SYNOVIENT CERTIFY+™ MASTER USER LICENSE AGREEMENT – OPEN BETA RELEASE VERSION

This Master User License Agreement (the “MULA”) is a legal contract between you (either an individual or an entity, referred to as “you” or “your”) and Synovient Inc., a Delaware corporation (“Synovient”), regarding your use of Synovient’s proprietary Synovient Certify+™ products and all related services which protect data in transit and at rest using Synovient’s Digital Agency Capsule™ (the “DAC”) and Secure Data Sphere™ (the “SDS”), available from Synovient. Where referred to as Synovient’s product interfaces, the DAC and SDS are collectively referred to as the “Service(s)”.  Where referencing Synovient’s work product and intellectual property, the DAC and SDS are collectively referred to as “Web Services Applications” which may be downloaded from Synovient Certify+™ | Synovient. By installing, copying, or otherwise using the Software, you agree to be bound by the terms and conditions of MULA. If you do not agree to the terms and conditions of this MULA, do not install, copy, or use the Software.

 

This MULA incorporates Synovient’s Terms of Use.

 

Open Beta Version Note: By agreeing to sign up to Synovient’s Beta Services you acknowledge you are engaging with Synovient to test the Services and Web Services Applications.  These Services should not be used in their Beta form to secure, manage, or transmit sensitive or irreplaceable data. 

  1. License Grant. Subject to the terms and conditions of this Agreement, Synovient grants you an Open Beta License, which is a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to install and use its Services and Web Services Applications solely on computer(s) and/or devices that you own or control, solely for your personal or internal business evaluation purposes. The Software enables you to create and transmit data securely to another user of the Services (a “DAC User”) or to receive and decrypt data securely from another user of the Services (a “DAC Creator”) and to create an SDS. You may not use the Services or Web Services Applications for any other purpose or in any other manner. This Open Beta License does not grant you the right to use Synovient’s Beta Services for commercial purposes beyond evaluation.

This Synovient Certify+ License is being provided on an as is basis free of charge to you.  At the end of the Open Beta Release, or at any time thereafter in Synovient’s sole discretion, Synovient reserves the right to revoke the Open Beta License in favor of an individual license or a commercial license.  Subsequent licenses may be offered on a free, or “freemium” basis, or may be offered with payment required based on usage or other metrics at Synovient’s discretion.  This Open Beta License will not be converted to a license requiring fees from you without your notice and express agreement.

Additional Open Beta Release Limitation on License. In order to ensure the safety of your data in the testing phase of Synovient’s Services and Web Services Applications, and solely for the duration of this Beta Release, you shall not use Synovient’s Services and Web Services Applications for commercial use, and you shall not use Synovient’s Services and Web Services Applications to transmit data that is irreplaceable.

  1. Registration and Synovient’s Use of Your Data. Registration is not required to use the Site. Registration with Synovient Certify+, however, offers Services via the Web through a name/password protected system, including without limitation, the Services and Web Services Applications.

Your username and password are referred to as your “Identification.” Your Identification must be accurate, current, and complete, and you may not provide false information to Synovient or impersonate another individual or entity. You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification.

As additional conditions of your use of Synovient’s Site, Services, and Web Service Applications, Synovient may use your information as follows:

  1. Synovient may use your Information when creating a Synovient account to contact you about updates of Synovient’s Services and Web Service Applications, with marketing content, and with regard to your account as Synovient deems necessary; and
  2. Synovient’s Services and Web Service Applications are instrumented and enable instrumented data. This means that Synovient will enforce DAC Content Access Conditions set by a DAC Creator, as those terms are defined in the Master User License and in the various DAC Exchange Licenses. Accordingly, Synovient will monitor when a DAC has been opened, and by whom; track IP addresses; monitor how a DAC is opened, where a DAC is opened, and who opens a DAC as determined by Synovient customer information and corresponding IP addresses; access file type and size, and; access object names as necessary for the purpose of generating a preview.

Synovient will not access the data assets, content, or materials exchanged via a DAC (broadly the “DAC Content”) except with your permission as described below, or in the case of a lawful order from a competent authority in the jurisdiction where DAC Content is sent and/or received.  Further, in pursuit of an Synovient-enabled AI Agent (the “Synovient Twin”) which will in turn enable a data asset exchange, Synovient commits to the following guiding principles with respect to DAC Content:

