Legal

Sydal Software License Agreement

Last updated: October 22, 2026.

Version 1.0, effective October 22, 2026
Licensor: Sydal, LLC, a Wisconsin limited liability company
Applies to: Sydal desktop software (Windows), its optional browser version, and related documentation

1. Agreement and acceptance

1.1 This Software License Agreement (the "Agreement") is between Sydal, LLC, a Wisconsin limited liability company ("Sydal", "we", "us"), and the company, organization, or other entity that orders, downloads, installs, or uses the Software (the "Customer", "you").

1.2 The Customer accepts this Agreement when any of the following first happens: a person acting for the Customer clicks to accept it, installs or uses the Software, signs an Order, or pays an invoice that refers to this Agreement. The person who accepts confirms that they are authorized to bind the Customer.

1.3 Business use only. The Software is licensed only to businesses and other organizations for business purposes. It is not offered to consumers. A sole proprietor, or any individual who downloads, installs, or uses the Software in connection with a trade, business, or profession (including the trial and the free Viewer), is a business user and the "Customer" for purposes of this Agreement.

1.4 Orders. An "Order" is any quote, invoice, order form, or online checkout issued by Sydal that refers to this Agreement. If an Order conflicts with this Agreement, the Order controls for that purchase only. Terms on a Customer purchase order, vendor portal, or similar document do not apply, even if Sydal accepts or acknowledges them, unless both parties sign a document that expressly amends this Agreement.

2. Definitions

"Software": the Sydal desktop application, its browser version (where provided), updates and new versions Sydal makes available to the Customer, connectors, sample content, and documentation, in object-code form only. "Software" includes the license-key verification, code-signing, and integrity mechanisms built into it.
"License Key": the offline key Sydal issues. It records the Customer name, plan, number of Seats, and expiry date, and is digitally signed by Sydal.
"Key ID": the fingerprint that identifies a License Key: the first 8 bytes of the SHA-256 hash of the License Key's signature, written as 16 hexadecimal characters. It is the identifier Sydal records for each key it issues and that the Software's revocation list uses.
"Seat" or "User": one named individual (an employee or individual contractor of the Customer) authorized by the Customer to use the paid features of the Software. A Seat cannot be shared, pooled, or used concurrently by more than one person.
"Personnel": the Customer's and its affiliates' employees, officers, contractors, consultants, and agents, and anyone else who obtains access to the Software or a License Key through the Customer.
"Subscription Term": the period for which a License Key is valid, normally 12 months from its issue date.
"Customer Data": the models, diagrams, metadata, files, and other content the Customer creates, imports, or stores using the Software.
"Fees": the amounts stated in an Order.
"Restricted Act": any act prohibited by section 5.

3. License grant

3.1 Paid license. Subject to this Agreement and payment of the Fees, Sydal grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable (as set out in sections 6 and 15) license during the Subscription Term to install and use the Software, in object-code form, for the Customer's internal business purposes, by a number of Users not exceeding the Seats purchased. Each User may install the Software on the computers that User personally uses.

3.2 Trial. The Software includes a 30-day trial with full features, for evaluation only. The trial is provided "as is" and sections 12 and 13 apply to it in full. After the trial or a Subscription Term ends, existing models can still be opened and exported, but editing, saving, and connectors require a valid License Key.

3.3 Free Viewer. Sydal grants the Customer a free, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software in Viewer mode, without a License Key, to open and view Sydal models, and to export diagrams in the export formats made available in the Viewer, for the Customer's internal business purposes. Viewer mode does not include editing, saving, connectors, or other paid features. Sections 4, 5, 8, 9, 11 to 14, and 16 to 20 apply to Viewer use. Sydal may change or end the Viewer at any time for future versions.

3.4 Consultancies. A consultancy or service provider may use its Seats to deliver services to its own clients. Its clients do not receive any license to the Software through the consultancy, and the consultancy is responsible for its Personnel under section 8.

3.5 Updates. Sydal may, but is not required to, make updates or new versions available during the Subscription Term. Updates are licensed under this Agreement unless they come with different terms.

3.6 Open-source components. Open-source components bundled with the Software are licensed under their own terms, listed in THIRD-PARTY-NOTICES.md and THIRD-PARTY-LICENSES.txt shipped with the Software. Nothing in this Agreement limits the Customer's rights under those licenses, and the restrictions in section 5 do not apply to those components to the extent their licenses forbid such restrictions.

