End-User License Agreement (EULA) of Synergy

EULA version: 2.1

Synergy App Ltd, formerly operating as Symless Ltd, Symless Operations Ltd, and Symless, Inc. (collectively, "the Company") provides Synergy software under the terms of this End-User License Agreement ("EULA"). This EULA is a legal agreement between you (the user) and the Company. It governs the acquisition and use of Synergy software sold directly or through authorized resellers. The Software includes unique products, each with its own lifetime or lifespan.

Please read this EULA carefully before purchasing, installing, or using the Software. By clicking "accept" or installing and/or using the Software, you confirm acceptance of this EULA and agree to be bound by its terms. If you are entering into this EULA on behalf of a company or other legal entity, you represent that you have authority to bind that entity and its affiliates to these terms. If you do not agree to these terms, do not install or use the Software.

This EULA applies to the Software, updates, supplements, Internet-based services, and support services provided by the Company unless separate terms accompany those items.

1. Definitions

1.1 "Software" means Synergy and any other software product or distribution supplied by the Company under this EULA, together with updates, supplements, and related services.

1.2 "Personal License" and "Business License" mean the license types described in Section 4.

1.3 "Organization" means any company, partnership, employer, client, institution, government or public body, non-profit, or other entity, and includes any Affiliate of such entity. An individual operating as a genuine sole trader or one-person business with no employees other than the license holder is not an Organization for the purposes of Sections 4.1 and 4.2 in respect of that individual's own use of the Software, except where this EULA states otherwise.

1.4 "Affiliate" means any entity that controls, is controlled by, or is under common control with another entity, where control means the direct or indirect ownership of more than 50% of the voting interests, or the power to direct the management of, that entity.

1.5 "You" means the individual or entity that accepts this EULA, installs, or uses the Software.

2. License Grant

2.1 The Company grants you a non-transferable, non-exclusive license to use the Software in accordance with this EULA, terminable only as set out in this EULA. You may install and use the Software on devices under your control. You are responsible for ensuring your devices meet the minimum requirements for the Software.

2.2 Except for open-source components, you may not:

(a) edit, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software;

(b) reproduce, copy, distribute, sublicense, resell, rent, lease, or commercially exploit the Software itself without written permission from the Company;

(c) allow third parties to use the Software on behalf of or for the benefit of unrelated third parties;

(d) use the Software in violation of applicable laws; or

(e) use the Software in any manner that breaches this EULA.

3. Intellectual Property and Ownership

3.1 Except for open-source components, the Software and all related intellectual property rights remain the property of the Company. Open-source components are licensed under their respective open-source licenses, and this EULA does not alter the terms of any such license. Nothing in this EULA transfers, waives, or limits the Company's ownership of, or rights in, any code or other materials it has authored, including code that the Company also makes available under an open-source license.

3.2 The Company reserves the right to license the Software to third parties.

4. License Types

4.1 Personal License

4.1.1 A Personal License is licensed to one identified individual. That individual must be the purchaser of the license, or have received it as a personal gift bought by another individual with personal funds, and must be the sole user, installer, and administrator of the Software under that license. A Personal License may not be shared, transferred, reassigned, resold, or installed, configured, deployed, managed, or administered by or on behalf of any other person or any Organization.

4.1.2 A Personal License may be used where either:

(a) the license is purchased and paid for personally by the individual and is not reimbursed, funded, expensed, or otherwise paid for by any Organization, including any employer, client, institution, government entity, or other organization; or

(b) the license is purchased by a sole trader, freelancer, contractor, consultant, self-employed individual, or other business with no employees other than the license holder, provided the license is not reimbursed, funded, expensed, or otherwise paid for by another Organization.

4.1.3 For the purposes of Section 4.1.2, "paid for by an Organization" includes any direct or indirect financial benefit, offset, credit, allowance, stipend, equipment or other budget, voucher, gift card, reimbursement, or other consideration provided by an Organization toward the license, by any means and under any description. An individual who is genuinely never compensated for the cost of the license remains eligible for a Personal License.

4.1.4 The route in Section 4.1.2(b) applies only to a genuine sole operator. It does not apply where the individual functions as personnel of, is embedded within, or works under the direction and control of an Organization in the manner of its staff, or where an Organization coordinates, funds, or directs the obtaining or use of the license.