  1. Synovient will not place itself in a position to access DAC Content except in the contingency of a lawful order as described above. Synovient’s DAC ensures privacy and security, and is a content-neutral facilitator of data asset exchanges such that DAC Creator’s and DAC users may engage in secure exchanges of data, thus enabling a protocol for trusted data exchange agents;
  2. Once created, the DAC and its DAC Contents are immutable – they cannot be changed by you or by Synovient – and so the DAC and DAC Contents create an immutable chain of custody for the transfer of data;
  3. In order to enable data sovereignty, Synovient will not access the DAC Contents, except to provide preview or thumbnail views as requested by you. Accordingly, all external requests for data must be directed to the DAC Creator;
  4. In the event you, the DAC Creator, elect to permit AI to access and use your DAC Content, Synovient may access your DAC Content for the purpose of indexing and vectorizing your DAC content to make available and market your DAC Content consistently with your license preferences;
  5. Synovient cannot generate, access, or reverse engineer security keys. Tools used to create, destroy, transport and store data are solely instrumented for the DAC Creator, further enabling data sovereignty within DAC Content;
  6. Synovient has enabled tools to extract metadata without accessing or modifying data, thus enabling utility and compatibility while preserving privacy and autonomy;
  7. Your DAC Vault serves as a secure repository for DAC storage; Synovient controls all access to DAC vault contents including vectorized and indexed data based on your updated preferences, further enabling data sovereignty;
  8. Synovient will only take action with respect to your DAC Content with your express instruction or permission; and
  9. Synovient does not dictate the terms of DAC Content access between the DAC Creator and the DAC User, provided that Synovient will utilize the tools it has created to evaluate and enforce DAC Exchange Licenses consistently with DAC Creator use limitations and permissions, while maintaining data privacy and confidentiality.

  1. Data Provenance, Management, and Agency. You acknowledge and agree that the Software uses encryption technology to protect the data that you create and transmit to a DAC User or receive and decrypt from a DAC Creator (the “Data”). You are solely responsible for the content, accuracy, and legality of the Data, and for obtaining any necessary consents, permissions, or authorizations from the DAC User or DAC Creator, or any other person or entity, to create and transmit or receive and decrypt the Data. You agree to comply with all applicable laws, regulations, and policies regarding the Data, and to respect the rights and privacy of the DAC User or DAC Creator, or any other person or entity whose Data you create and transmit or receive and decrypt. You acknowledge and agree that Synovient does not access, store, or monitor the Data, and that Synovient has no obligation or liability for the Data or any loss, damage, or corruption thereof. You further acknowledge and agree that Synovient does not guarantee the security, integrity, or availability of the Data, and that Synovient is not responsible for any unauthorized access, interception, or disclosure of the Data by any third party.

  1. Restrictions. You may not: (a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software or any part thereof, except as expressly permitted by applicable law; (b) rent, lease, lend, sell, sublicense, distribute, transfer, or otherwise make available the Software or any part thereof to any third party, except as expressly permitted by this Agreement; (c) remove, alter, or obscure any copyright, trademark, or other proprietary notices or labels on or in the Software or any part thereof; (d) use the Software in any manner that infringes or violates the rights of any third party, including but not limited to intellectual property, privacy, or contractual rights; (e) use the Software in any manner that is unlawful, harmful, abusive, fraudulent, threatening, harassing, defamatory, obscene, or otherwise objectionable; (f) use the Software to transmit or store any data that is illegal, malicious, or contains viruses, worms, Trojan horses, or other harmful or destructive code; (g) use the Software to interfere with or disrupt the operation of Synovient’s servers, networks, or services, or any other user’s use of the Software; or (h) use the Software for any purpose or in any manner that is not authorized by this Agreement or by Synovient in writing.

  1. Ownership. The Software and all intellectual property rights therein, as well as all trademarks, copyrights, and other intellectual property related to Synovient Certify+ are and shall remain the sole and exclusive property of Synovient, its Affiliates, and its licensors, if any. Nothing in this Agreement shall be construed to grant you any right, title, or interest in or to the Software or any part thereof, except for the limited license granted herein. You acknowledge and agree that the Software is licensed, not sold, to you, and that you have no ownership or other property interest in or to the Software or any part thereof.

  1. Updates and Support. Synovient may, from time to time, provide updates, upgrades, patches, bug fixes, or other modifications to the Software (collectively, the “Updates”) to improve the performance, functionality, or security of the Software. Synovient may provide the Updates to you automatically or upon your request or may require you to download and install the Updates manually. You agree to promptly install and use the Updates as instructed by Synovient and acknowledge and agree that the Software may not function properly or securely without the Updates. The Updates are subject to the terms and conditions of this Agreement, unless otherwise specified by Synovient. Synovient may, in its sole discretion, provide you with technical support, maintenance, or other services related to the Software (the “Support Services”), either for free or for a fee, as determined by Synovient. Synovient may change, suspend, or discontinue the Support Services at any time, without notice or liability to you. Synovient does not warrant or guarantee that the Support Services will meet your requirements or expectations, or that the Support Services will be timely, accurate, complete, or error-free.

