PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE GET STARTED OR SIGN UP OR UPGRADE BUTTON OR BY ACCESSING OR USING THE SYNCHROLOG SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SYNCHROLOG SERVICES. CHANGES MAY BE MADE TO THIS AGREEMENT FROM TIME TO TIME. WE WILL MAKE REASONABLE COMMERCIAL EFFORTS TO NOTIFY YOU OF ANY MATERIAL UPDATES TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, YOUR CONTINUED USE OF THE SERVICE WILL BE DEEMED ACCEPTANCE TO AMENDED OR UPDATED TERMS. AS SUCH, YOU SHOULD CHECK FREQUENTLY TO SEE IF WE HAVE UPDATED THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERMS OR CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE.
“Service(s)” means the content, tools, services, software application and products provided by Synchrolog through its website synchrolog.com or any other Website operated by Synchrolog and including, without limitation, the Synchrolog SDK, recordings, reports, documentation, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, software and application services. At the same time, “Synchrolog SDK” means the underlying software development kit provided by Synchrolog, Inc. for Synchrolog services. By “Documentation” we mean instructions, user guides, and other documents made available by Synchrolog that relate to the Services and Software.
If You are accessing or using the service on behalf of a company or other legal entity, You represent and warrant that You are an authorized representative of that entity and have the authority to bind such entity to this Agreement, in which case the terms “You” and “Customer” shall refer to such entity. You and Synchrolog hereby agree as follows:
Subject to Customer’s compliance with the terms and conditions of this Agreement (as a condition to the grants below), Synchrolog grants Customer, and Customer accepts, a personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services (as such Services may be modified, revised and updated in accordance with this Agreement) for collecting and analyzing user behavior on Customer’s app(s) for Customer’s own internal business purpose. “Application” means any mobile application of Customer into which Synchrolog Service may be integrated.
Access to Services
During the Term, and subject to the terms and conditions of this Agreement, Synchrolog will use commercially reasonable efforts to provide Customer with access to the Services. Customer will cooperate with Synchrolog, as requested, to facilitate the initiation of Customer’s access and use of the Services. Customer will identify a username and password that will be used solely by Customer to access and use Customer’s account on the Services. Customer will not share its username or password with any third party and will be responsible and liable for the acts or omissions of any person who accesses the Services via such account. Customer will (a) provide accurate, correct, current, and complete information when setting up such account; (b) maintain and promptly update any account information; (c) maintain the security of any password and accept all risks of unauthorized access to its account; and (d) promptly notify Synchrolog if it discovers or otherwise suspects any security breaches related to such account.
- “Customer Data” means the data concerning the activities of user to your application that is collected to through use of the Services.
- Customer retain full ownership of your Customer Data.
- CUSTOMER HEREBY ALLOWS SYNCHROLOG TO COLLECT, STORE, PROCESS, MANAGE AND HANDLE YOUR CUSTOMER DATA.
Customer agrees that it will not provide any Sensitive Data to Synchrolog. “Sensitive Data” means any information that: (a) requires a high degree of protection by law and where loss or unauthorized disclosure would require notification by Customer to government agencies, individuals or law enforcement, (b) any information that, if made public, could expose individuals to a risk of physical harm, fraud, or identity theft.
Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act.
Synchrolog will not use or disclose your Customer Data to any third parties except:
- if required in limited circumstances, including compelled by law enforcement authorities.
- if it is part of anonymized aggregated data (“Aggregated Data”). This right to use Anonymized Data will survive termination of this Agreement.
- to a limited number of Synchrolog employees or contractors as required to operate, develop or improve the Services.
- In compliance with this policy you must disclose to your End-Users the usage of a third-party technology for data collection and comply will all applicable laws, rules and regulations.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Synchrolog includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Synchrolog to enable the provision of the Services (“Customer Data”).
The Receiving Party agrees:
- to take reasonable precautions to protect such Proprietary Information, and
- not to use (except in performance of the Services or as otherwise permitted herein) or
- not to disclose any Proprietary Information of Receiving Party to third parties or to such party’s employees, officers, agents, contractors or other representatives (“Personnel”), except to those Personnel of Receiving Party who need or have access to such Confidential Information in order to perform works in connection with this Agreement and are subject to confidentiality obligations consistent with those of this Agreement.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:
- is or becomes generally available to the public, or
- was in its possession or known by its prior to receipt from the Disclosing Party, or
- was rightfully disclosed to it without restriction by a third party, or
- was independently developed without use of any Proprietary Information of the Disclosing Party or
- is required to be disclosed by law.
