Terms of service

These Terms of Service constitute a legal agreement (this "Agreement") between Synergy Codes and you, either an individual or corporate entity. This Agreement sets forth the terms and conditions under which Synergy Codes grants you a limited right to use the demonstrative version of Synergy Codes Software as defined below for testing and evaluating purposes only.

​​Content

1. Definitions

1. Subject matter of the agreement
2. Right of use and restrictions
3. Confidentiality
4. Terms and termination
5. Warranties and disclaimers
6. Limitation of liability
7. Governing law and jurisdiction
8. Miscellaneous

Definitions

“Affiliate” means any person or entity that controls, is controlled by, or is under common control with such person or entity. “Control” means either (i) the direct or indirect ownership of more than fifty (50%) percent of the voting securities or voting power to elect a majority of the board of directors or (ii) the possession of the right to vote more than fifty (50%) percent of the voting power in the ordinary direction of the entity affairs.  

“Agreement” means these Terms of Service.

“Client”, "you", or "your" means the person or entity using the demo version of Synergy Codes Software for testing and evaluation purposes and identified in the  request for demo form.

“Confidential Information” means any information disclosed by Synergy Codes to you regardless of whether it is fixed, oral, written or digital, under or in connection with this Agreement that: (a) is designated as proprietary or confidential by Synergy Codes, or (b) should reasonably be understood to be proprietary or confidential based on its nature and the circumstances of its disclosure. Synergy Code's Confidential Information includes any intellectual property, source code, designs, materials, documents, know-how, idea behind the Synergy Codes Software and technical or performance information about the Synergy Codes Software that is not publicly disclosed by Synergy Codes.

“Parties” mean Synergy Codes and you.

“Sanctioned Territory” means any country or territory that is subject to economic sanctions or trade restrictions imposed by the relevant authorities in the United States of America, the European Union and the United Kingdom.  

“Synergy Codes Software” means the software made available to you according to the demo request form, on a SaaS basis for the testing and evaluating purposes. This may refer to the Workflow Builder, dAIgram, Visual Collaboration app, or any other software we decide to demo.

“Term” means the term for which the demo version of Synergy Codes Software will be made available to you for testing and evaluating purposes.  

“Synergy Codes”, “we”, “us” or “ours” means Synergia Pro Sp. z o.o., with its registered office in Poland, Wroclaw (51-607) Czackiego Street 71 recorded in the Entrepreneur Register of the National Court Registry maintained by the District Court for Wrocław- Fabryczna, VI Commercial Division of the National Court Registry, under KRS No. 0000334389.

1. Subject matter of the agreement

1. Upon your request, Synergy Codes may, at its discretion, provide to you with a demo version of Synergy Codes Software for testing or evaluating purposes. If the request is accepted, Synergy Codes provides the Client with a limited right to use the demo version of Synergy Codes Software as described below.
2. The Synergy Codes Software will be made available “AS IS” in a software-as-a-service model, with no obligations on Synergy Codes’ side to update, upgrade or fix the bugs during the Term.
3. The demo version of the Synergy Codes Software is provided to you free of charge.

