1. Grant of License and Usage Restrictions

Upon the purchase of a software solution from Syncratech, the Client is granted a limited, non-exclusive, non-transferable license to use the software for their internal business operations. This license allows the Client to utilize the software strictly for the intended purpose as outlined in the agreement.

1.1 Scope of License

The license granted to the Client is subject to specific limitations and usage conditions:

• Internal Business Use Only: The software may only be used for the Client’s internal operations. It may not be resold, distributed, or sublicensed to any third party under any circumstances.
• Source Code Ownership: While the Client may obtain access to the source code, this does not grant the right to sell or redistribute the software, either in its original form or modified versions. The Client is permitted to modify the software solely for personal use or to hire the Company for customization.
• Third-party Integrations: Certain aspects of the software may incorporate modules or solutions from third-party vendors. The Client agrees to adhere to the licensing terms provided by these third-party vendors, and the Company will ensure legal compliance for any such integrations.

2. Customization Services and Additional Charges

Syncratech offers extensive customization services to adapt the software to the specific needs and business workflows of the Client. These services are provided at an additional cost, with pricing determined based on the complexity of the requested modifications.

2.1 Customization Requests

• Customizations requested by the Client will be handled on a case-by-case basis, with Syncratech providing a quote for each request based on its scope, duration, and technical complexity.
• The Client acknowledges that each customization project will incur separate charges and will be billed according to the terms of the specific customization agreement.

2.2 Post-delivery Customization

• After the initial delivery of the software, any further modifications requested by the Client will be subject to new service agreements, and the Client must pay additional fees for such customizations.
• While the Client retains the right to modify the software independently or through third-party providers, any such modifications must not breach the non-resale and non-distribution conditions of the license.

2.3 Ownership of Customizations

• The Client retains ownership of customizations made to the software for their internal use. However, this ownership does not extend to commercial resale or sublicensing rights.

3. Support, Warranty, and Extended Warranty Options

Syncratech provides an initial one-year warranty and support package with the purchase of any software. This warranty covers bug fixes, security patches, and other necessary maintenance to ensure the software functions as intended.

3.1 Initial Warranty and Support Coverage

• The one-year support and warranty period begins on the date of software delivery. During this period, the Client will receive timely support and maintenance, including the resolution of software bugs or performance issues.
• Warranty does not cover user-made changes or issues arising from unauthorized modifications by third parties.

3.2 Extended Warranty and Support

• Upon the expiration of the initial one-year warranty, the Client may choose to purchase an extended warranty. The cost of extended support will be determined through mutual discussion, with factors such as company size, data volume, and operational complexity playing a role in the final pricing.
• Extended warranty packages can include software updates, additional security patches, and ongoing technical support. Pricing will vary based on the level of support required.

4. Maintenance Services and Scalability

In addition to the standard support package, Syncratech offers maintenance services to ensure the smooth operation of the software as the Client’s business scales. Maintenance costs will be adjusted based on the volume of data, size of operations, and complexity of the Client’s business processes.

4.1 Maintenance Costs

• Maintenance services will be provided based on the Client’s specific business needs. Costs will be calculated based on factors such as the amount of data processed by the software and the number of users within the organization.
• A larger volume of data and more complex business operations will require greater resources, and therefore, higher maintenance fees. This ensures the software continues to perform efficiently.

4.2 Scalability of Software

• Syncratech ensures that its software solutions can be scaled to accommodate the Client’s growing business needs. However, any additional scaling, such as increasing the software’s capacity for data processing or user management, will be priced independently.

5. Intellectual Property and Restrictions on Resale

While the Client owns the customized software developed specifically for their business, this ownership is limited to the use of the software for internal purposes. The Client is prohibited from reselling, distributing, or sublicensing the software, whether in its original or modified form.

5.1 Prohibition on Resale

• The Client may not sell or transfer the software to any third party, either in part or in whole. Any attempt to do so will result in immediate termination of the license and potential legal action.

5.2 Non-transferable Ownership

• Ownership of the software is restricted to the Client, and the rights granted under this license are non-transferable. The Client may not share, resell, or distribute the software, even if modifications have been made to the original code.

6. Limitation of Liability

Syncratech will not be held liable for any indirect, incidental, or consequential damages arising from the use or misuse of the software. The Client agrees to indemnify and hold the Company harmless from any claims or damages that result from the use of third-party modules or unauthorized modifications made by the Client.

6.1 Third-party Vendor Limitations

• The Company integrates third-party solutions under valid licenses. However, Syncratech cannot guarantee the ongoing availability, performance, or support of these third-party components. Issues that arise from third-party services will be subject to the terms set by those vendors, and Syncratech will not be responsible for any disruptions caused by such external components.

6.2 Liability for Customizations

• Syncratech is not liable for any defects or issues arising from unauthorized customizations made by the Client or third parties. Any modifications made outside of Syncratech’s direct support services void any warranties or guarantees provided by the Company.

7. Payment Terms and Pricing Adjustments

All services provided by Syncratech, including software purchases, customizations, support, and maintenance, are subject to the payment terms outlined in each individual agreement. Payment must be made promptly and in accordance with the schedule agreed upon by both parties.

7.1 Payment for Customizations

• Any customization services rendered will require upfront payment or as per the specific terms of the customization agreement. Failure to comply with the payment terms may result in a suspension of services or legal action.

7.2 Non-refundable Fees

• All fees paid to Syncratech are final and non-refundable. Customization, support, and maintenance fees are based on the services provided and are non-negotiable once the work has been completed.

7.3 Adjustments to Pricing

• Syncratech reserves the right to adjust its pricing for services based on the evolving needs of the Client, such as increased data requirements or additional users. Pricing adjustments will be discussed and agreed upon before being implemented.

8. Termination and Breach of Agreement

In the event that the Client violates any of the terms outlined in this agreement, Syncratech reserves the right to terminate the license and cease providing support or services. Upon termination, the Client must immediately discontinue the use of the software and return or destroy all copies.

9. Dispute Resolution and Governing Law

Any disputes that arise under this agreement will be resolved through arbitration, with both parties agreeing to abide by the decision of the appointed arbitrator. This agreement is governed by the laws of [Your Jurisdiction], and both parties agree to comply with all applicable regulations.

10. Final Provisions

• Syncratech reserves the right to modify these Terms and Conditions at any time without prior notice.
• The Client agrees to comply with any future revisions of these terms and acknowledges that failure to do so may result in the termination of the license.