4. Ownership

4.1 The Software is licensed, not sold. Sydal and its licensors own all right, title, and interest in the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property, and all copies, modifications, and derivative works of it, however made. Sydal reserves all rights not expressly granted.

4.2 The Software's source code, internal structure, algorithms, license-key format, signing keys, and verification logic are Sydal's confidential information and trade secrets.

4.3 Feedback. If the Customer gives Sydal suggestions or feedback, Sydal may use them without restriction or obligation.

5. Restrictions

5.1 Except as expressly permitted by this Agreement, the Customer must not, and must not permit or help any person to:

a) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, object structure, algorithms, data formats, license-key format, or signing or verification logic of the Software, or unpack, extract, or dump any part of the Software's code, embedded resources, or keys;

b) circumvent, disable, bypass, patch, emulate, or tamper with the license-key check, Key ID or revocation list, trial limits, code signature, integrity checks, or any other technical protection measure; or create, generate, modify, distribute, share, publish, or use any License Key not issued by Sydal for that Customer;

c) use the Software, its documentation, or any information obtained from it (including through any Restricted Act) to design, build, train, or improve a product or service that competes with Sydal, or to copy its features, user interface, or workflows for that purpose;

d) copy, modify, translate, or create derivative works of the Software, other than the Customer's own Customer Data;

e) use more Seats than purchased, share a Seat among several people, or rotate a Seat other than for genuine staff changes;

f) rent, lease, lend, resell, sublicense, distribute, or offer the Software as a hosted, time-sharing, or service-bureau offering to third parties;

g) remove, alter, or obscure any proprietary notice, label, or signature;

h) benchmark the Software for publication, or publish performance or security test results, without Sydal's prior written consent; or

i) use the Software in breach of law, including the export laws in section 17.

5.2 Legal exceptions. Section 5.1(a) and (b) apply except to the extent that applicable law expressly permits the act despite this contractual restriction (for example, any non-waivable right to achieve interoperability of an independently created program). If the Customer relies on such a right, it must first give Sydal written notice describing the purpose and request the interoperability information, which Sydal may provide on reasonable terms, and it must limit the act to what the law strictly permits and use the resulting information only for that purpose.

6. License keys, verification and revocation

6.1 Offline keys. License Keys are checked on the Customer's computer, and no activation call is made to Sydal. The Customer must keep License Keys confidential and share them only with its authorized Users.

6.2 Key records. Sydal records each License Key by its Key ID together with the Customer name, plan, number of Seats, and expiry date. Sydal's records are presumed correct unless the Customer shows otherwise.

6.3 Revocation by notice. Sydal may revoke a License Key, identified by its Key ID, by written notice (email is sufficient) to the Customer's billing or notice contact:
a) for non-payment, if an undisputed invoice remains unpaid 15 days after written notice of non-payment;
b) immediately, for any breach of section 5 or section 17;
c) if the License Key has been leaked, published, or used beyond the purchased Seats (if the Customer was not at fault, Sydal will issue a replacement key for its legitimate Seats at no charge);
d) after a refund; or
e) on termination of this Agreement.

6.4 Effect of revocation. The Customer's license to use the paid features covered by a revoked License Key ends on the date stated in Sydal's notice, or on the date of the notice if none is stated, whether or not the Software stops accepting the key. Later versions of the Software may enforce revocation technically (for example, through a revocation list included in an update); Sydal does not promise that enforcement will reach copies already installed, and the absence of technical enforcement does not extend the Customer's rights. Revocation does not delete or lock away Customer Data.

7. Fees, term and renewal

7.1 Price. The Professional plan costs US $990 per Seat per year, billed annually in advance, unless an Order states otherwise. Fees exclude taxes; the Customer pays all sales, use, VAT, GST, and similar taxes other than taxes on Sydal's net income.

7.2 Payment. Invoices are payable within 30 days of the invoice date by the method shown on the invoice (currently PayPal). Sydal issues License Keys after payment is received unless it agrees in writing to issue them earlier.

