Terms of Service

These terms and conditions of service ("Terms of Service", “Terms”), apply to the entire contents of the Syngency Website, located at www.syngency.com, as well as all affiliated Websites linked to www.syngency.com by Syngency, its subsidiaries, and affiliates, including Syngency Websites across the world (collectively, the "Websites"), and to any products, software, or mobile applications provided by Syngency or the Website, and to any correspondence by Syngency Inc. (together with its owners, parents, subsidiaries, affiliates, directors, officers, managers, members agents and employees, "Syngency"), you and any other users of the Website (individually, a "User", and collectively, "Users") are subject to these Terms and Service. The Website is the property of Syngency Inc.

Please also review our Privacy Policy, which also governs your visit to the Website, to understand our privacy practices.

1. Introduction and Acceptance of Terms of Service

   By visiting or using any of the Website, including access or use through a computer, mobile device or mobile application, you accept and agree to be bound by these Terms of Service regardless of whether or not you choose to register with us. BY USING THE WEBSITE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.

   You affirm that you are either more than eighteen (18) years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service, and are not a person barred from using the Website under the laws of the United States or other applicable jurisdiction.

   Users under the age of sixteen (16) (a "Young User") are expressly prohibited from using the Syngency Website Services, as defined in Section 2 below. Young Users who would like to participate in any of the Website must have their parent or legal guardian (a "Parent Registered User") register to use the Website, using the Parent Registered User's name, email, and credit card information, and consent to and upload the Young User's information to the Website. Parent Registered Users are responsible for directly engaging with all Services on the Website, including but not limited to submitting applications and messaging other users, updating the settings of and terminating their account and thereby use of the Website on behalf of the applicable Young User.

   Under applicable European Data Privacy Laws and UK General Data Protection Regulations (UK GDPR), children ages 13 to 16 may provide valid consent to process their personal information. Where consent is required under such European Data Privacy Laws and UK GDPR, the Talent Representative has the obligation to provide to us evidence of such consent or, as required under the European Data Privacy Laws and UK GDPR, the authorization of the holder of parental responsibility for the child. We may refuse to process, or to continue to process, the child’s personal information until we receive this evidence of consent or authorization.

   For purposes of these Terms of Service, Parent Registered Users and their Young Users are deemed to be Users as defined used in these Terms of Service. By registering as a Parent Registered User, you hereby represent, warrant, understand, agree to and accept these Terms of Service and any applicable additional terms in their entirety on behalf of yourself and your Young User whether or not you use any of the Website. You further understand and agree that you will ensure your Young User's compliance with these Terms of Service and that you are responsible for any noncompliance by your Young User.

   If you are a Parent Registered User, you also agree that you are responsible for using and monitoring the account on behalf of your Young User.

   If a parent or guardian believes that any Website has collected information of a child under the age of thirteen (13), or under the age of sixteen (16) if they reside in a country within the European Economic Area (EEA) or UK, without proper consent, please contact Syngency at support@syngency.com.

   Syngency may revise and update these Terms of Service from time to time in our sole discretion. Once modifications are posted, you will be deemed to have accepted and agreed to the changes if you continue to use the Website. However, any changes to the dispute resolution provisions set forth in the Governing Law, Jurisdiction and Venue section will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website. Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page, so you are aware of any changes, as they are binding on you.

   Validation of Registration Information

   You give Syngency permission to verify your registration information by any means, including direct inquiry or through third parties. Syngency maintains the right to suspend or terminate an account created using such information, as well as to pursue legal action against anybody who submits false, incomplete, or erroneous personal information or who otherwise misrepresents their identity. Despite the aforementioned, you understand that Syngency cannot ensure the veracity of any data given by Users of the Services, including data regarding Users' identities.

   Legally Binding Agreement

   You acknowledge and agree that by creating an account with Syngency, as well as by using the Services in any other way, you are binding yourself and Syngency on the basis of these Terms and our Privacy Policy, which is incorporated into these Terms. Periodically, additional terms, such as legal notices or guidelines for specific promotions, applications, downloads, or other features or activities, may be posted on some or all of the Services. You acknowledge that Syngency will decide which Terms apply to which Services in the event of a conflict between the Terms. Your rights, responsibilities, and limitations regarding using the Services are outlined in these Terms.

2. Website Content and Premium Services

   The Website will contain content including but not limited to text, graphics, photographs, images, news reports, articles, editorial and other writings, audio and video recordings, data, listings, and directory information (collectively, "Content") that is accessible by Users. This Content includes content that is either owned or licensed by Users (referred to as "User Provided Content") or by Syngency (referred to as " Syngency Content"). You acknowledge that under copyright and other applicable laws and treaty provisions, Syngency, Syngency licensors, and Users have rights in their respective Content. If you use any Content against any such rights, you acknowledge that you do so at your own risk.

   The Website may also offer job notices, audition notices, forums, bulletin boards, wikis, chat rooms, blogs or other interactive areas for Users to communicate with each other, and the information therein is also considered Content. The creation of a User account may be required for the use of certain portions of the Website. In addition, certain contents and services of the Website, such as premium communication and messaging functionality and certain digital and print content, may only be accessed through purchase or paid subscription. We refer to the services available on or through the Website, including the premium communication and messaging functionality and digital and print content subscription services collectively as the "Services." All Services available to Users only through purchase or paid subscription, including communication and messaging functionality, are referred to collectively as the "Premium Services." All Content, available with or without payment or subscription, may include facts, views, opinions, and recommendations of or concerning individuals, organizations, or projects not affiliated with Syngency. Syngency does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse, these facts, views, opinions or recommendations.

   The Website provides an online venue for Users to interact and communicate with individuals posting job notices. Any agreement or transaction that arises from these interactions or communications does not involve Syngency, and Syngency is not a party to any agreement between Users. Syngency is not an employer with respect to any opportunity advertised on the Website, and Syngency is not responsible for any employment, hiring, or salary decisions made by you or anyone else using the Website.

3. Proprietary Rights

   Syngency owns, operates, licenses, controls, and provides access to the Website. You acknowledge and agree that Syngency, and its licensors, retain all right, title and interest in and to all past, present and future Content, excluding User Provided Content (as defined below), applications, software, content and materials provided on or through the Website (including, without limitation, the audiovisual works, text, images, photographs, videos, graphics, page headers, editorial and contextual information, the selection and arrangement of elements displayed on or through the Website, the compilation of all content and materials on the Website, and the business process, procedures, methods and techniques used in the Website) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world.