Customer shall not directly or indirectly:
- rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, license, sublicense, transfer, or provide access to the Products to a third party in any way,
- reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Synchrolog Service, including the Synchrolog SDK, except as permitted by law,
- access the Synchrolog Service for the purpose of building a competitive product or service or copying its features or user interface;
- modify, remove or obstruct any proprietary rights statement or notice contained in the Services;
- interfere with any license key mechanism in the Service or otherwise circumvent mechanisms in the Service intended to limit your use,
- attempt to gain unauthorized access to the Services or its related systems or networks;
- provide false identity information to access or use the Services;
- send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- send or store (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs
- publicly disseminate information regarding the performance of the Products
Intellectual Property Ownership and Feedback
Ownership. Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Synchrolog and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Synchrolog.
The Service and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by United States, Puerto Rico and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print one copy of a reasonable number of pages of the Website for your own use and not for further reproduction, publication or distribution.
You must not:
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
If you wish to make any use of material on the Service other than that set out in this section, please address your request to: email@example.com.
Trademarks. The Company name, the terms Synchrolog, Inc., Synchrolog, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
Feedback. From time to time, Customer may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Synchrolog, including sharing Your Modifications or in the course of receiving Support and Maintenance (collectively “Feedback”). Synchrolog may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Synchrolog’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
Representations & Warranties and Disclaimers
Due Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
WARRANTY DISCLAIMER. ALL PRODUCTS ARE PROVIDED “AS IS,” AND SYNCHROLOG AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. SYNCHROLOG SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SYNCHROLOG. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SYNCHROLOG NOR ANY OF ITS EMPLOYEES, CONTRACTORS OR THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOUR USE OF SYNCHROLOG, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH SYNCHROLOG.COM IS AT YOUR OWN RISK.
Unless You specifically withdraw Your consent to this clause by sending an email at firstname.lastname@example.org, You hereby acknowledge and consent to Synchrolog making use of any of Your marks, logos and trade names to identify You as Synchrolog’s customer on synchrolog.com and/or Synchrolog Services, in addition to any other promotional material.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SYNCHROLOG, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTOR BE LIABLE FOR DAMAGES OF ANY KIND OR FOR YOUR LOST REVENUES, UNDER ANY LEGAL THEORY, EVEN IF SYNCHROLOG OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. IN ANY EVENT SYNCHROLOG’s TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE FOR 1 MONTH PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Claims Against Customer
- Synchrolog shall defend, indemnify and hold harmless Customer (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Customer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from: (a) any breach of Synchrolog’s obligations, representations or warranties herein; or (b) a claim that the Code and/or Services infringe the intellectual property rights of a third party. This Section 12.1 sets forth Synchrolog’s sole obligations and Company’s sole remedies for any claim that the Code and/or Services infringe the intellectual property rights of a third party.
- Notwithstanding the foregoing, Synchrolog shall have no responsibility or liability for any claim to the extent resulting from or arising out of (a) the use of the Code or Services not in compliance with this Agreement or applicable law, (b) the combination of the Code or Services with any code or services not provided by us, (c) the modification of any Code or Services by any party other than Synchrolog or (d) the use of any Code that is not the most up-to-date Code.
- If the Services shall be the subject of an infringement claim, or Synchrolog reasonably believes that the Services shall be the subject of an infringement claim, Synchrolog may choose to terminate this Agreement with written notice if modification of the Services to be non-infringing is not reasonably practical.
Claims Against Synchrolog.
- Customer will defend, indemnify and hold harmless Synchrolog (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Synchrolog may suffer or incur in connection with any actual claim, lawsuit, demand, action or other proceeding by any third party arising from: (a) any breach of Customer’s obligations, representations or warranties herein; or (b) any use or distribution of the Customer’s Application in violation of this Agreement or applicable law or regulations, including any damages caused by your use of the Service.
Procedure for handling Indemnification Claims.
The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that the indemnified party’s failure to notify the indemnifying party will not diminish the indemnifying party’s obligations under this Section 12 except to the extent that the indemnifying party is materially prejudiced as a result of such failure), (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense.
CUSTOMER (ON ITS OWN BEHALF AND ON BEHALF OF ANY PERSON OR ENTITY AUTHORIZED TO USE THE SERVICES BY CUSTOMER) COVENANTS NOT TO SUE OR MAKE OR ASSERT AGAINST SYNCHROLOG ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE SERVICES PROVIDED BY SYNCHROLOG UNDER THIS AGREEMENT.