2. Right of use and restrictions

1. Right of use. Subject to these Terms of Service, if you request access to the demo version of Synergy Codes Software, we grant you a limited, non-exclusive, non-commercial, non-transferable, non-sublicensable, time-limited, royalty-free right to (i) use the Synergy Codes Software for testing and evaluation purposes only, (ii) use it internally without disclosing it externally or distributing it as part of your product or service, and (iii) use the technical documentation, if provided by us. Due to the non-territorial nature of the Internet, the right of use is not limited to specific jurisdictions and you are entitled to use the demo version of Synergy Codes Software anywhere in the world, except the Sanctioned Territory.
2. Restrictions. You may use the Demo Version of Synergy Codes Software only to the extent provided above. In particular, you may not, directly or indirectly, (i) reverse engineer, decompile, translate, disassemble or otherwise attempt to modify the source code of the Synergy Codes Software, (ii) copy or use the underlying structure, ideas, know-how or algorithms relevant to the Synergy Codes Software or related documentation, in particular to develop the same or similar products, (iii) distribute, sublicense or otherwise make available the same or similar products, (iv) create derivative works based on the Synergy Codes Software, (v) use the Synergy Codes Software in a Sanctioned Territory or for illegal, harassing, competitive or unethical purposes.
3. Post Termination Obligations. Upon termination of the Agreement, we will terminate your access to the Synergy Codes Software and you must delete all related documentation and materials, destroy all copies in your possession or control, and upon our request, provide us with a certificate of destruction no later than 7 (seven) days after termination of the Agreement.
4. Synergy Codes Intellectual Property. All intellectual property rights in the Synergy Codes Software and its modifications, documentation, remain the exclusive property of Synergy Codes. For the avoidance of doubt, Synergy Codes shall continue to own all right, title and interest in and to all patents, trademarks, copyrights, confidential information, trade secrets, mask rights and other intellectual property rights as of the effective date of this Agreement and all other intellectual property rights created within and outside the scope of this Agreement.
5. Data use. Synergy Codes shall have the right to use data, your feedback and other information relating to the provision, use and performance of various aspects of the demo version of Synergy Codes Software, and Synergy Codes will be free to use such information and data to improve and enhance the Synergy Codes Software, services, and for other internal development, diagnostic and corrective purposes as long as no your users’ personal data is involved.
6. Suspension. Synergy Codes may suspend the access to demo version to the Synergy Codes Software at any time, at its sole discretion.

3. Confidentiality

1. Confidentiality Obligations. You shall: (i) keep the Confidential Information in secret and not disclose it to any third party except as permitted under this Agreement; and (ii) use such Confidential Information only to perform its obligations and exercise its rights under this Agreement. You may disclose such Confidential Information to its employees, agents, contractors and other representatives who have a legitimate need to know, provided that you remain responsible for their compliance with this Section 3 (Confidentiality) and they are bound by confidentiality obligations no less protective than this Section 3 (Confidentiality).
2. Exceptions. These confidentiality obligations do not apply to information that the receiving Party can prove: (i) is or becomes publicly available through no fault of the receiving Party, (ii) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations.
3. Disclosures to the authority. You may disclose Confidential Information if required by Law, subpoena or order of a court or other appropriate governmental authority, provided (where permitted by law) that you give us an advance notice and, at your expense, cooperate with all reasonable efforts to maintain confidentiality.
4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an inadequate remedy. We may, in addition to other available remedies, seek appropriate equitable relief for any breach or threatened breach of this Section 3 (Confidentiality).

4. Terms and termination

1. Term. This Agreement shall be binding from the acceptance of the request for demo version of Synergy Codes software until the access is revoked at the sole discretion of Synergy Codes. Synergy Codes may revoke access at any time and for any reason.
2. Termination. Either Party may terminate this Agreement for any reason, at any time.
3. Effect of Termination. Upon termination of this Agreement for any reason:
   a. All rights to use granted hereunder shall immediately cease,
   b. Client shall cease all use of the Synergy Codes Software and destroy all copies in its possession or control,
   c. Provisions that by their nature survive termination, shall survive the termination of this Agreement.

5. Warranties and disclaimers

1. Warranty. You warrant that your use of the Synergy Codes Software will not infringe any of our or any third party's intellectual property rights or any applicable laws.
2. DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT WE AND OUR AFFILIATES AND PERSONNEL MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SYNERGY CODES SOFTWARE OR THE ADDITIONAL SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, THE SYNERGY CODES SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SYNERGY CODES SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
3. Indemnification. You shall indemnify and hold Synergy Codes harmless from and against any and all claims, liabilities, losses, costs, expenses, including reasonable attorneys' fees, judgments, fines or penalties, and actions brought by third parties relating to your violation of any law or unauthorized use of the Synergy Codes Software, provided that you are notified of all threats, claims and proceedings relating thereto and given reasonable assistance by us and the opportunity to assume the exclusive control of the defense and settlement thereof.

6. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL SYNERGY CODES OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, SYNERGY CODES OR ITS AFFILIATES TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO A SUM OF 1000 (ONE THOUSAND) US DOLLARS.

7. Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Poland. Any dispute or claim arising out of or in connection with this Agreement shall be submitted to the courts of Wroclaw, Poland.