   Syngency and the Syngency logo, are the registered or common law or trademarks of Syngency Inc, and all other proprietary trademarks, service marks, trade names, trade dress, slogans, logos, and other indicia of origin that appear on or in connection with the Website are the property of Syngency Inc unless otherwise noted and are protected by applicable copyright, trademark, intellectual property and other laws. Everything on the Website, including text, graphics, user interfaces, visual interfaces, photos, trademarks, logos, sounds, music, artwork, and computer code (collectively, "Content"), is owned, controlled, or licensed by Syngency. It is protected by laws pertaining to trade dress, copyright, patents, trademarks, and unfair competition, as well as by various other intellectual property rights and laws governing coordination, expression, and "look and feel" of such Content.

   All third-party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Website are the property of the respective third parties, including the respective Content owners, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third-party software or services is subject to the terms and conditions of the applicable third-party license agreements, and you agree to look solely to the applicable third party and not to Syngency to enforce any of your rights in relation thereto. Except as expressly set forth in these Terms of Service or otherwise expressly granted to you in writing by Syngency, no rights (either by implication, estoppel or otherwise) in or to the Website or their contents are granted to you.

   No part of the Website or any Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including "mirroring") to any other computer, server, web site, or other medium for publication or distribution or for any commercial enterprise, unless specifically permitted by these Terms of Service.

4. User Provided Content

   Portions of the Website may allow you and other Users to upload or transmit data, information, text, images, software, audio, photographs, graphics, video, messages, tags, or other materials to or through the Website ("User Provided Content"). For example, the Website may offer forums, bulletin boards, wikis, chat rooms, blogs or other interactive areas. For User Provided Content, Syngency is merely hosting and providing access.

   The decision to submit User Provided Content to the Website is your responsibility and you should only submit content that belongs to you or that will not violate the rights of others. By submitting User Provided Content, you represent, acknowledge, and warrant (a) that you have the right to do so or that you have obtained any necessary third party consents (e.g., under privacy or intellectual property laws), (b) that the User Provided Content does not infringe on the copyrights, trademarks, moral rights, rights of privacy or publicity, or the intellectual property rights of any person or entity, and (c) that no other party has any right, title, claim, or interest in the User Provided Content that would be infringed upon as a result of uploading the User Provided Content. If you submit User Provided Content to the Website on behalf of a group, organization, or business entity, you represent that you have the right to do so and that you have obtained any consents from the group, organization or business. Upon the request of Syngency, you agree to furnish Syngency with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with this provision. You agree not to accept payment for User Provided Content from any third party, including, without limitation, accepting payment for the inclusion of a logo, brand advertising or other commercial content, in User Provided Content.

   Syngency cannot vouch for the validity, accuracy or credibility of any User Provided Content, and does not take any responsibility or assume any liability for any actions Users may take as a result of viewing, reading or listening to User Provided Content on the Website. Through your use of the Website, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretenses, international trade issues and foreign nationals. Syngency does not endorse any User Provided Content, or any opinion, recommendation, or advice expressed therein. By using the Website, you assume all associated risks, and Syngency expressly disclaims any and all liability in connection with User Provided Content.

   You acknowledge, consent and agree that Syngency may access, preserve and disclose account information and User Provided Content that you provide if Syngency is required to do so by law or if it believes in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms of Service, (iii) respond to claims that any User Provided Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Syngency, its employees, partners and agents or members of the public.

   Syngency undertakes no obligation to pre-screen User Provided Content, but reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Website. You acknowledge, consent and agree that Syngency, at its sole discretion and without notice to you, may review, censor, delete, move, edit, block access to or prohibit the transmission or receipt of any User Provided Content or other information, in whole or in part, for any reason whatsoever, including but not limited to User Provided Content that Syngency deems obscene, defamatory or libelous in nature, that invades the right of privacy or infringes any right of any person or entity, is unlawful, is offensive or otherwise inappropriate, or that Syngency believes to be in violation of these Terms of Service. However, if Syngency chooses to pre-screen or monitor User Provided Content, Syngency nonetheless assumes no responsibility for such User Content, no obligation to modify or remove any inappropriate User Provided Content, and no responsibility for the conduct of the User submitting any such User Provided Content.

   You are solely responsible for all User Provided Content that you make available via the Website. Under no circumstances will Syngency be liable to you in any way for any User Provided Content that you upload, post, or otherwise make available via the Website including, but not limited to, any errors or omissions in User Provided Content, or for any loss or damage of any kind incurred as a result of User Provided Content. In addition, you hereby release Syngency from any and all claims, liens, demands, actions or suits in connection with the User Provided Content, including, without limitation, any and all liability for any use or nonuse of your User Provided Content, claims for defamation, invasion of privacy, right of publicity, emotional distress or economic loss. Except for the rights granted in these Terms of Service, Syngency acquires no title or ownership rights in or to any User Provided Content you submit and nothing in these Terms of Service conveys any ownership rights in the User Provided Content you submit to Syngency.

   You give Syngency and its affiliated businesses, as well as their sub-licensees (or other service providers) permission to use, transmit, reproduce, publish, publicly display, publicly perform, reformat, edit, delete, or translate your User Provided Content in connection with the Services (the "License"), if you post it on the Services.

   You will receive no payment for the use of your User Provided Content as specified above. If you have shared User Provided Content with others via the Services, Syngency has no control over how those third parties use the Content. However, you may edit some of your User Provided Content using the tools on the Services. You also understand that removed User Provided Content might still be present in backup copies for internal use, record-keeping, and enforcement of these Terms, as well as on the systems of users who have previously accessed User Provided Content through our Services. For more details on how we use, share, and keep the personal information you give us, as well as your options, please review our Privacy Policy.

   View Content at Your Risk

   You acknowledge that Syngency is not liable for the accuracy, usefulness, safety, or intellectual property rights of or relating to any Content that you may come across while using the Services. You will come across Content from a range of sources. You also understand and agree that content that is untrue, derogatory, offensive, objectionable, or that has errors or omissions may be exposed to you.