Terms and Renewal
- Subscription Plan: The prices, features, and options of Synchrolog Services depend on the Subscription Plan selected as well as any changes instigated by Customer. Synchrolog does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.
Renewal Term: Unless Synchrolog is notified in writing at least five business (5) days before the end of the conclusion of Your current Term (or any subsequent Renewal Term) that You do not intend to renew Your subscription plan, You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Term (the “Renewal Term”). Any written notice of Your intention not to renew shall be provided to the following email address: email@example.com. The email must come from the registered Synchrolog Account owner.
Upon expiration or termination of this Agreement for any reason, Synchrolog will promptly terminate the Services. Synchrolog will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.
Recurring Charges: When you purchase a Subscription Plan, you must provide accurate, correct and complete information for a valid payment method, such as a credit card, that you are authorized to use. Customer must promptly notify us of any change in its invoicing address and must update its Account with any changes related to its payment method.
BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES SYNCHROLOG OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY, QUARTERLY or YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF SYNCHROLOG SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term.
- No Refunds: Customer will timely pay Synchrolog all fees associated with its Subscription Plan, Account or use of the Synchrolog Services, including, but without limitation, by Authorized Users. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS or when deemed appropriate at sole discretion of Synchrolog.
- Late Fees & Collection Costs: If Synchrolog does not receive payment from Customer’s payment method, Customer agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Synchrolog to collect any amount that is not paid when due. Amounts due to Synchrolog may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from Synchrolog.
Privacy / Data Protection
- Please refer to https://synchrolog.com/legal/privacy_policy for details on Our privacy practices with respect to the Synchrolog service.
- By accepting the terms contained within this Agreement, You acknowledge, represent and warrant that You shall comply with all applicable laws, including but not limited to Data protection and privacy laws and that You shall indemnify Synchrolog Indemnified Parties against any Third Party claims related to violation of such applicable laws in the use of the Service.
Governing Law & Arbitration
- Entire Agreement: This Agreement constitutes the entire agreement, and supersedes all prior and contemporaneous negotiations, understandings, representations, warranties or agreements (oral or written), between the you and Synchrolog about the subject matter of this Agreement.
Amendments: Synchrolog may amend this Agreement from time to time in our sole discretion. If Synchrolog makes a change to this Agreement that, in its sole discretion, is material, Synchrolog will notify Customer by providing notice of the change(s) through the Services, the SDK, or at the email address that Customer provided to Synchrolog upon signing up to access the Services. If Customer does not agree to the modified terms of the Agreement, Customer shall notify Synchrolog in writing within thirty (30) days, after which this Agreement shall immediately terminate, and the Synchrolog Entities shall have no further responsibility or liability to Customer.
- Assignment: Neither Party may assign or delegate any rights or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, both parties may assign their rights and obligations under the Agreement in connection with a consolidation, merger, acquisition or sale of substantially all or part of their assets, shares or activities without the prior written consent of the other party.
- Severability: If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- Force Majeure: In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
- Relationship: The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint ventures or agents. Except as expressly agreed by the parties on a separate agreement to that purpose, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
- No Exclusivity: Nothing in this Agreement restricts a party’s right to contract with any third party to provide products and/or services similar to or identical to the Services provided under this Agreement.
- Modification and Waiver: No modification of this Agreement, and no waiver of any breach of this Agreement, will be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement.
- Compliance with Laws: Customer agrees that it will comply with all laws, administrative regulations and executive orders relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property, or registration of this Agreement that may apply in the United States, Puerto Rico or in any other jurisdiction in which the Services will be located or from which the Services will be accessed under this Agreement, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative. Customer will not, without prior written consent, if required, of the office of Export Administration of the U.S. Department of Commerce, or other applicable U.S. governmental agency or department, export, re-export, allow the re-export, transship, download, or transmit any part of the Services or Confidential Information to any country (“Restricted Nation”), person or entity to which such transmission is restricted by applicable regulations or statutes, including to any individual, group or organization on the U.S. Department of Treasury’s Office of Foreign Assets Control’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Bureau of Export Administration’s List of Denied Persons, as each may be amended from time to time.
- Your Comments and Concerns: This site is operated by Synchrolog, Inc., P.O. Box 245, Corozal, P.R. 00783 or click the “Contact Us” page at synchrolog.com for direct communication. All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to: firstname.lastname@example.org.