Terms of Service

TERMS OF SERVICE

Last Updated: July 5, 2016

PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SYNECT, LLC (“SYNECT”) WHICH GOVERNS YOUR USE OF SYNECT’S VIRTUAL REVIEW ENVIRONMENT AND ALL RELATED WEBSITES AND SERVICES (COLLECTIVELY, “SERVICES”). YOU MAY ACCEPT THIS AGREEMENT BY:

(A) CLICKING TO ACCEPT THIS AGREEMENT WHERE THIS OPTION IS MADE AVAILABLE TO YOU BY SYNECT IN THE USER INTERFACE; OR

(B) ACTUALLY USING SYNECT'S SERVICES OR WEBSITES, IN WHICH CASE YOU UNDERSTAND AND AGREE THAT SYNECT WILL TREAT YOUR USE OF THE SERVICES AS ACCEPTANCE OF THIS AGREEMENT FROM THAT POINT ONWARDS.

While this Agreement governs your access to, and use of, the Services, it does not alter in any way the terms or conditions of any other written agreement you may have with Synect, or its subsidiaries or affiliates and any existing written agreement shall not alter the terms of this Agreement. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf and this Agreement shall bind you and your entity.

Synect reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy or guideline, at any time and in its sole discretion. Any changes will be effective immediately upon Synect providing you with notice of such change. Your continued use of the Services following the posting of its changes or receipt of email communicating them will constitute your acceptance of such changes or modifications. If you do not agree to the amended terms, you must stop using the Services. You warrant and attest that you are at least eighteen (18) years of age.

All questions or comments about the Services should be directed to support@synectmedia.com.

1. Privacy Policy and Feedback

Please refer to our Privacy Policy for information on how Synect collects, uses and discloses personally identifiable and other information from its users.

If you provide us with any feature requests, comments, suggestions or other feedback ("Feedback"), you hereby: (i) agree that such Feedback is provided on a non-proprietary and non-confidential basis, and (ii) grant us a perpetual, non-exclusive, worldwide, fully paid-up, irrevocable license, with the right to sublicense through multiple levels of sublicensees, to incorporate, disclose, and use without limitation the Feedback for any purpose.

2. Registration for the Service.

If you wish to utilize the Services, you will be required to register by providing information about yourself (such as login information and contact information) and, if you are registering on behalf of an entity, information about that entity. You agree that any such information you provide is accurate, complete and updated. Failure to do so constitutes a breach of this Agreement and may result in a termination of your account and access to the Services. You are responsible for maintaining the security and confidentiality of your login and account password. You are also solely responsible for all activities that occur through your login and password. You agree not to access or use, or attempt to access or use, the Services or any part thereof using the login or password of any person other than yourself. You agree to immediately notify Synect of any unauthorized use of your login or password.

3. Non-Synect Content

The Services may allow you to upload and/or transmit content not owned by Synect, including but not limited to written content and communications; login information (username and password); and user profile information (name, company, email address, phone number, and photograph or image) (“Non-Synect Content”). You agree that Synect, at its sole discretion, has the right to screen, reject, or remove any Non-Synect Content, or portion thereof, posted to our servers that infringes our, or any third party intellectual property or other rights, violates this Agreement or our other policies, or is otherwise objectionable. Synect reserves the right to disclose any Non-Synect Content as necessary to satisfy any applicable law, regulation, legal process or governmental request.

You should save all of your Non-Synect Content through alternate storage solutions inasmuch as the Virtual Review Environment is not a backup service.

By posting Non-Synect Content, you grant Synect and its affiliates a royalty-free, freely transferable and sublicensable (through unlimited levels of sublicense) non-exclusive right to create derivative works of, use, reproduce, modify, transmit, publish, publicly display and distribute, such Non-Synect Content and derivative work for purposes of providing the Virtual Review Environment. You represent and warrant that (a) you own and control all of the rights to the Non-Synect Content that you post, including but not limited to any and all copyrights, trademark rights, personality rights, and moral or artist’s rights, or you otherwise have the right to post such Non-Synect Content and to grant the rights granted herein; (b) the Non-Synect Content is accurate and not misleading; and (c) distribution of the Non-Synect Content you supply in accordance with your direction does not violate this Agreement and will not violate any rights of or cause injury to any person or entity. You hereby waive any moral rights you may have in such Non-Synect Content under the laws of any jurisdiction.

4. Consent to Receive Emails and Notice

As long as you maintain an account, you may not "opt out" of receiving account-related emails from Synect. The parties hereto may give legal notice by means of electronic mail, which electronic mail shall be considered delivered when sent. The notice address of Synect shall be support@synectmedia.com (or such other address as is provided by Synect to you) via email at your Notice address and your address for the receipt of notices pursuant to this Agreement shall be the current email address listed by you in your account profile. You also agree, unless you opt out, to receive marketing emails related to the Services.

5. Copyright and Limited License

Synect shall retain all copyright, trademark, patent, trade secret and other intellectual property rights in the software, architecture, database design and documentation relating to the Virtual Review Environment and anything else created or developed by Synect.