5. Third Party Content and Linked Sites

   Third parties, including Users, provide some of the Content of the Website. Syngency makes no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any content supplied by third parties and will not be liable for any lack of the foregoing or for any errors or omissions in any content supplied by third parties. In addition, third parties may offer opportunities, goods, services and other materials to you on the Website. Such dealings are solely between you and the third party. Syngency will not be responsible for any loss or damage of any sort incurred as the result of any such dealings. Syngency makes no warranty concerning, is not responsible for and does not endorse any third party provided opportunities, goods, services or other materials, and you agree that any recourse for dissatisfaction or problems with those opportunities, goods, services or other materials will be sought from the third-party provider and not from Syngency.

   Descriptions of, or references to opportunities, products, services, materials or publications within the Website do not imply endorsement by Syngency of that opportunity, product, service, material or publication. The Website may include links to other sites that are not maintained by Syngency. Third Party Sites have their own legal Terms of Service and privacy policies, and you may be giving others permission to use your information in ways we would not. Syngency is not responsible for the content of those sites, does not endorse those sites, and makes no representations whatsoever concerning the content or accuracy of such other sites. If you decide to access any third-party site linked to the Website, you do so entirely at your own risk, and you may be exposed to offensive, indecent or objectionable content. Syngency shall have no liability for any loss or damage arising from your use of any such sites.

6. Limited License

   Subject to your compliance with these Terms of Service, Syngency grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to:

   • View and listen to the Content contained on the Website;
   • Create profile pages on the Website for non-commercial and private use;
   • Participate in the Website's community areas and communicate with other Users; and
   • Download the Content contained on the Website onto a computer or other personal electronic device for your personal, non-commercial home or archival use only, provided you do not delete or change any copyright, trademark, or other proprietary notices contained therein.

   In addition to the foregoing, you may not use the Content for development of data-related products or services, the creation of any database product, or for data provision services. Unless separately and specifically licensed to do so in writing by Syngency, you agree not to re-transmit, disclose, or distribute any Content to any other person, organization or entity. You expressly agree that the Services and Content shall be used solely for your own benefit and that the Content (including print publications, if applicable) shall not be redistributed or republished by you. You understand and agree that the features of the Services are subject to change without notice to you.

   You may not take any action to jeopardize, limit or interfere with Syngency's ownership of and rights with respect to the Website or any Content. The use, copying, sale, leasing, renting, lending, distribution, modification, downloading, creating of derivative works, posting or publication by you, directly or indirectly, of any Content, or any other use of such Content, except pursuant to the foregoing express limited grant of rights, is strictly prohibited. Bots, crawlers, spiders, data miners, scraping and any other automatic access tool are expressly prohibited. You acknowledge that any unauthorized copying or unauthorized use of the Website or of any Content is a violation of these Terms of Service and is strictly prohibited. Violation of this limited use license may result in immediate termination of your access and use of the Website and may result in legal action against you.

   Void Where Prohibited

   The www.Syngency.com Website is managed and operated by Syngency from the United States; other Syngency Websites might be managed and operated from different places outside of the country. While the Website can be accessed from anywhere in the world, not all features, goods, or services mentioned, offered, or supplied through the Website are suitable or available for use outside of the United States, or available to all people or in all regions. Syngency retains the right to restrict the availability and amount of any feature, good, or service to any individual or region, at its sole discretion. Any offer made on the Website for any feature, good, or service is null and void where prohibited. You are entirely responsible for adhering to any applicable local laws if you decide to access the Website from a location outside of the United States.

   Our Ownership Rights

   Syngency and its licensors own all exclusive rights, title, and interest in and to the Services. With the exception of any software code, we hereby grant you a limited, revocable, non-sublicensable license to reproduce and display the Syngency content for your personal use and as long as it's required to access or use the Services. All rights not expressly granted in or to the Services and Syngency content are reserved by Syngency.

   Software Use Restrictions

   You understand that any software and accompanying documentation that you might be able to download from the Services (collectively, the "Software") is a copyrighted work that Syngency owns or licenses, and that downloading the Software does not grant you any ownership rights. You acknowledge that the terms of this agreement, as well as any license agreements that may be included with the software (the "License Agreement"), will apply to your use of the software. Any additional duplication, reproduction, or redistribution of the Software is strictly forbidden, unless otherwise specified in the relevant License Agreement.

   Export Control

   Access to such materials or use of the Services from territories where their contents are illegal is prohibited. Syngency makes no representation that any Content, Software, or other products in the Services are appropriate or available for use in other locations. Individuals who opt to utilize the Services from different places do so voluntarily and bear the responsibility of adhering to relevant local regulations. You are responsible for adhering to all local laws that may apply if you use the Services from other places, including but not limited to export and import laws of other nations. Export and re-export control laws and regulations, such as the Export Administration Regulations ("EAR") upheld by the US Department of Commerce and sanctions programs overseen by the Treasury Department's Office of Foreign Assets Control, may apply to your use of the Services, including our Software. You must obtain the necessary authorizations from the relevant government authorities before you can sell, export, re-export, transfer, divert, or otherwise dispose of any Software or Service to an end-user, whether directly or indirectly. Additionally, you guarantee that receiving goods with a U.S. origin—including software and services—is not prohibited.

