License

The license that governs your use of the software and services we make available.

Prepared for SyntaxKit Inc.

This License Agreement ("License") governs your right to use the software, code samples, designs, documentation, and other intellectual property that SyntaxKit Inc. ("we", "us", or "our") makes available through the Service (collectively, the "Licensed Materials"). The License is granted in addition to, and is subject to, our Terms of Service and Privacy Policy. If there is a conflict between this License and the Terms of Service, the Terms of Service control unless this License expressly states otherwise.

1. License grant

Subject to your continuous compliance with this License and the Terms of Service, and contingent on payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

  • access and use the Licensed Materials internally for your business purposes during the term of your subscription;
  • create derivative works of any source code we expressly identify as customizable, solely for your own use; and
  • run a reasonable number of instances of the Licensed Materials in environments you control to support the use cases described in the documentation.

No rights are granted to you by implication, estoppel, or otherwise. We and our licensors retain all rights not expressly granted under this License.

2. Restrictions

You may not, and you will not permit anyone else to:

  • copy, distribute, sell, sublicense, lease, lend, host as a service, or otherwise commercialize the Licensed Materials, except as expressly permitted by this License;
  • remove, obscure, or alter any proprietary notices, attributions, copyright marks, or trademarks contained in or on the Licensed Materials;
  • reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any non-source-code component, except to the extent applicable law expressly permits despite this restriction (and then only after providing us 30 days' prior written notice and a reasonable opportunity to provide a workaround);
  • use the Licensed Materials to build or train a competing product or model, or to extract data, training corpora, or fine-tuning datasets from the Service;
  • combine the Licensed Materials with software under any open-source license that would, by operation of that license, require us to make any of our proprietary software available under that open-source license;
  • use the Licensed Materials to violate applicable law, the Acceptable Use section of the Terms of Service, or any third-party rights.

3. Ownership

The Licensed Materials are licensed, not sold. Title to and ownership of the Licensed Materials, including all intellectual-property rights, remain with us and our licensors. Any improvements, customizations, or derivative works you create using the Licensed Materials are also subject to this License, and you grant us a perpetual, irrevocable, royalty-free license to use any feedback, bug reports, or pull-request-style suggestions you submit.

4. Open-source components

The Licensed Materials may include third-party software made available under open-source licenses ("OSS Components"). Each OSS Component is governed by its own license. Nothing in this License limits your rights, or our obligations, under those OSS licenses. A list of OSS Components and their licenses is available on request to legal@syntaxkit.com and, where applicable, in the documentation accompanying the Licensed Materials.

5. Trademarks

This License does not grant you any right to use our names, logos, or trademarks, except for descriptive purposes such as identifying compatibility, in which case you must follow our trademark guidelines and may not imply endorsement, sponsorship, or affiliation. Trademarks of third parties are owned by their respective holders.

6. Updates and modifications

We may, but are not obligated to, provide updates, patches, fixes, or new versions of the Licensed Materials. Updates may be required for security or compliance reasons; if we identify an update as required, you must apply it within a reasonable time. We may discontinue, deprecate, or change the Licensed Materials at any time. Where reasonable, we will provide advance notice of material changes affecting paid plans.

7. Term and termination

This License remains in effect during the term of your subscription and any period in which you have an active license. We may terminate or suspend this License immediately if you breach any material provision, fail to pay, or use the Licensed Materials in a way that creates a security or legal risk. You may terminate this License at any time by stopping all use of the Licensed Materials and deleting all copies in your possession or control.

On termination of this License:

  • all rights granted to you under this License end immediately;
  • you must cease all use of the Licensed Materials and delete all copies, except for archival copies required by law;
  • any fees paid before termination are non-refundable, except as required by law;
  • Sections that by their nature should survive termination — including ownership, restrictions, disclaimers, limitation of liability, indemnification, governing law, and miscellaneous — survive.

8. Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT SIGNED BY US AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS, OPERATE UNINTERRUPTED, BE SECURE, OR BE FREE OF BUGS OR ERRORS.

9. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS LICENSE OR THE LICENSED MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE WILL NOT EXCEED THE FEES YOU PAID FOR THE LICENSED MATERIALS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD 100), WHICHEVER IS GREATER.

10. Export control and sanctions

You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive economic sanctions, and that you are not on any restricted-party list maintained by any government with jurisdiction over us. You will not export, re-export, or otherwise transfer the Licensed Materials in violation of applicable export-control or sanctions laws. You are responsible for obtaining any export licenses required for your use of the Licensed Materials.

11. U.S. Government end users

The Licensed Materials are "commercial items" as defined in 48 C.F.R. § 2.101. If acquired by or on behalf of a U.S. Government entity, the Licensed Materials are provided with only those rights described in this License.

12. Audit

If we have a reasonable basis to believe that you are using the Licensed Materials outside the scope of this License, we may, on at least 30 days' written notice, audit your relevant usage records during normal business hours and not more than once in any 12-month period. If the audit reveals usage exceeding the scope of this License, you will pay the underpaid fees plus our reasonable audit costs.

13. Governing law

This License is governed by the laws of Delaware, United States, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The exclusive venue for any dispute arising out of or relating to this License is the courts located in Delaware, United States, except where mandatory consumer-protection law provides otherwise.

14. Miscellaneous

  • Entire agreement. This License, together with the Terms of Service and Privacy Policy, is the entire agreement between you and us regarding the Licensed Materials and supersedes any prior agreements on the same subject.
  • Severability. If any provision is found unenforceable, that provision will be modified to the minimum extent necessary and the remainder will remain in effect.
  • Assignment. You may not assign this License without our prior written consent. We may assign it freely.
  • No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
  • Independent contractors. The parties are independent contractors. This License does not create any partnership, joint venture, or agency relationship.
  • Notices. Notices to us must be sent to legal@syntaxkit.com.

15. Contact

If you have questions about this License, contact us at: