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1. INTRODUCTION

These Terms are a legally binding contract between you and Syncosystem, Inc. As part of these Terms, you agree to comply with the most recent version of our Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the Terms, you confirm that you have read, understand and agree to be bound by the Terms. “We”, “our” and “us” currently refers to Syncosystem, Inc.

2. THE RELATIONSHIP BETWEEN YOU, CUSTOMER AND US

As between us and customer, you agree that it is solely customer’s responsibility to (a) inform you and any authorized users of any relevant policies and practices and any settings that may impact the processing of data; (b) obtain any rights, permissions or consents from you and any authorized users that are necessary for the lawful use of data and the operation of the services; (c) ensure that the transfer and processing of data under the contract is lawful; and (d) respond to and resolve any dispute with you and any authorized user relating to or based on data, the services or customer’s failure to fulfill these obligations. Syncosystem, Inc makes no representations or warranties of any kind, whether express or implied, to you relating to the services, which are provided to you on an “as is” and “as available” basis.

3. YOU MUST BE OVER THE LEGAL AGE

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of eighteen. You represent that you are over the legal age and are the intended recipient of the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

3. YOU MUST BE OVER THE LEGAL AGE

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of eighteen. You represent that you are over the legal age and are the intended recipient of the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

4. LIMITATION OF LIABILITY

4.1 If we believe that there is a violation of that can simply be remedied by removal of certain Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

4.2 In no event will you or we have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. unless you are also a customer, you will have no financial liability to us for a breach of these user terms. Our maximum aggregate liability to you for any breach of the user terms is fifty dollars ($50) in the aggregate.

5. MODIFICATIONS

As our business evolves, we may change these Terms. If we make a material change to the Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these Terms: Hipaa Policy, Cookie Policy, Legal Disclaimer, Business Associate Agreement as well as Refund & Return Policy. Any material revisions to these Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

6. PURCHASING DECISIONS

Syncosystem, Inc may share information about our future product plans. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

7. FEEDBACK IS WELCOME

The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally.

8. -- USE OF THE SERVICES

Customer must comply and ensure that its Authorized Users comply with the Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 18. Customer must ensure that all Authorized Users are over 18 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

9. OUR RESPONSIBILITIES

Providing the Services Syncosystem, Inc will (a) make the Services available to Customer and its Authorized Users; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary.

Protecting Customer Data The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control.

10. OWNERSHIP AND PROPRIETARY RIGHTS

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions, Customer (for itself and all of its Authorized Users) grants Syncosystem, Inc a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Data, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license

11. OUR RIGHTS

Syncosystem, Inc owns and will continue to own our Services, including all related intellectual property rights. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Terms. All of our rights not expressly granted by this license are hereby retained.

12. TERM AND TERMINATION

Pricing Changes We are evolving quickly, as a company and reserve the right to change pricing during any given billing term.

Termination for Cause Syncosystem, Inc or Customer may terminate these Terms on notice to the other party if the other party materially breaches these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach.

Pricing Changes Effect of Termination Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Representations Disclaimer of Warranties EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Confidential Information Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Force Majeure Neither Syncosystem, Inc nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, botnets, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Waiver No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
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