7. Restrictions on Use

   The Website is provided for lawful purposes only. By accessing or using the Website, you agree and warrant that in connection with your use of the Website you will not:

   • alter any trademark, copyright and other proprietary or legal notices contained in the Website; or
   • manipulate the Website in any way not intended and directed by Syngency; or
   • copy or seek to copy or "rip" any audio, video or audiovisual content from the Website; or
   • exploit any part of the Website for commercial gain or undertake any commercial activity utilizing the contents of the Website without the prior written consent of Syngency, including, for example, inserting your own or a third party's advertising, branding or promotional content into the Website contents, materials or services; or
   • upload, post, e-mail, transmit, display, copy, distribute, promote, or otherwise communicate to the public:
     • any material that is false, unlawful, threatening, tortious, disparaging, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, harassing, or that promotes violence, racial hatred, terrorism, or illegal acts, or anything that in Syngency's sole discretion is otherwise objectionable; or
     • information, software, content, or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark, patent, trade secret, rights of privacy or publicity, confidential information or any other proprietary right; or
     • material of any kind that restricts or inhibits any other user's uninhibited use and enjoyment of the Website or interferes with, overburdens, impairs or disrupts the Website, including material that contains a virus, Trojan horse, time bomb, worm, spyware, adware, malware, bot, any automated system, such as scripts, or any other harmful component; or
     • any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, requests for money, petitions for signature, or any other form of solicitation; or
   • uuse or attempt to use another person's information, account, password, service, or system except as expressly permitted; or
   • impersonate another person or entity, or pretend that you are someone else or that you represent them; or
   • engage in any conduct that in Syngency's sole discretion restricts the ability of any other person to enjoy the use of the Website; or
   • solicit or collect personal data including telephone numbers, addresses, last names, email addresses, or any other kind of information about users; or
   • attempt to use hacking, password "mining," or any other illicit methods to obtain unauthorized access to any area or feature of the Website, any other systems or networks that are connected to the Website, any Syngency server, or any of the services that are provided on or through the Website; or
   • investigate, scan, or test the Website's vulnerability or the vulnerability of any network connected to it, or to circumvent any security or authentication measures in place on the Website or any network connected to it. You are not permitted to reverse lookup, trace, or attempt to trace any information on any other Syngency customer, user, or visitor to the Website to its source, or to use the Website or any service or information made available or offered by or through the Website in any way that aims to reveal any information—including, but not limited to, personal identification or information—other than the information that is made available to you in accordance with the Website's provisions; or
   • take any action that places an excessive or unjustified burden on the systems or networks of Syngency, the Website, or any systems or networks that are linked to Syngency or the Website; or
   • tamper or attempt to tamper with the proper operation of the Website, any transaction being completed on the Website, or the use of the Website by any other person; or
   • alter or fabricate headers in any way to conceal the source of any communication or transmission you send to Syngency via the Website, or any services provided on or via the Website; or.
   • use "Syngency" or any of its associated trademarks, products, or services, in any invoice, expense, or otherwise billable line item to your organizations' clients or talent, or imply in written or verbal communication to clients or talent that a fee charged by your agency is a “Syngency” fee; or
   • utilize the Website or any Content for any purpose that is illegal or forbidden by these Terms of Service, or to encourage the commission of any illegal activity or any other activity that violates Syngency's or third parties' rights.

   Miscellaneous

   Counteroffers to these Terms of Service will not be accepted by Syngency, and such offers are hereby expressly rejected. Any conduct between Syngency and you or any other party shall not be deemed to modify any provision of these Terms of Service, nor shall Syngency's failure to insist on or enforce strict performance of these Terms of Service be construed as a waiver by Syngency of any provision or right it has to enforce these Terms of Service. It shall not be interpreted or construed that any third party has any rights or remedies under these Terms of Service.

   Access to Syngency's global data is made possible by Syngency, which means that references to or cross-references to Syngency programs, services, and products that are not publicly announced in your country may appear. This reference does not indicate that Syngency plans to announce any such goods, services, or programs in your country.

   Non-Commercial Use

   It is forbidden to use the Services in an illegal or unauthorized way, including by gathering User names and/or email addresses through electronic or other means and sending unsolicited emails or commercial solicitations. It is also forbidden to frame or link to the Services without authorization. At our sole discretion, we reserve the right to delete commercial advertisements, affiliate and third-party links, and other solicitations from User Accounts or profiles without providing prior notice, which could also lead to Account termination. Any unauthorized or illegal use of the Services may result in legal action being taken.

8. Copyright Notices and Celebrity Material Infringement

   Copyright Notices/Complaints

   Syngency takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law.

   In compliance with the provisions of the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512, (the “DMCA”), Syngency has registered an agent with the United States Copyright Office and is using the protections provided by the DMCA. In addition, we maintain the right to delete, modify, suspend, and/or restrict access to the account or the ability to visit and/or use the Services, as well as to remove any User Content from the Services that we believe violates the copyright of another individual. It is our policy to block repeat infringers from using our services. Nonetheless, we respect other people's copyright interests, and it is our policy to remove any content from the Syngency Services that we know violates the rights of another party.

   Filing a Complaint

   If any content on the Services appears to violate someone's copyright, you should send us a written request to remove the allegedly infringing content (referred to as a "DMCA Takedown Notice"), which should at the very least contain the following information:

   • 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;
   • Your name, address, telephone number and email address (if available);
   • A statement that the complaining party has 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;
     
   • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
     
   • The signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
     
     Despite the aforementioned, we maintain the right to disregard a DMCA Takedown Notice that does not adhere to the DMCA.

   Filing a Counter-Notice

   If we have blocked or removed your content after receiving a DMCA Takedown Notice, you can send us a written request (a "DMCA Counter-Notice") asking that the allegedly infringing content be restored. This request must include the following information, sent by regular mail only:

   • Identification of the copyrighted work or works that were removed by SYNGENCY and the location at which the works appeared before they were removed, with information reasonably sufficient to permit us to identify the copyrighted work;
   • Your name, address, telephone number and email address (if available);
     
   • A statement that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located, or California if your address is outside of the United States;
     
   • A statement that you will accept service of process from the person (or an agent of such person) who provided the DMCA Takedown Notice to us;
     
   • A statement that you have a good faith belief that the allegedly infringing material identified above as the copyrighted work was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
     
   • A signature of a person authorized to act on behalf of the owner of the copyrighted work that was taken down.

   Upon receipt of the DMCA Counter-Notice, we will, unless the party requesting removal of the allegedly infringing material obtains a court ordering removal of the allegedly infringing material, send a copy of the DMCA Counter-Notice to the party who originally sent us the DMCA Takedown Notice. Despite the aforementioned, we maintain the right to disregard a DMCA Counter-Notice that violates the DMCA.

   Both the DMCA Takedown Notice and the DMCA Counter-Notice must be sent to our designated DMCA agent via email at glen@syngency.com or by postal mail as follows:

   Glen Ward
   Syngency, Inc.
   1100 Busch Garden Court
   Pasadena, CA 91105
   USA

   Non-DMCA related emails or letters will be ignored.

