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marketplace-license-v3-2026-08-16
SHA-256 1cf596887ec76fd44cbc63738185bda11ec16277c6b6869eb53fa8b93a66445d

Marketplace Licence Terms

Version: marketplace-license-v2-2026-08-15
Effective date: 15 August 2026

These Licence Terms supplement the Marketplace Terms. They explain how purchased product files, source code, prompts, templates, documentation, and updates may be used.

1. Licensor and licensed material

  1. The licensor is Synclaro IT Dienstleistungen, proprietor Marco Heer, Bahnhofstraße 15, 92318 Neumarkt i.d.OPf., Germany.
  2. “Product” means the digital product identified in the order, including documentation and updates supplied by Synclaro. Separately identified third-party components remain governed by their own licences.
  3. “Customer” means the natural or legal person identified in the order and acting as a business. Affiliates are not automatically licensed.
  4. “User” means a natural person to whom the Customer assigns a seat within its organisation.
  5. “Output” means a work result produced with the help of the Product. The Product itself, its files, and substantial copied parts are not Outputs.

2. Grant and duration

  1. Following full payment, the Customer receives a non-exclusive, worldwide, perpetual right to use the Product within the selected licence tier.
  2. The licence is tied to the Customer and the specific Product version. It may be transferred only under section 9.
  3. Security and compatibility updates are included only for the period stated on the product page. Expiry of that period does not end the right to use the version already delivered.

3. Licence tiers

3.1 Individual

  1. Use is permitted by one named person within one legal entity.
  2. That person may use the Product for internal and own-business purposes and may use or publish completed Outputs in the Customer’s own business.
  3. The licence does not cover providing services to third-party clients where the Product is used regularly as a production tool or a product-like Output is handed over.

3.2 Team

  1. Use is permitted by up to ten named people within one legal entity.
  2. Those Users may collaborate on internal and own-business Outputs and may use or publish them.
  3. The Team licence may not be operated as a central service for affiliates, external contractors, or third-party clients.

3.3 Agency

  1. Use is permitted by up to 25 named people within one legal entity.
  2. Those Users may use the Product to provide the Customer’s own services to clients and may deliver completed, Product-independent Outputs to them.
  3. The Customer may not deliver the Product, source or working files, installation packages, prompts, templates, operating logic, or any Output that practically enables a recipient to use or reconstruct the Product independently.
  4. More Users, multiple legal entities, embedding in a client product, or platform and software-as-a-service use require a separate written licence.

4. Permitted use

Within the selected tier, the Customer may:

  1. create a reasonable number of installation and backup copies for licensed Users;
  2. store the Product in private, access-controlled Customer repositories;
  3. modify configurations and source code for the Customer’s own permitted use;
  4. use completed Outputs commercially in the Customer’s own business; and
  5. create internal installation, configuration, and operating documentation.

Modifications are made at the Customer’s risk. Synclaro need support a modified version only to the extent that a defect is reproducible in the unmodified version.

5. Rebuilds in third-party AI environments

  1. “Rebuild guide” means instructions supplied by Synclaro with the Product that allow the Product’s functionality to be set up in another AI environment, in particular a third-party assistant, agent, or model platform.
  2. A version set up in such an environment by following the rebuild guide or by using substantial Product material such as prompts, role briefs, workflows, configurations, or documentation is a “rebuilt version”. A rebuilt version is a version of the Product under these Licence Terms even if no source code is copied.
  3. The Customer may set up and operate rebuilt versions within the selected licence tier for the use permitted by the purchased licence tier. The same named Users and the same tier limits apply as for the Product itself. A rebuilt version does not create additional seats.
    3a. The Customer may use an AI application of their choice for the rebuild and may make the delivered files available to it for that purpose. For that purpose the Customer may modify the Product, translate it into another programming language, and integrate it into their own tools.
    3b. The rights under clauses 3 and 3a continue indefinitely, even if Synclaro no longer offers the Product, no longer maintains it, or ceases trading. The Customer is not dependent on any continuing performance by Synclaro in order to keep using what they purchased.
  4. In shared AI environments, the Customer must restrict access to rebuilt versions to the named Users by technical or organisational means. Activation for additional people is permitted only if the licence tier covers every person with access.
  5. The rebuild guide and rebuilt versions may not be passed on to third parties, published, or made available outside the licensed legal entity. The prohibitions in section 6 apply accordingly to the rebuild guide and to rebuilt versions.
  6. When the licence ends under section 11, the right to operate rebuilt versions also ends. The Customer must deactivate and delete them in the relevant environment to the extent they remain usable there and confirm this in text form on request.
  7. The terms of the relevant environment or model provider remain the Customer’s responsibility. Section 8 applies accordingly.