7.3 Term and renewal. Each Subscription Term lasts 12 months from the License Key's issue date unless the Order states otherwise. About 30 days before it ends, Sydal will email a renewal invoice. The subscription renews only when that invoice is paid; subscriptions do not auto-charge or auto-renew. If the renewal invoice is not paid, the subscription ends at the expiry date.

7.4 Price changes. Renewals are charged at the list price in effect at renewal. Sydal will give at least 60 days' notice of a list-price increase before it affects a renewal.

7.5 Refunds. The 30-day trial is the evaluation period. Fees are non-refundable once a License Key is issued, except as stated in section 15.4 or where a refund is required by law.

8. Customer responsibility for its Personnel

8.1 The Customer is responsible for all use of the Software and of License Keys issued to it, and for every act and omission of its Personnel, as if they were the Customer's own. Any act by Personnel that would breach this Agreement if done by the Customer is a breach by the Customer.

8.2 The Customer will (a) allow only authorized Users to use paid features, (b) bind its Personnel to obligations at least as protective as sections 5 and 11 before giving them access, (c) keep a record of which named individual holds each Seat, and (d) promptly notify Sydal in writing if it learns of any Restricted Act, leaked License Key, or other unauthorized use, and cooperate with Sydal to stop it.

9. Verification and audit

9.1 Annual self-certification. Once in any 12-month period, on at least 15 days' written notice, the Customer will certify in writing, signed by an officer, the number of named Users holding Seats and that it has complied with section 5.

9.2 Audit. If the Customer does not provide the certification, or Sydal has a good-faith, documented reason to believe the Customer is not complying, Sydal (or an independent auditor bound by confidentiality obligations) may audit the Customer's use of the Software:
a) notice: at least 30 days' written notice;
b) frequency: no more than once in any 12-month period, unless a prior audit found non-compliance;
c) scope: limited to records, systems, and installations reasonably needed to verify the number of Users and compliance with sections 5 and 6, and not extending to Customer Data beyond what is needed for that purpose;
d) conduct: during normal business hours, remotely where practical, in a way that does not unreasonably interfere with the Customer's operations, and subject to the Customer's reasonable security policies.

9.3 Results. If an audit shows use beyond the Seats purchased, the Customer will pay, within 30 days of invoice, the amount set out in section 16.4 for that unlicensed use. If the underpayment exceeds 5% of the Fees due for the audited period, or the audit finds a Restricted Act, the Customer will also reimburse Sydal's reasonable audit costs.

10. Data, network behavior and third-party features

10.1 Customer Data. As between the parties, the Customer owns all Customer Data. Sydal is local-first: models are stored and autosaved on the Customer's own computers. Sydal does not host, receive, or have access to Customer Data unless the Customer chooses to send it to Sydal (for example, by attaching a file to a support email).

10.2 Network behavior. Sydal's own code makes no outbound network calls: the Software has no telemetry, no auto-updater, no crash reporting, and no online activation, and License Keys are checked offline. The Software relies on the Microsoft WebView2 runtime, a Microsoft component that does contact Microsoft (for example, for runtime updates) under Microsoft's own terms, which Sydal does not control. Apart from that, Customer Data leaves the computer only when a User chooses to publish, share, or use an AI feature.

10.3 Connector credentials. Connectors read metadata from the Customer's systems, read-only, using credentials the Customer supplies. Passwords and access tokens are never saved by the Software. To make reconnecting easier, the host (server), user, and database names for each connection are stored locally on the User's computer and are not sent to Sydal. The Customer is responsible for having the right to access the systems it connects to and for the security of its own computers.

10.4 AI features. Optional AI features send prompts and relevant model content directly from the User's computer to the AI provider the Customer configures, under the Customer's own agreement with that provider. Sydal is not responsible for third-party providers' services or outputs, and AI output can be wrong.

10.5 Third-party products. Third-party products the Software works with (for example Databricks, Snowflake, Microsoft Fabric, Power BI, and Purview) are provided by their owners under their own terms. Their names are trademarks of their owners and do not imply endorsement.

11. Confidentiality

Each party will protect the other's non-public information received in connection with this Agreement with at least reasonable care, use it only for the purposes of this Agreement, and disclose it only to its Personnel who need to know it and are bound by similar obligations. The Software's non-public elements described in section 4.2 are Sydal's confidential information for as long as they remain trade secrets. Pricing in an Order is confidential.