   The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

   It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

   Right of Publicity

   Please be aware that celebrities, and sometimes others, may have a "right of publicity," which means that they may have a right to control commercial uses of their name, image, likeness, and other aspects of their identity. Although you may be a fan, you risk infringing celebrity rights if you use a celebrity name or likeness on the Website and you don't have the celebrity's permission. Syngency reserves the right to remove any Content contained in or posted to the Website that Syngency determines in its sole discretion does or may allegedly infringe another person's copyright, trademark, celebrity material or other rights.

   Notices to Syngency regarding any alleged infringement on the Website should be directed to Syngency's General Counsel's Office at legal@syngency.com.

9. User Accounts

   The creation of one or more User accounts is required for the use of the system. As part of Syngency's registration process, you will select a primary email address and subdomain, from which your organizations' Syngency account will be accessed. You agree that this subdomain will not violate the intellectual property rights of another Syngency customer.

   You agree that all information you provide to Syngency for purposes of creating a user account (the "User Information") will be true, accurate, current and complete and your failure to provide such information will constitute a breach of these Terms of Service and may result in the immediate termination of your account.

   All information about you including your User Information, any information obtained by Syngency as a result of your use of the Website, and any information stored or transmitted in any way on or through the use of the Website is subject to Syngency's Privacy Policy. Syngency's Privacy Policy is incorporated into these Terms of Service by this reference.

   You understand that you may not:

   • select or use a name of another person with the intent to impersonate that person;
   • use the rights of any person without authorization; or
   • use a name that Syngency, in its sole discretion, deems inappropriate.

   You agree that any information that you provide to the Website, including but not limited to User Information, shall be true and accurate and current, and you are responsible for updating such information to keep it true, accurate and current. If you create a user account with the Website, you accept responsibility for all activities that occur under your account or password and you agree you will not sell, transfer, or assign your user account.

   You bear full responsibility for safeguarding the privacy of all the information you own about your account, including your password, and for any and all actions taken under your account as a result of your neglect to do so, including restricting access to your computer so that others may not access any password-protected portion of the Website (including the Premium Services) using your name, user name or password in whole or in part.

   Each user account permits one person to access the organization's Syngency account.

   You shall not share the access information with any third party. You shall be solely responsible for any and all use of the Website, including without limitation, any and all charges incurred by a third party, under or using your account details.

   If at any time you learn or suspect that your password has been compromised or any other breach of security, you shall promptly notify Customer Service at support@syngency.com. You may be held liable for losses incurred by Syngency or any other user of or visitor to the Website due to someone else using your Syngency ID, password or account because of your failing to keep your account information secure and confidential.

   You agree that any unauthorized use of the Website (or any Content derived therefrom) by you or by anyone using your account may result in immediate suspension or termination of your user account by Syngency, in its sole and absolute discretion, without refund of any pre-paid fees. You represent and warrant that the information provided during the subscription process is true and accurate and agree to update the information thereafter in the event of any changes.

   Syngency reserves the right to terminate, without notice, your access to and use of the Website in the event that you provide any false information to Syngency as part of the subscription process, without refund of any pre-paid fees.

   Syngency reserves the right to terminate, without notice, your subscription and access to the Website for any conduct that Syngency, in its sole discretion, believes is in violation of these Terms of Service, any applicable law, or is harmful to the interests of another User, service provider, or Syngency.

   In the event of such termination, you will continue to be liable for applicable fees for the period prior to termination, together with such other remedies as to which Syngency may be entitled.

   ---

   User Account Types

   • Administrator
     Full access to all aspects of your organization's Syngency account, including organization Settings, Reports, and the ability to add, remove, and manage permissions for other users.
   • Agent
     All of the above, except organization settings and user management. Access to Reports can be granted by an Administrator.
   • Assistant
     Access to ONE module within the organization, being some or all features within either Bookings, Castings, Talent, Contacts, or Packages.
   • Talent
     Access to the Syngency Talent Portal, for the purpose of updating individual personal information, media such as images, videos, resumés, booking availability, etc.

   Privacy

   By reference, the terms of Syngency's Privacy Policy are incorporated into these Terms of Service and apply to use of this Website. To view Syngency’s Privacy Policy, click here. Furthermore, you understand and agree that Internet transmissions are never totally private or secure by using the Website. You recognize that any communication or data you send to the Website could be viewed or intercepted by third parties, even in the event that a specific transmission—like credit card data—is specifically marked as encrypted.

10. Subscription Terms, Fees and Payments; Automatic Renewal and Cancellation

    Syngency offers month-to-month and annual (12 month) subscriptions on Syngency.com to all Premium Services. The length of the subscription period is selected by you during the enrollment process.

    All Subscriptions are Automatically Renewing.

    This means that once you become a subscriber, your subscription will be automatically renewed, and your credit or debit card will be charged based on the subscription program (annually or monthly) you have chosen unless you opt out or cancel by following the instructions in these Terms of Service. By subscribing to the Premium Services, you authorize Syngency to charge the applicable recurring subscription fees to your credit or debit card. In some cases, when you subscribe to a free trial of the Premium Services, you will be asked to authorize, and by accepting these Terms of Service you hereby expressly authorize, Syngency to charge the applicable recurring subscription fees to your credit or debit card upon the expiration of the free trial.

    When you initially subscribe to the Premium Services, your credit or debit card will be charged immediately for the initial term of the subscription at the then-current fee for the applicable subscription period. If Syngency offers a subscription to a free trial of the Premium Services, you will not be charged for the initial term of the free trial. Unless you notify Syngency of your decision to terminate your subscription or, as applicable, your free trial, your subscription will automatically renew at the end of each subscription term or free trial (if applicable) at the then-current fee.

    You will be charged in advance for the renewal term of the subscription service (or initial term, in the case of a renewal following the expiration of an applicable free trial) on your applicable billing date (the "Billing Date"), which will be the corresponding monthly or annual anniversary of the activation date of subscription. If, however, the activation date of your subscription (or, as applicable, your free trial) is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Billing Date for that particular renewal (or initial term, in the case of a renewal following the expiration of an applicable free trial) will be on the last day of the month in which your Billing Date would otherwise be. Each charge on the applicable Billing Date applies to the subscription period immediately following the Billing Date (e.g., a charge for a monthly subscription applies to the month immediately following the Billing Date). You understand that any applicable sales or use taxes will be payable by you and may be included in each periodic billing.

