6. WARRANTIES AND DISCLAIMER 


6.1. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement the requisite power, capacity and authority to enter into this Agreement and to carry out the obligations under this Agreement.  
 
6.2. Except as expressly provided in this Agreement, the Product is made available on an ‘as is’ and ‘as available’ basis and to the fullest extent permitted by law, Licensor disclaims all conditions, warranties, representations, undertakings, or other terms which might have effect between the Parties with respect to the Licensor Technology, the Synthesized Data, any services, their use and the results of such use), or which might otherwise be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, non infringement, ability to achieve a particular result or arising from course of dealing or usage of trade. Furthermore, Customer acknowledges that Licensor does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, reliability, performance, appropriateness, fitness for purpose or any other attributes of any Synthesized Data, and that Licensor shall not be responsible for reviewing or attempting to verify the accuracy or currency of any Synthesized Data. Customer shall be solely responsible for Customer’s use of the Product and for evaluating the fitness of any Synthesized Data as appropriate for Customer’s specific use case or any other purpose. 


7. OWNERSHIP OF LICENSOR TECHNOLOGY 


7.1. As between the Parties, Licensor retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Licensor Technology. 


7.2. Customer will not acquire any right, title or interest in or to the Licensor Technology and Licensor reserves all rights therein and thereto not expressly granted in Clause 4.1.


8. CUSTOMER DATA 


8.1. As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to Customer Data and Synthesized Data. 


8.2. Licensor will not obtain any right, title or interest in or to the Customer Data or Synthesized Data, and Customer reserves all rights therein and thereto not expressly granted in this Agreement.  


9. CONFIDENTIAL INFORMATION 


9.1. In this Agreement, “Confidential Information” means any information that is clearly labelled or identified as confidential or reasonably ought to be treated as being confidential and includes the Licensor Technology and Customer Data. 


9.2. Confidential Information excludes any information which: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was in the receiving Party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party and that independent development can be shown by contemporary written evidence. 


9.3. Each Party shall keep the other’s Confidential Information confidential and, except as otherwise provided in this Agreement shall limit access to the other’s Confidential Information to Authorised Users (with respect to Customer) or to those employees, agents, representatives or subcontractors who have a genuine ‘need to know’, who are subject to confidentiality obligations no less restrictive than those set forth in this Clause 9, and who have been informed of the confidential nature of such Confidential Information


9.4. Neither Party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement. 


9.5 Notwithstanding the foregoing, the receiving Party may disclose the other’s Confidential Information to the limited extent that such disclosure is required by law or by the order of a court or similar regulatory or administrative body; provided that the receiving Party shall promptly notify the other Party in writing of such required disclosure and shall cooperate with the other Party if the other Party seeks a protective order in relation to any such disclosure and/or any limitations on the further use and disclosure of such Confidential Information.  


9.6. This Clause 9 will survive termination of this Agreement. 


10. LIMITATION OF LIABILITY 


10.1. Nothing in this Agreement limits or excludes the liability of either Party: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; or (c) for any other act, omission, or liability which may not be limited or excluded by applicable law. 


10.2. Subject to Clause 10.1, Licensor shall not in any circumstances be liable to Customer whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: (a) any (i) loss, damage or liability (in each case whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, anticipated savings or wasted expenditure (including management time); or (ii) special, indirect or consequential loss or damage whatsoever, in each case (i) and (ii) however arising and even if Licensor was aware of the possibility that such loss or damage might be incurred; or (b) any loss, damage or liability (in each case whether direct or indirect) arising as a result of (i) Customer’s or any third party’s use or reliance upon any Customer Data or Synthesized Data; (ii) any loss or corruption of data or information; (iii) any breach, non-performance or any other default by Customer under this Agreement; and/or (iv) any failure by Customer to comply with any applicable law, regulation (including financial services regulation) or applicable code of practice.