4.1.5 For the avoidance of doubt, an individual who purchases, installs, and administers their own Personal License may use the Software on any device they personally use, including a work computer, irrespective of whether an Organization derives any benefit from that use, and irrespective of whether the relevant Organization declines to provide a license, has no process to provide one, or is unaware of the use. Use of the Software in connection with a profession, trade, consultancy, freelance activity, educational activity, research activity, or other individual professional activity does not by itself require a Business License where the requirements for a Personal License are otherwise satisfied. A Personal License is the property of the individual and is unaffected by the commencement or termination of that individual's employment or engagement. A Personal License is a perpetual license for the Product purchased. It does not expire, does not convert to a subscription, and does not require any recurring payment to continue using that Product.

4.2 Business License

4.2.1 A Business License is required where any one or more of the following applies, regardless of who nominally pays for the license:

(a) the license is purchased, reimbursed, funded, expensed, or procured by an Organization or any Affiliate of an Organization;

(b) the Software is deployed, installed, imaged, packaged, distributed, pushed, or otherwise made available by or on behalf of an Organization, including by an information technology function, a software catalog, a self-service or application-store portal, or device-management tooling, and whether or not the individual user performs the installation;

(c) the Software is centrally managed, configured, administered, monitored, or supported by an Organization;

(d) an Organization directs, instructs, requests, encourages, coordinates, or facilitates its personnel obtaining or using the Software, including through "purchase it yourself", stipend, allowance, or expense arrangements;

(e) an Organization requests or requires a formal quotation, a purchase order, an invoice with payment terms (as distinct from an immediate payment receipt or tax receipt), a master or volume agreement, or negotiated or volume pricing;

(f) an Organization requires a contract, service level agreement, data processing terms, security or compliance review, vendor onboarding, procurement compliance, or assigned account management; or

(g) the Software forms part of an Organization's standard tooling, standard build, or required or expected equipment for a role.

4.2.2 The presence of any one of the conditions in Section 4.2.1 is sufficient and operates independently of who pays for the license. Acts or omissions of an Organization's personnel undertaken in the course of their role are treated as acts of the Organization, including internal documentation, knowledge bases, wikis, onboarding materials, setup instructions, and recommendations by an information technology function. An Organization may not avoid the requirement for a Business License by attributing such conduct to an individual. However, materials or recommendations created by an individual on their own initiative to advocate that an Organization purchase Business Licensing do not by themselves constitute direction, encouragement, or facilitation by the Organization unless and until the Organization adopts, funds, distributes, or acts on them.

4.3 Application of License Types

4.3.1 If any of the conditions in Section 4.2.1 applies, a Business License is required, and the fact that an individual also benefits from the use is not a basis for relying on a Personal License. If none of those conditions applies, a Personal License is sufficient, and the fact that an individual's use benefits an Organization is not by itself a basis for requiring a Business License. The determining factor is the conduct of the Organization, not whether the use has commercial value to the individual.

5. Affiliates and Aggregation

5.1 References to an Organization include its Affiliates. Licenses and use across affiliated or related entities are aggregated for the purpose of determining whether a Business License is required. Where licenses are purchased or held through subsidiaries, Affiliates, contractor-of-record entities, or other intermediaries, the requirement for a Business License is assessed on the substance of the use rather than the identity of the entity named on the receipt.

5.2 Any education, research, non-profit, or other reduced-rate or concessionary licensing offered by the Company is limited to eligible use by the qualifying entity itself, and may not be used by, on behalf of, or for the benefit of an affiliated commercial parent or other Organization.

6. License Scope

6.1 A single license covers one Synergy server or primary installation, defined as one computer acting as the keyboard and mouse host. Each additional server or primary installation requires a separate license.

6.2 A Personal License covers one natural person operating their own host. Pooled, shared, or concurrent use of a single license by more than one person requires a Business License.

6.3 Each physical or virtual machine, container, image instance, or remote session running the Software constitutes a separate installation. Cloning, imaging, or templating an installation does not extend a single license to cover the resulting instances.

7. Transfer, Resale, and Acquisition

7.1 A Personal License is personal to one named individual, is non-transferable, and may not be sold, sublicensed, assigned, or acquired second-hand. Licenses acquired through codes, vouchers, bulk redemption, marketplaces, or third parties for distribution within or on behalf of an Organization require a Business License. The purchase of a single license by an individual for their own use through the Company or an authorized reseller is unaffected by this Section 7.