    Syngency may, in its sole discretion, suspend access to your account or deactivate your account without notice to you if Syngency is unable to process your payment or if any billed payment is past due, regardless of the amount or nature. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription. You may update any of your billing information (including a change to your desired billing payment method) through your account settings on Syngency.com.

    BY COMPLETING THE ENROLLMENT PROCESS, YOU UNDERSTAND AND AGREE THAT UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION TO THE PREMIUM SERVICES:

    • YOUR SUBSCRIPTION TO THE PREMIUM SERVICES WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION PERIOD AND CONTINUE FOR ANOTHER SUBSCRIPTION PERIOD;
    • YOU WILL AUTOMATICALLY BE BILLED AT THE START OF EACH NEW SUBSCRIPTION PERIOD; AND
    • THAT PERIODIC CHARGES FOR EACH NEW SUBSCRIPTION PERIOD WILL BE AUTOMATICALLY BILLED TO YOUR DESIGNATED BILLING PAYMENT METHOD.

    Opting Out Of Renewal

    YOU MAY TERMINATE ENROLLMENT IN AUTOMATIC RENEWAL AT ANY TIME BY CONTACTING SYNGENCY ONLINE OR EMAILING support@syngency.com. YOUR SUBSCRIPTION TO THE PREMIUM SERVICES SHALL BE DEEMED TERMINATED ON THE LAST DAY OF THE THEN IN EFFECT SUBSCRIPTION PERIOD, UNLESS PROVIDED WITHIN TEN DAYS OF AN AUTORENEWAL. YOU AGREE THAT EXCEPT AS PROVIDED HEREIN, THE SUBSCRIPTION FEE IS NON-REFUNDABLE ONCE PAID.

    Unauthorized Charges

    YOU ACKNOWLEDGE AND AGREE THAT YOU, AND NOT SYNGENCY, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT OR DEBIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.

    Billing Discrepancies

    Unless you notify Syngency of any discrepancies in billing charges within sixty (60) days after they are charged to your account, they will be deemed accepted by you and you release Syngency from all liabilities and claims of loss resulting from any such error or discrepancy.

    Fees Subject to Change

    Syngency may change the fees and charges then in effect by giving you notice in advance or by posting the changed fees online at https://www.syngency.com#pricing. It is your responsibility to check the current fees. All fees and charges incurred in connection with your User name(s) and password(s) will be billed to the credit or debit card you designated during the registration process. If you want to designate a different credit or debit card or there is a change in your credit or debit card validity or expiration date, you must email Customer Service at support@syngency.com or update your information through your account settings on Syngency.com.

    Customer Services

    Syngency may provide web development or other customer services at the request and guidance of the customer on a per-project basis. These projects will be billed and charged separately to the customer account. Payment is due in advance.

    Cancellations and Refunds

    You may cancel a free trial at any time during the free trial period and incur no charge. After the free trial is complete, you will be charged at the rate and schedule selected when you enrolled in the trial. Monthly subscriptions are not eligible for a refund but can be cancelled to prevent additional future charges.

    For all initial purchases of subscriptions longer than one month, you may cancel prior to renewal to prevent future renewal charges; or cancel during the first fourteen (14) days after purchase or renewal to remain eligible for a full refund on the subscription payment.

    If your subscription begins with a free trial and converts into an annual subscription, the fourteen-day refund period begins once the free trial ends. If you cancel your subscription but are not eligible for a refund, you will retain access to the Website until your subscription expires.

    Cancellations may be made by filing a customer ticket within our Intercom interface at syngency.com, by clicking Cancel Account under Settings > Billing in Syngency, or by emailing support@syngency.com.

    Your cancellation must be received by the end of business (5:00 p.m. Eastern Time) on the appropriate day as described above, or earlier. All refunds will be given to the original credit or debit card on which the purchase was made. Please allow a reasonable time for the refund to reach you or be charged back to your account.

11. Additional Terms

    In some instances, additional terms or end user license agreements apply to some services, products, software, competitions, or promotions offered via the Website. Such terms are posted in connection with the applicable service, product, software, competition, or promotion and are in addition to these Terms of Service. In the event of a conflict, the additional terms prevail over these Terms of Service. Syngency may change, suspend, or discontinue any aspect of the Website at any time and without prior notice.

12. Entire Agreement

    You acknowledge and agree that these Terms of Service, the Privacy Policy, any applicable end user license, or similar agreements contain the entire agreement between the parties relating to the Website. They supersede any and all prior or contemporaneous agreements between you and Syngency relating to your use of the Syngency Services. These Terms of Service shall remain in full force and effect even if any of their provisions are found to be void or unenforceable by a court or other tribunal of competent jurisdiction. In such a case, such provisions shall be limited or eliminated to the least extent necessary and replaced with a valid provision that most closely reflects the intention of these Terms of Service. Each Affiliate is expressly made a third-party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

13. Equipment and Internet Access

    You understand and agree that you are responsible for providing all telephone, modem, internet connection, intranet connection, extranet connection and other equipment necessary for you to access the Website (including the Premium Services). You are solely responsible for and shall bear the costs of any such equipment and any fees or charges incurred to access the Website (including the Premium Services) through an Internet access provider or other third-party service, including any applicable taxes.

14. No Oral Agreements or Modifications

    There shall be no amendment or modification of these Terms of Service unless the same is in writing and signed by an authorized representative of Syngency. Oral agreements shall expressly be non-binding and unenforceable.

15. Dispute Resolution

    Please read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of this agreement.

    Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.

    If a dispute arises between you and Syngency, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly.

    Negotiations

    Before initiating any arbitration or court proceeding, you and Syngency agree to first attempt to negotiate any dispute, controversy or claim related to the Website, these Terms of Service, or the Privacy Policy, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (each, a "Claim") (except those Claims expressly provided below) informally for at least thirty (30) days. Negotiations will begin upon written notice. Syngency will send its notice via Certified Mail to your billing or other physical address (if on file with Syngency) and email you a copy to the email address you have provided. You agree to send your notice via Certified Mail to Syngency's General Counsel's Office at the address specified in Section 8 and email a copy to legal@syngency.com.