10.3. Subject to the remainder of this Clause 10, Licensor’s total aggregate liability under this Agreement (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of this Agreement shall under no circumstances exceed one hundred per cent (100%) of the actual amount received by Licensor in respect of the use by Customer of the Product under this Agreement in the twelve (12) months immediately preceding the first event (or first event in any series of connected events) giving rise to a claim against Licensor – provided that, the existence of more than one Claim, or event (or series of connected events) from which liability arises shall not enlarge the limit set out in this. “Claim” means any claim, demand, complaint, proceeding or other action.


11. TERMINATION 


11.1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party: (a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or (b) becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction. 


11.3 This Agreement shall terminate automatically without any liability to Licensor if: (a) Licensor removes the Product from AWS Marketplace; or (b) AWS terminates the Subscription or Customer’s account on AWS Marketplace. 




12. CONSEQUENCES OF TERMINATION 


12.1. On termination of this Agreement: (a) any and all licences, permissions and authorisations granted to Customer and/or its Authorised Users by Licensor under this Agreement will terminate automatically and Customer shall immediately cease all use of the Product and the Documentation; and (b) Customer will promptly return all Confidential Information received from the Licensor, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed. 


12.2 Any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect, including: Clause 1 (Interpretation), Clause 3 (Fees), Clause 5 (Restrictions), Clause 7 (Ownership of Licensor Technology), Clause 8 (Customer Data), Clause 9 (Confidential Information), Clause 10 (Limitation of Liability), Clause 12 (Consequences of termination), Clause 13.6 (Waiver), Clause 13.7 (Rights and remedies), Clause 13.8 (Severance), Clause 13.9 (Entire agreement), Clause 13.10 (No partnership or agency), Clause 13.11 (Rights of third parties), Clause 13.12 (Notices), Clause 13.14 (Governing law), and Clause 13.15 (Jurisdiction). 


12.3. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination. 


13. GENERAL 


13.1. Open source software. Certain elements of the Product are subject to “open source” or “free software licenses” (for the purposes of this Clause 13.1, “Open Source Software”). Customer acknowledges that certain elements of such Open Source Software are owned by third parties. No Open Source Software is licensed under any provision of this Agreement under which Licensor grants Customer any licence to use Product; instead, each item of Open Source Software is licensed under the terms of the end-user licence that accompanies such Open Source Software (for the purposes of this Clause 13.1, each an “OSS Licence”). Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS Licence. If required by any OSS Licence, Licensor shall make available relevant pieces of Open Source Software available upon written request. 


13.2. Force Majeure. No Party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control.


13.3. Subcontracting. Licensor may engage any third party to perform its obligations under this Agreement, provided that Licensor shall remain fully liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined herein). 


13.4. Assignment. Customer will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Licensor provided that Customer may freely assign this Agreement (in whole, but not in part) to any of its Affiliates. Customer agrees to provide Licensor with reasonable advance notice in the event that it proposes to assign this Agreement to an Affiliate. 


13.5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives). 


13.6. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 


13.7. Rights and Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 


13.8. Severance. If any provision or part-provision of this Agreement shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 13.8 shall not affect the validity and enforceability of the rest of this Agreement. If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 


13.9. Entire agreement. The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation. 


13.10. No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person. 


13.11. Rights of Third Parties. A person who is not a Party to this Agreement shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. 


13.12. Notices. Any notice required to be given under this Agreement will be in writing (a “Notice”). Any Notice to Licensor shall be sent by email to support@synthesized.io. Licensor may change its email address for contractual notices from time to time by giving written Notice to Customer. Notice to Customer shall be sent to the email address designated as notice address by Customer via AWS Marketplace or via registered mail to Customer’s registered address or principal place of business. Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9am on the first Business Day following dispatch). “Business Day” means any day which is not a Saturday, Sunday or public holiday in the United Kingdom. 


13.13. Feedback. If Customer provides feedback, suggestions or recommendations to Licensor regarding the Licensor Technology (“Feedback”), Customer hereby grants Licensor an unrestricted, unconditioned, irrevocable and perpetual right and licence to freely use and exploit such Feedback without any requirement of compensation (including to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services). It is further acknowledged that Feedback constitutes Licensor’s and not Customer’s Confidential Information.


13.14. Governing law. This Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England and Wales. 


13.15. Jurisdiction. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) (for the purposes of this Clause 13.15, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.