6. Prohibited use

Without separate written permission, the Customer must not:

  1. sell, rent, lend, sublicense, give away, exchange, or otherwise provide all or part of the Product to a third party;
  2. publish Product files or substantial parts in public repositories, open knowledge bases, prompt libraries, marketplaces, courses, or download areas;
  3. remove, falsify, or bypass licence, provenance, buyer, or integrity markers;
  4. share credentials or archives outside the licensed legal entity;
  5. exploit the Product or substantial parts as the basis of a competing skill, template, course, software, or marketplace product;
  6. provide a hosted interface, application programming interface, bot, or other service to third parties that substantially substitutes for the Product;
  7. bypass safeguards or misrepresent the number of Users; or
  8. use the Product unlawfully or in violation of third-party rights.

Mandatory statutory rights, including rights necessary for interoperability, remain unaffected.

7. Rights in Outputs

  1. Synclaro claims no rights in the Customer’s independent content, data, or Outputs that do not consist of protected Product material.
  2. Whether an AI-generated Output attracts copyright and what rights a model provider grants are determined by applicable law and that provider’s terms. Synclaro gives no additional rights warranty.
  3. Before publication, the Customer must review Outputs for accuracy, third-party rights, confidentiality, and regulatory requirements.
  4. Identifiable Product material remains subject to these Licence Terms regardless of how it is embedded.

8. Third-party components and services

  1. Open-source software, fonts, media, and other third-party components are identified in the relevant Product’s third-party notices and software bill of materials. Their own terms prevail for those components.
  2. Customer accounts, keys, contracts, and fees for model providers, application programming interfaces, or other services are not part of this licence.
  3. The Customer is responsible for ensuring that its use complies with each provider’s then-current terms. A Synclaro licence cannot expand third-party rights.

9. Transfer and organisational changes

  1. The licence is not freely transferable.
  2. On universal succession, merger, or transfer of the entire relevant business operation, the licence may pass to the successor after prior notice if the successor accepts these terms and the former Customer deletes every usable copy.
  3. A named User may be replaced after departure or a permanent change of duties. Rotating multiple people through one seat is not permitted.

10. Records, marking, and misuse prevention

  1. Synclaro maintains a licence record identifying the Customer, Product, version, licence tier, permitted User count, and order number.
  2. Delivered archives may contain a signed, customer-specific marker. It evidences entitlement and does not alter Product functionality.
  3. Synclaro may search publicly accessible sources and sales listings for its Product material. There is no hidden transmission of usage data from the Product and no access to private Customer systems unless transparently agreed for a specific Product.
  4. If there is concrete evidence of a material licence breach, the Customer will reasonably assist the investigation, including by confirming the number of Users and deployed legal entities.

11. Termination for licence breach

  1. For a remediable material breach, Synclaro may terminate the affected licence if the Customer does not cure the breach within a reasonable period.
  2. Synclaro may terminate immediately for deliberate resale, public distribution, removal of a buyer marker to conceal origin, or a repeated material breach.
  3. After termination, the Customer must delete all affected Product copies, including backups, and confirm deletion in text form on request. Lawfully created independent Outputs may continue to be used if they contain no usable Product material.
  4. Statutory remedies remain unaffected.

12. Order of precedence

Individually agreed written licence terms prevail, followed by Product-specific licence notices, these Marketplace Licence Terms, the Marketplace Terms, and the product description. Third-party terms apply only to the identified third-party component or service.