To the extent that Synect grants you access, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services. Such license is subject to this Agreement and does not include or authorize: (a) any resale or commercial (non-personal) use of the Services; (b) modifying or otherwise creating derivatives of the Services, or any portion thereof; (d) use of automated means, including spiders, robots, crawlers, data mining tools, or the like to interfere with or download data from the Services without permission; (e) any attempt to gain unauthorized access to Synect’ computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services; or (f) collection or harvesting of any personally identifiable information, including, but not limited to, logins, passwords, company names, domain names or account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes; (g) use of any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (h)any use of the Services other than for their intended purpose; (i) copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of any software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Synect, in writing. Any use of the Services or the Materials other than as specifically authorized herein, without the prior written permission of Synect, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time. All rights not granted herein are reserved by Synect.

6. Digital Millennium Copyright Act

Synect respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, Synect will also terminate a user's account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:

Synect, LLC

Attn: John Diamond

14939 NE 95th St, Redmond, WA 98052

Phone: 425-497-9688

Email: support@synectmedia.com

7. Trademarks

Synect™ is a trademark of Synect, LLC. It may not be used or imitated, in whole or in part, without the prior written permission of Synect. You may not use any metatags or any other "hidden text" utilizing" said trademarks or any other name, or product or service name of Synect without our prior written permission. All other trademarks, registered trademarks, product names and logos displayed through the Services are the property of their respective owners.

8. WARRANTY DISCLAIMERS

THE MATERIALS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SYNECT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS. SYNECT DOES NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE INFORMATION AVAILABLE THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. SYNECT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SYNECT IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS ACCESSED THROUGH THE SERVICES. WHILE SYNECT ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SERVICES SAFE, SYNECT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND NEUTRALIZE VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS FROM ANY DOWNLOAD.

Synect reserves the right to change or delete any and all content and any Services at any time without notice.

9. Limitation of Liability

IN NO EVENT SHALL SYNECT OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM SYNECT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SYNECT’ RECORDS, PROGRAMS OR SERVICES. THE AGGREGATE LIABILITY OF SYNECT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SERVICES, SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO SYNECT FOR ACCESS TO OR USE OF THE SERVICES.

SYNECT MAKES NO WARRANTIES REGARDING SECURITY OR RELIABILITY OF THE SERVICES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

10. Compliance with Laws

You represent and warrant that your use of the Services shall comply with all local, state and federal laws.

11. Indemnification

You agree to defend, indemnify and hold harmless Synect, its corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any Non-Synect Content or your use of or inability to use the Services, including without limitation any actual or threatened suit, demand or claim arising out of or relating to the Non-Synect Content, your conduct, your violation of this Agreement or your violation of the rights of any third party.

12. Term and Termination

This agreement shall continue until such time as either party terminates. You may terminate without cause by deactivating the account from “your account” page. Synect has the right to terminate the Services without cause only by providing thirty days prior notice to the email account listed by you in your user account information. In the event this Agreement is terminated, Synect will make available to you a file of your data for download for a period of thirty (30) days after termination. You agree and acknowledge that Synect has no obligation to retain your data, and may delete such data, thirty (30) days after termination.

13. Termination for Cause

Synect may immediately terminate this Agreement in the event of your material breach of the terms or conditions of this Agreement. Any breach of your payment obligations or unauthorized use your account will be deemed a material breach of this Agreement.

14. Arbitration

You and Synect agree that except as otherwise specifically provided in this paragraph, any controversy or claim arising out of or relating in any way to this Agreement or the breach thereof, or arising out of or relating to the Services shall be resolved exclusively by arbitration administered by the American Arbitration Association (the "AAA") in Seattle, WA in accordance with its Commercial Arbitration Rules (the "AAA Rules"), and that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, then the parties acknowledge that arbitration is not an adequate remedy at law and that without waiving any remedy under this Agreement, injunctive or other appropriate relief may be sought from any court specified in the next Section (Applicable Law and Venue). The place of arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules. To the fullest extent permitted by applicable law, no arbitration or claim shall be joined to any other arbitration or claim, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding related in any way to the Services be instituted more than two (2) years after the cause of action arose. In the event that any term of this Section (Arbitration) is held by a court or arbitrator to be in conflict with a mandatory provision of applicable law, such conflicting term shall be modified to comply with such provision and the remainder of this Section shall not be affected.

15. Applicable Law and Venue

This Agreement and your use of the Services shall be governed by and construed in accordance with the laws of the United States of America and the State of Washington applicable to agreements made and to be entirely performed within the State of Washington (even if your use is outside of the State of Washington), without resort to its conflict of law provisions. You agree that with respect to any disputes or claims not subject to arbitration (as set forth above), any action at law or in equity arising out of or relating to the Services or this Agreement shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts and waive any claim of forum non conveniens.

16. Interstate Nature of Communications

You acknowledge that in using Synect Services you will be causing transmissions to be sent through interstate telecommunications networks, which are governed by federal law pursuant to the interstate commerce clause of the US Constitution. Even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. You acknowledge that use of the service results in interstate data transmissions.

17. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Synect but may be assigned without your consent by Synect to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.

18. Severability

If any of the terms of this Agreement should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.

19. Relationship.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Synect.

20. Waiver.

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision r condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

21. Force Majeure.

If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.