This End User Licence Agreement (“EULA”) is a binding legal agreement between you (the licensee, referred to as “you” or “your”) and Teksyte UK Ltd (“Teksyte”, “we”, “us”) for the use of the NivoSync software (“Plugin”).
By installing, copying, or using the Plugin, you agree to be bound by this EULA. If you do not agree, you must not install or use the Plugin.
1. Grant of licence
Subject to payment of the applicable Licence fee and your continuing compliance with this EULA, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to install and use the Plugin on:
- A single production domain that you own or operate, plus reasonable use on a single staging or development environment for that domain.
Each Licence is bound to the production domain on first activation. You may transfer a Licence to a new domain by deactivating it from the original install before activating elsewhere. Repeated deactivate / reactivate cycles intended to circumvent the single-domain limit are a breach of this EULA.
2. Restrictions
You shall not, and shall not permit any third party to:
- Copy, modify, adapt, translate, or create derivative works of the Plugin, except as expressly permitted by mandatory law or by this EULA.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Plugin or any part of it, except to the extent expressly permitted by applicable law (e.g. UK CDPA section 50B for interoperability purposes, with prior notice to us).
- Remove, alter, or obscure any proprietary notice, copyright, trademark, or licensing-related code in the Plugin.
- Distribute, sell, sublicense, lease, rent, lend, host, or otherwise transfer the Plugin or any copy of it to a third party.
- Circumvent, disable, or interfere with the Plugin’s licensing, domain-binding, integrity-verification, or update-verification mechanisms.
- Use the Plugin in any manner that violates applicable law or the rights of any third party.
- Operate the Plugin in a multi-tenant SaaS configuration where end customers can use it as a service. Operating the Plugin on a single-merchant store you control is the intended use.
3. Ownership and intellectual property
The Plugin is licensed, not sold. Teksyte UK Ltd retains all right, title, and interest in and to the Plugin, including all intellectual-property rights. No rights are granted to you other than those expressly stated in this EULA.
The Plugin includes third-party open-source components, each governed by its own licence. A list of third-party components and their licences is included in the Plugin distribution under vendor/ and readme.txt. Nothing in this EULA modifies the rights you have under those open-source licences.
4. Updates and support
The Plugin includes an automatic update mechanism that periodically contacts our licence-server API to check for new releases. By activating the Plugin you authorise this update mechanism.
- Updates are available while your subscription is active. Cancellation or expiry stops update eligibility; the Plugin continues to function on the current installed version.
Email support is included and provided on a best-effort basis at the response times advertised on /pricing. Support does not include custom development, third-party plugin debugging, or hosting issues unrelated to NivoSync.
5. Warranty disclaimer
The Plugin is provided “as is” and “as available”. To the maximum extent permitted by applicable law, we disclaim all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, uninterrupted operation, and non-infringement.
We do not warrant that the Plugin will operate without interruption or error, that defects will be corrected, or that the Plugin is free of harmful components. We do not warrant the continued availability or behaviour of the Nivoda B2B API or any other third-party service the Plugin integrates with.
Some jurisdictions do not allow the exclusion of certain implied warranties; in those jurisdictions only the warranties that cannot be excluded survive, and they are limited to the maximum extent permitted by law.
6. Limitation of liability
To the maximum extent permitted by applicable law, our total aggregate liability under or in connection with this EULA, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total Licence fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
We will not be liable for any indirect, special, consequential, punitive, or incidental damages, including without limitation: loss of profits, loss of revenue, loss of business, loss of data, interruption of service, or cost of substitute software.
Nothing in this EULA limits or excludes any liability that cannot legally be limited or excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
7. Indemnification
You agree to indemnify and hold harmless Teksyte UK Ltd from any third-party claim arising out of (a) your breach of this EULA; (b) your use of the Plugin in combination with software or services not provided or expressly approved by us; (c) your modification of the Plugin contrary to this EULA; or (d) your violation of applicable law in connection with your use of the Plugin.
8. Termination
This EULA terminates automatically:
- If your Licence expires and is not renewed (Standard tier).
- If you breach any material term of this EULA and fail to cure the breach within 14 days of written notice (where the breach is curable). Some breaches — including circumvention of licensing mechanisms or distribution of the Plugin to third parties — are not curable and termination is immediate.
- If a refund is processed under our Refund Policy.
Upon termination you must cease all use of the Plugin and destroy all copies in your possession or control. The Plugin’s self-update path will detect the lapsed Licence and disable non-essential features; the catalogue display continues to function but new diamond syncs and Plugin updates stop.
Sections 2 (Restrictions), 3 (Ownership), 5 (Warranty disclaimer), 6 (Limitation of liability), 7 (Indemnification), and 9 (Governing law) survive any termination.
9. Governing law
This EULA is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
10. General
Entire agreement. This EULA, together with the Terms of Service and the Refund Policy, is the entire agreement between you and us in respect of the Plugin.
Severability. If any provision is held invalid, the remaining provisions continue in full force.
No waiver. Failure to enforce any right is not a waiver of that right.
Assignment. You may not assign this EULA without our written consent. We may assign in connection with a corporate restructuring, merger, or sale of assets.
11. Contact
Questions about this EULA can be sent to info@nivosync.com.
Teksyte UK Ltd, registered in England and Wales.