    Binding Arbitration

    This Section 15 is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Syngency or a Syngency affiliate, whether relating to these Terms of Service (including any alleged breach thereof), or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

    Arbitration Procedures

    The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association ("AAA") as modified by this agreement. The AAA Rules and information about arbitration and fees are available upon request from the AAA (call 1-800-778-7879) or online at adr.org. You and Syngency agree that the Terms of Service evidence a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law.

    An arbitrator may not award relief in excess of or contrary to what the Terms of Service provides, including Section 18 Limitation of Liability, order consolidation or arbitration on a class wide or representative basis, or award punitive damages or any other damages aside from the prevailing party's actual economic damages, except that the arbitrator may award on an individual basis damages expressly required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. In any arbitration applying the AAA Rules applicable to large/complex cases, the arbitrator(s) must also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the AAA Rules. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

    As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms of Service, (i) you and Syngency may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator's decision will be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND SYNGENCY ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

    Arbitration Fees

    All administrative fees and expenses of arbitration will be divided equally between you and us, except that for claims of less than $500, you will be obligated to pay $50 and we will pay all other administrative costs and fees. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration.

    Location

    The arbitration will be conducted in Los Angeles, California, unless the parties agree to remote (video, phone or Internet) connection appearances.

    If you are a consumer residing in the European Union, the previous clause regarding location does not apply to you. You have the right to file a claim in your home nation's courts if you are a consumer with a European Union or UK base. Any claim made in accordance with these Terms of Service must be filed within a year of the emergence of the cause of action; otherwise, the claim and cause of action are waived.

    Prohibition of Class and Representative Actions and Non-Individualized Relief

    YOU AND SYNGENCY AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE CLAIM BETWEEN SYNGENCY AND YOU INDIVIDUALLY. YOU AND SYNGENCY AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER.

    Exceptions to Negotiations and Arbitration

    You and Syngency agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or Syngency's intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts' jurisdiction in lieu of arbitration, provided that any such action or proceeding must be commenced no later than one year after the accrual of the Claim giving rise thereto.

    Severability

    The provisions of this Section will remain fully enforceable, with the exception that if the provision on class action waiver for any Claim is found to be unenforceable by a court of law, the provision to arbitrate will not apply. If any provision of this Section is declared or found to be unlawful, unenforceable, or void, it will only be ineffective to the extent that it is found unlawful, unenforceable, or void.

    Survival

    This arbitration provision shall survive termination of these Terms, including the termination of any relationship between you and Syngency.

16. Governing Law, Jurisdiction and Venue

    All matters related to the Website and these Terms of Service (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with California law; provided, that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 17. Unless Syngency and you agree otherwise, in the event that the Arbitration Agreement is deemed inapplicable or invalid, you and Syngency both agree that all Claims will be exclusively decided by the courts of the State of California situated in the County of Los Angeles, and you and Syngency agree to submit to the personal jurisdiction of those courts. By using the Website, you accept generally and unconditionally the jurisdiction of the aforesaid courts and irrevocably waive any objection to such jurisdiction.

17. Recovery of Fees

    You agree that if Syngency takes action (by itself or through its representatives) to enforce any of the provisions of these Terms of Service against you, including collection of any amounts due to Syngency, Syngency shall be entitled to recover from you (and you agree to pay), Syngency's reasonable and necessary attorney's fees and any costs of any litigation, in addition to all sums to which Syngency is entitled or any other relief, at law or in equity, except as otherwise limited herein.

18. Limitation of Liability

    Incidental Damages and Aggregate Liability

    In no event will Syngency or any of ITS AFFILIATES be liable for any indirect, special, incidental, punitive, exemplary or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Website, including without limitation any damages for lost profits, damages related to any information received or calculated from the Website, removal of content from the Website, including profile information, any email distributed to any User or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Website, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Syngency, or representatives thereof, are advised of the possibility of such damages, losses or expenses.

    UNDER NO CIRCUMSTANCES WILL SYNGENCY'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE WEBSITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR, IF YOU HAVE NOT PAID SYNGENCY FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00 OR ITS EQUIVALENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

    If you are a California resident, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

    No Liability for non-Syngency Actions

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SYNGENCY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE WEBSITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

    In addition to the preceding paragraphs of this section and other provisions of these Terms of Service, any advice that may be posted on the Website is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Syngency makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website. If you have specific concerns or a situation arises in which you require professional advice, you should consult with an appropriately trained and qualified specialist.

    No Liability for Accumulated Content

    When using the Services, you may accumulate Content that resides as data on Syngency’s servers. This data, and any other data, Account information or history, User personal information or names residing on Syngency servers may be deleted, altered, moved, or transferred at any time for any reason in Syngency’s sole discretion. You understand and agree that Syngency has the right, but not the obligation, to remove any Content (including your User Provided Content) at any time, for any reason or no reason, with or without notice, and without liability of any kind. This is true regardless of any copyright or other rights you may have with respect to User Provided Content you upload, transmit, display, and/or create using the Services, and regardless of any value attributed to such Content. Specifically, SYNGENCY DISCLAIMS ALL LIABILITY FOR ANY VALUE-CASH OR OTHERWISE-RELATED TO ANY DATA STORED ON ITS SERVERS.

19. Indemnity

    You agree to and shall defend, indemnify and hold harmless Syngency, its affiliates and its affiliates' directors, officers, employees, agents, representatives, members, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties (hereinafter "Affiliates") from and against any and all claims, losses, expenses, including reasonable legal fees or demands of liability, including reasonable attorneys' fees and costs incurred by Syngency and its affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Website, (ii) use of the Website by you in violation of these Terms of Service or in violation of any applicable law, or (iii) your Account.

    Users further agree that they will cooperate as reasonably required in the defense of such claims. Syngency and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of Syngency. Users further agree to hold harmless Syngency and its Affiliates from any claim arising from a third party's use of information or materials of any kind that Users post to the Website.