  1. Term and Termination. This Agreement is effective as of the date you install, copy, or use the Software, and will remain in effect until terminated by either party. For the Open Beta Release, you understand and agree that the release is for a limited time and will be terminated by Synovient at the end of the Beta time period, to be determined by Synovient in its sole discretion. Synovient will provide you with at least 24 hours’ notice prior to terminating access to the Beta release.  You may terminate this Agreement at any time by uninstalling and deleting the Software and all copies thereof from your computer or device. Synovient may terminate this Agreement at any time, with or without cause, by providing you with notice of termination, or by disabling or blocking your access to or use of the Software. Upon termination of this Agreement, your license to use the Software will automatically cease, and you must uninstall and delete the Software and all copies thereof from your computer or device. The provisions of Sections 2, 3, 4, 6, 7, 8, 9, and 10 of this Agreement will survive the termination of this Agreement.

  1. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, IF ANY, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY, PERFORMANCE, SECURITY, ACCURACY, RELIABILITY, OR COMPATIBILITY. THE COMPANY AND ITS LICENSORS, IF ANY, DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SOFTWARE WILL BE COMPATIBLE WITH YOUR COMPUTER OR DEVICE OR ANY OTHER SOFTWARE OR HARDWARE, THAT THE SOFTWARE WILL PROTECT YOUR DATA FROM UNAUTHORIZED ACCESS, INTERCEPTION, OR DISCLOSURE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK OF USING THE SOFTWARE, AND YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR DEVICE OR ANY LOSS OF DATA THAT MAY RESULT FROM USING THE SOFTWARE.

  1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS LICENSORS, IF ANY, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY OR ITS LICENSORS, IF ANY, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF THE COMPANY AND ITS LICENSORS, IF ANY, TO YOU OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO THE COMPANY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  1. Indemnification. You agree to indemnify, defend, and hold harmless Synovient and its licensors, if any, and their respective officers, directors, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, costs, and expenses, including but not limited to, reasonable attorneys’ fees and court costs, arising out of or in connection with your use of the Software or your breach of this Agreement. Synovient reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with Synovient in such defense.

  1. General. This Agreement and the Synovient Terms of Use, incorporated herein, constitute the entire agreement between you and Synovient regarding the Software, and supersedes any prior or contemporaneous agreements, communications, or understandings, whether written or oral, relating to the Software. This Agreement may not be modified or amended by you, except by a written instrument signed by both parties. Synovient may modify or amend this Agreement at any time, by posting the revised Agreement on its website or by providing you with notice of the changes. Your continued use of the Software after such modification or amendment will constitute your acceptance of the revised Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect. The failure or delay of Synovient to exercise or enforce any right or remedy under this Agreement will not constitute a waiver of such right or remedy, or of any other right or remedy. Synovient may assign or transfer this Agreement, or any of its rights or obligations hereunder, to any third party, without your consent or notice. You may not assign or transfer this Agreement, or any of your rights or obligations hereunder, to any third party, without the prior written consent of Synovient. Any attempted assignment or transfer in violation of this section will be null and void.

  1. Applicable Law. The laws of the State of Colorado in the United States shall apply to these Terms of Use, without regard to any conflict of law provision (whether of the State of Colorado or any other jurisdiction that would cause the application of laws other than those of the State of Colorado). In the event of any dispute between Synovient and you related to these Terms of Use, the parties to the dispute shall engage in mediation through a third-party mediator selected and approved by both parties, as a condition precedent to litigation in any competent court.

Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Synovient, Synovient may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for (a) any actual or alleged infringement or misappropriation of Synovient’s or any third party’s intellectual property or proprietary rights; or (b) any breach of the confidentiality provisions in Section 11 of these Terms of Use without breach of the arbitration requirements set forth in this Section 12. You hereby consent to the jurisdiction and venue of the State and Federal courts of the State of Colorado with respect to any such injunctive or other relief. You further acknowledge that Synovient’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

  1. Additional Agreements. You agree that the Software is subject to the export control laws and regulations of the United States and any other applicable jurisdictions, and that you will comply with such laws and regulations in using the Software. You agree that you will not use the Software for any purpose or in any manner that is prohibited by such laws and regulations, or that would subject Synovient or its licensors, if any, to any liability or sanctions. You agree that the Software is a commercial item, as defined in 48 C.F.R. §2.101, and that the Software and any related documentation are licensed to you as commercial computer software and commercial computer software documentation, as specified in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, respectively. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or the Software.

  1. Notices. You agree that any notices or communications required or permitted to be given by Synovient under this Agreement will be deemed to be given: (a) if by email, when sent to the email address that you provided to Synovient or that Synovient has on file for you; or (b) if by posting on Synovient’s website, when posted. You agree to keep your email address current and to check Synovient’s website regularly for any notices or communications from Synovient.

Governing Version – Open Beta Release Master User License Agreement
The English version of this Master User License Agreement shall prevail wherever there is a discrepancy between the English version and any other language version.

Last modified March 3, 2025, beta version 1.4

© 2025, Synovient Corporation. All rights reserved.