12. Warranty disclaimer

12.1 THE SOFTWARE, THE TRIAL, ANY PREVIEW FEATURES, THE FREE VIEWER, AND ANY FREE SESSION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYDAL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SYDAL DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT LINEAGE, IMPACT, OR ASSESSMENT RESULTS WILL BE COMPLETE OR CORRECT.

12.2 Features labeled Preview, including certain connectors and the AI features, may be incomplete and may change. The Customer is responsible for checking outputs before relying on them.

12.3 No warranty is given beyond what is stated in this section 12.

13. Limitation of liability

13.1 Cap. EXCEPT AS PROVIDED IN SECTION 13.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE IS LIMITED TO THE FEES THE CUSTOMER PAID TO SYDAL IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.2 Excluded damages. EXCEPT AS PROVIDED IN SECTION 13.3, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED THAT THEY WERE POSSIBLE.

13.3 Exclusions from the cap. SECTIONS 13.1 AND 13.2 DO NOT APPLY TO OR LIMIT: (a) THE CUSTOMER'S OBLIGATION TO PAY FEES, AUDIT AMOUNTS, OR LIQUIDATED DAMAGES; (b) THE CUSTOMER'S LIABILITY FOR ANY BREACH OF SECTION 5 (RESTRICTIONS), SECTION 6.1 (KEY CONFIDENTIALITY), SECTION 8 (PERSONNEL), OR SECTION 11 (CONFIDENTIALITY), OR FOR ANY OTHER INFRINGEMENT OR MISAPPROPRIATION OF SYDAL'S INTELLECTUAL PROPERTY; (c) THE CUSTOMER'S INDEMNITY OBLIGATIONS UNDER SECTION 14; (d) AMOUNTS RECOVERABLE UNDER SECTION 16.2 (FEES AND COSTS); OR (e) LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING FOR FRAUD OR WILLFUL MISCONDUCT.

13.4 The Fees reflect this allocation of risk.

14. Customer indemnity

14.1 The Customer will defend, indemnify, and hold harmless Sydal, LLC and its members, managers, officers, employees, and agents from and against all claims, demands, losses, damages, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs) arising out of or relating to: (a) any breach of section 5, 6.1, 8, 11, or 17 by the Customer or its Personnel; (b) any use of the Software by the Customer or its Personnel in violation of this Agreement or of law; (c) Customer Data, or the Customer's access to third-party systems through the Software; or (d) any third-party claim arising from the Customer's or its Personnel's acts or omissions. This indemnity does not apply to the extent a claim is caused by the negligence or willful misconduct of Sydal or its personnel.

14.2 Procedure. Sydal will give the Customer prompt written notice of a claim (a delay relieves the Customer only to the extent it is materially prejudiced), reasonable cooperation at the Customer's expense, and control of the defense, except that the Customer may not settle any claim that imposes an obligation on, or admits fault by, Sydal without Sydal's prior written consent. Sydal may participate with its own counsel at its own expense, or at the Customer's expense if the Customer fails to assume the defense promptly.

15. Term and termination

15.1 Term. This Agreement applies from the Customer's first acceptance under section 1.2 until all Subscription Terms (and any trial and Viewer use) have ended or it is terminated under this section.

15.2 Immediate termination for restricted breaches. Sydal may terminate this Agreement, any Order, and any or all License Keys immediately on written notice if the Customer or any of its Personnel commits a Restricted Act, breaches section 6.1 or 17, or misuses Sydal's confidential information. No cure period applies.

15.3 Other breaches. Either party may terminate on written notice if the other materially breaches this Agreement (other than as covered by section 15.2) and does not cure the breach within 30 days of notice. Sydal may also terminate on written notice for non-payment under section 6.3(a).

15.4 Refund on Sydal breach. If the Customer terminates for Sydal's uncured material breach, Sydal will refund prepaid Fees for the unused part of the Subscription Term. No refund is due on termination under section 15.2.

15.5 Effect. On termination or expiry: (a) all licenses end and the related License Keys are revoked; (b) the Customer and its Personnel must stop using the paid features, and on Sydal's request uninstall the Software (except for use in Viewer mode under section 3.3) and certify this in writing; (c) all unpaid Fees become due; and (d) the Customer keeps its Customer Data, and models remain openable and exportable. Sections 2, 4, 5, 8, 9 (for 12 months after termination), 11, 12, 13, 14, 15.5, 16, 17, and 18 to 20 survive.