8. Verification of Organizational Use and Anti-Circumvention

8.1 Where Personal Licenses are obtained within or for the same Organization in a coordinated manner, or at an Organization's direction, encouragement, or facilitation, the Company may treat that use as requiring a Business License regardless of who paid for each license.

8.2 The Company may rely on reasonable indicia to identify organizational use, including the clustering of purchases by employer, billing entity, payment instrument, email domain, network, or timing, considered together with evidence of organizational deployment, administration, direction, or a relationship of the kind described in Section 4.2. Such indicia provide grounds for inquiry and are not, by themselves, conclusive. The independent use of a Personal License by an individual is not converted into use requiring a Business License merely because other individuals associated with the same Organization also use the Software.

8.3 This Section 8 applies only in an organizational context and does not apply to individuals outside such a context. Any personal data used for these purposes is processed in accordance with the Company's privacy policy and only for the purpose of administering business licensing.

9. Activation, Trials, and Evaluation Use

9.1 Offline activation, air-gapped activation, and similar enterprise activation mechanisms are available under a Business License and may be subject to reporting obligations. They are not available under a Personal License except where the Company grants access at its discretion, for example to an individual running an air-gapped machine for personal research or hobbyist use. Any such grant is limited to that individual's own personal use, may be conditioned or withdrawn by the Company, and does not create any right or expectation for any other person or any Organization. The Software may verify a Personal License with the Company's services from time to time. Where verification cannot be completed, for any reason, the Software continues to function for a grace period before access is interrupted, and a single successful verification at any time restores access in full. Where verification is not possible on a particular network, the Company may at its discretion provide an alternative through support, including an offline serial key. Versions of the Software that do not enforce verification are unaffected, and nothing in this Section requires an existing installation to upgrade. If the Company permanently discontinues verification for a Product, it will make available a version or mechanism that removes the verification requirement for validly licensed users. Beyond the automatic mechanism described above, the Company will not revoke a Personal License on the basis of verification except where it has clear evidence that the Software is being deployed by or for an Organization in deliberate avoidance of Business Licensing, and then only after making reasonable efforts to resolve the matter with that Organization in accordance with Section 11.

9.2 Any trial, evaluation, free, or non-commercial use of the Software is subject to the same conditions as a Personal License in respect of when a Business License is required. Trial, evaluation, free, or non-commercial use by or on behalf of an Organization, or in any of the circumstances set out in Section 4.2, requires a Business License. Repeated or extended trial or evaluation use undertaken to avoid licensing is not permitted.

10. License Upgrades

10.1 Where the use of a Personal License becomes reimbursed, funded, expensed, procured, deployed, centrally administered, directed, or otherwise provided or required by an Organization, or otherwise becomes subject to Business License requirements, a Business License must be obtained before such use continues. The obligation to obtain and pay for that Business License, including any amount due in respect of prior non-compliant organizational use, rests with the Organization. The Company does not charge any Business License fee, retroactive fee, interest, or other monetary amount to an individual consumer; an individual whose circumstances change need only move to the correct license on a going-forward basis.

10.2 A Personal License does not continue to authorize use that has become subject to Business License requirements merely because the Personal License was obtained before that change occurred. The Company may, at its discretion, apply previously paid Personal License fees toward a Business License upgrade.

11. Compliance and Enforcement

11.1 The Company will make reasonable efforts to resolve licensing matters cooperatively before taking enforcement action.

11.2 In relation to individual users holding Personal Licenses, the Company will address licensing questions cooperatively and will not subject individual consumers to audit, monitoring, or the inference measures described in Section 8. The Company will not seek retroactive or back-dated fees, interest, audit costs, or other monetary remedies from an individual consumer. Where an individual's circumstances change so that a Business License is required, that licensing is the responsibility of the relevant Organization, and the individual need only obtain the correct license on a going-forward basis.

11.3 In relation to Organizations and Business Licensees, where the Company reasonably believes that Personal Licenses are being used in place of required Business Licenses, the Company reserves the right to request reasonable confirmation of purchasing, reimbursement, procurement, deployment, and administration arrangements, to require transition to appropriate Business Licensing, and to require payment of Business License fees, at the Company's then-current list price, in respect of the period of non-compliant organizational use, or where that period cannot be determined, from the date of license purchase. The Company reserves the right to audit the use of the Software by an Organization or Business Licensee, including by requesting written confirmation of use and relevant purchase records. Interest on unpaid amounts, recovery of audit costs, and the detailed conduct of any audit are as set out in the applicable Business agreement or order form, or as otherwise permitted by law.