16. Remedies

16.1 Injunctive relief. The Customer agrees that a breach of section 5, 6.1, 8, or 11 would cause Sydal irreparable harm for which money damages would not be an adequate remedy. Sydal is entitled to temporary, preliminary, and permanent injunctive relief and specific performance to prevent or stop such a breach, in any court of competent jurisdiction, without having to prove actual damages and without posting a bond or other security, to the extent permitted by law (and if a bond is required, the parties agree that a bond of US $1,000 is adequate). These remedies are in addition to any other remedy.

16.2 Damages, fees and costs. The Customer is liable for all damages caused by its or its Personnel's breach of this Agreement, including Sydal's lost license fees and any profits the Customer obtained from the breach, to the extent recoverable by law. In any action to enforce sections 5, 6, 7, 8, 9, 11, 14, or 17, or to collect amounts due, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, collection costs, and court costs from the other party.

16.3 Cumulative remedies. Sydal's rights and remedies under this Agreement are cumulative and in addition to its rights under copyright, trade secret, and other law.

16.4 Liquidated damages for unlicensed use. The parties agree that Sydal's actual damages from use of the Software beyond the Seats purchased, or use without a valid License Key, would be difficult to determine at the time of contracting, because they include lost sales, administrative and enforcement costs, and the risk of further unlicensed copies. As a reasonable pre-estimate of those damages, and not as a penalty, for each unlicensed User the Customer will pay two (2) times the then-current list-price Fee for one Seat for each Subscription Term (or part of one) during which the unlicensed use occurred. This amount applies in place of Sydal's actual damages for that unlicensed use only. It does not limit Sydal's injunctive relief, the recovery of fees and costs under section 16.2, or Sydal's damages for any other breach, including any Restricted Act.

17. Export controls and sanctions

The Software may be subject to US export control and sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control (OFAC). The Customer will not export, re-export, transfer, or provide the Software to, or allow use by, any person or place prohibited by those laws, including comprehensively sanctioned countries and regions and persons on US restricted-party lists, and confirms that it is not such a person. The Customer is responsible for complying with all US export control and sanctions laws that apply to its use of the Software.

18. US Government users

The Software is "commercial computer software" and "commercial computer software documentation." Government rights are only those granted in this Agreement.

19. Governing law and venue

19.1 This Agreement is governed by the laws of the State of Wisconsin, USA, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. The Uniform Computer Information Transactions Act does not apply, to the extent permitted.

19.2 The state courts located in Racine County, Wisconsin, and the United States District Court for the Eastern District of Wisconsin, have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to that jurisdiction and venue. Despite this, Sydal may seek injunctive relief under section 16.1, or collect amounts due, in any court of competent jurisdiction.

20. General

20.1 Assignment. The Customer may not assign or transfer this Agreement or any license, by operation of law or otherwise, without Sydal's prior written consent, except to a successor of all or substantially all of its business that is not a competitor of Sydal and that agrees in writing to be bound. Sydal may assign this Agreement to an affiliate or to a successor of its business.

20.2 Changes. Sydal may update this Agreement for future Orders and renewals by posting a new version or including it with the Software. The version in effect when an Order is placed or renewed applies to that Subscription Term.

20.3 Notices. Notices to Sydal go to [email protected] and to Sydal, LLC, 282 S Pine St, Burlington, WI 53105. Notices to the Customer go to the billing or notice contact on its Order. Email notice is effective when sent, unless the sender receives a delivery failure.

20.4 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. This does not apply to payment obligations or to section 5.

20.5 Entire agreement; severability; waiver. This Agreement and the Orders are the entire agreement on this subject and supersede all prior discussions. If any provision is held unenforceable, it will be enforced to the maximum extent permitted (and, for sections 5, 13, 14, and 16, reformed to the minimum extent needed to make it enforceable), and the rest stays in effect. A failure or delay in enforcing a provision is not a waiver.

20.6 Independent parties; electronic acceptance. The parties are independent contractors. Electronic acceptance, including clicking to accept, installing the Software, or paying an invoice that refers to this Agreement, is binding, and electronic records and signatures have the same effect as originals.

20.7 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

Sydal, LLC · [email protected]