11.4 Where a separate signed Business agreement applies, that agreement governs audit and remedies to the extent of any conflict with this Section 11.

12. Product Identity

12.1 A Product refers to a distinct software application or software distribution offered by the Company.

12.2 The Company may offer licenses, subscriptions, bundles, or other commercial offerings that include rights to one or more Products. Such commercial offerings are not themselves Products unless expressly stated otherwise. The scope of such rights is determined by the specific license, subscription, bundle, or commercial offering purchased.

12.3 Where a Product was originally sold under a broader product name and later renamed, versioned, rebranded, or otherwise differentiated, the original purchase shall be deemed to apply to the specific Product that was sold at the time of purchase. For example, where a customer purchased "Synergy" at a time when only one Synergy product existed, that purchase applies to the Product now known as "Synergy 1", unless additional rights were expressly granted at the time of purchase.

12.4 The introduction of new Products, editions, versions, generations, or separately licensed software under the Synergy brand does not automatically extend existing license rights to those Products. A Product remains the same Product notwithstanding changes to its name, branding, version numbering, packaging, distribution method, user interface, features, or technical implementation.

13. Lifetime of Products

13.1 Each Product has its own independent lifecycle, support period, and licensing terms.

13.2 The Company may provide software updates, bug fixes, security updates, compatibility updates, and technical support for a Product during its supported lifetime.

13.3 A Product remains supported until the Company formally designates that Product as End of Life ("EOL"). Unless otherwise stated, a Product reaching EOL does not affect the status, support period, or licensing rights of any other Product.

13.4 For the avoidance of doubt, "Lifetime" refers solely to the supported lifetime of the specific Product purchased. It does not refer to the lifetime of any individual, company, legal entity, brand, product family, or future Product released by the Company.

14. Termination

14.1 This EULA becomes effective upon first use of the Software and continues until terminated.

14.2 You may terminate this EULA at any time by ceasing use of the Software and removing all copies in your possession or control.

14.3 The Company may terminate this EULA immediately if you materially breach its terms. Upon termination, all rights granted under this EULA immediately cease and you must stop all use of the Software.

14.4 Any provisions which by their nature should survive termination shall survive termination of this EULA.

15. General

15.1 No waiver. The Company's decision not to enforce, or to enforce only in certain cases, any provision of this EULA against any person or use does not waive any right of the Company, does not amend this EULA, and does not create any defense, license, right, or expectation for any other person or Organization. No course of conduct, delay, or tolerance on the part of the Company limits its ability to require appropriate licensing or to enforce this EULA.

15.2 Severability. If any provision of this EULA is held to be invalid or unenforceable, that provision shall be limited or removed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

15.3 Assignment. You may not assign or transfer this EULA or any license granted under it. The Company may assign this EULA in connection with a merger, acquisition, reorganization, or sale of assets.

15.4 Entire agreement. This EULA constitutes the entire agreement between you and the Company in respect of its subject matter and supersedes all prior or contemporaneous statements, marketing, messaging, emails, forum or community posts, and representations, whether made by the Company or its personnel. No such statement creates any license, right, or expectation beyond the terms of this EULA. Where a separate signed Business agreement exists between you and the Company, that agreement governs to the extent of any conflict with this EULA.

16. Governing Law and Jurisdiction

16.1 This EULA and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

16.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this EULA or its formation, interpretation, or validity.

17. Appendix: Revision History

15th June 2026 (v2.1): Reaffirmed that a Personal License remains the right choice for individuals who buy and manage Synergy themselves, including mixed personal and work use, and including where an employer does not provide a license. Focused Business Licensing on organizational use, such as company-funded, deployed, centrally managed, or procured use. Added standard definitions and general provisions. The update clarifies the line between personal and business use and preserves personal use for individuals who buy and manage their own licenses.

19th May 2026 (v2.0): Replaced the previous hardware-ownership test with a use-based definition of personal and business licensing, defined commercial use, added server-based licensing scope of one license per keyboard-and-mouse host, and introduced compliance and enforcement provisions, including audit rights and retroactive Business Licensing for commercial use.

30th Dec 2025 (v1.2): Further clarified the statement for the term "Lifetime".

1st June 2023 (v1.1): Added a clarifying statement for the term "Lifetime".

9th July 2023 (v1.0): Reorganised license type information under "License Types" and product lifetime information under "Lifetime of Products".