20. Waiver

    Failure on the part of Syngency to exercise in whole or in part any of its rights under these Terms, or Syngency's waiver of any breach by you of these Terms, shall not preclude Syngency from exercising such rights in the future or from being deemed to have waived any subsequent breach by you of the same or any other condition of these Terms. Under these Terms, its policies, and any other applicable agreement between you and Syngency, Syngency shall have cumulative rights and remedies, and the exercise of any one of these rights or remedies shall not preclude the exercise of any other right or remedy by Syngency.

    Severability

    If any part of these Terms, other than the Class Action waiver as set forth above, is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect.

21. Violation of These Terms of Service

    Any information Syngency may have about you, including your identity, may be disclosed if we believe it is required in connection with a complaint or investigation into your use of the Website, or to identify, contact, or bring legal action against someone who may be inflicting harm or interfering (intentionally or unintentionally) with Syngency's property or rights, or the property or rights of visitors to or Users of the Website, including Syngency's customers.

    Any information that Syngency determines is required to comply with any applicable law, regulation, legal process, or governmental request may be disclosed at any time, without notice or consent. Additionally, Syngency may share your information with other businesses and organizations in order to prevent fraud, if it believes that doing so is required or permitted by applicable law.

    You understand and agree that Syngency may keep any information you transmit to it or communicate with it through the Website, including any services it offers. It may also disclose such information if required by law or if Syngency believes it is reasonably necessary to do so in order to: (i) comply with legal process; (ii) enforce these Terms of Service; (iii) respond to claims that any information violates the rights of others; or (iv) protect the property, rights, or personal safety of Syngency, its employees, guests, or Users of the Website.

    If Syngency determines that you have broken these Terms of Service or any other agreements or guidelines that may be related to your use of the Website, you agree that Syngency may, in its sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website. You also consent to Syngency obtaining any injunctive or equitable relief that Syngency deems necessary or appropriate in the event that you violate these Terms of Service, as you acknowledge that doing so will constitute an unlawful and unfair business practice and cause irreparable harm to Syngency for which monetary damages would be insufficient. These remedies are extra to any other legal or equitable remedies that Syngency may be entitled to.

    You acknowledge that Syngency may, at any time and for any reason, discontinue or materially alter the Website or any service provided on or through the Website for; (i) requests from law enforcement or other government agencies; (ii) requests from you (self-initiated account deletions); (iii) discontinuance or material modification of the Website or any service offered on or through the Website; or (iv) unanticipated technical issues or problems. Syngency reserves the right to terminate your access to the Website at its sole discretion and without prior notice.

    In addition to any other relief awarded to Syngency, if Syngency takes legal action against you due to your violation of these Terms of Service, Syngency will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action. You acknowledge that if you violate these Terms of Service, Syngency will terminate your access to the Website without liability to you or any third party.

22. Disclaimers of Warranty

    THE WEBSITE (INCLUDING THE PREMIUM SERVICES) AND ALL CONTENT PROVIDED THROUGH THE SAME ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. ALL INFORMATION PROVIDED ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SYNGENCY, AND EACH OF ITS AFFILIATES, SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, QUALITY, ACCURACY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, NO WARRANTIES WILL BE IMPLIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE.

    REGARDING YOUR USE OF THE WEBSITE AND/OR ANY SYNGENCY SERVICES, SYNGENCY DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF THIRD PARTIES. YOUR USE OF THIS WEBSITE AND ANY LINKED SITES IS AT YOUR SOLE RISK. IF YOU’RE NOT SATISFIED WITH THE WEBSITE OR ANY CONTENT, YOUR ONLY OPTION IS TO STOP USING THE WEBSITE OR ANY CONTENT THAT YOU’RE NOT SATISFIED WITH. THIS RELIEF LIMITATION IS PART OF THE AGREEMENT BETWEEN THE PARTIES.

    YOU ACKNOWLEDGE THAT ALL INFORMATION AND SERVICES PROVIDED IN CONNECTION WITH THE WEBSITE ARE COMPILED FROM AND DISTRIBUTED BY SOURCES THAT ARE OFTEN BEYOND THE CONTROL OF SYNGENCY. SYNGENCY MAKES NO REPRESENTATION OR WARRANTY THAT (I) THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE WEBSITE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE, (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (V) THE WEBSITE, NETWORKS OR SERVERS THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, TROJAN HORSES, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS. OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF SYNGENCY’S CONTROL INCLUDING, BUT NOT LIMITED TO, TELECOMMUNICATIONS NETWORK DISRUPTIONS. SYNGENCY IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR ANY FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE WEBSITE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE WEBSITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE WEBSITE (INCLUDING THE PREMIUM SERVICES) IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE WEBSITE.

    The above disclaimer applies to any losses, liabilities, or injuries resulting from any computer virus, communication line failure, error, omission, interruption, deletion, defect, failure of performance, theft, destruction, or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence, or other cause of action.

    Syngency reserves the right to do any of the following, at any time, without notice: (i) altering, suspending, or terminating access to the Website or any portion of it for any reason; (ii) changing the Website or any portion of it and any applicable policies or terms; and (iii) stopping the Website or any portion of it from operating as needed to perform routine or non-routine maintenance, error correction, or other changes.

23. Contact Information

    If you have any questions about these Terms of Use or your rights or Syngency’s obligations relating to the Website or the Paid Services, please email us at legal@syngency.com or you may contact us by mail at:

    Syngency, Inc.
    1100 Busch Garden Ct
    Pasadena, CA 91105

    Notices

    Syngency may provide notice to you through a general notice on the Services, at any time after you log in to your Account, via email to the email address we have on file for your Account, or via written correspondence sent to the address we have on file for your Account via first-class mail, overnight courier, or postage prepaid.

    All notices given by you, whether or not required under these Terms, shall be emailed to legal@syngency.com; or sent to us by postal mail or courier at:

    Syngency Inc.
    ATTN: NOTICES
    1100 Busch Garden Court
    Pasadena, CA 91105
    USA

    Any notices that you provide without compliance with this section shall have no legal effect.

24. Electronic Communications

    You consent to receive communications from Syngency electronically. We will communicate with you by email or by posting notices on the Website. By accessing or using the Services, you consent to having these Terms provided to you in electronic form and that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in "writing." Notice will be deemed given 24 hours after it is posted on any of the Website or sent via email. Alternatively, Syngency may still decide to provide notice by certified mail to the address provided in a User’s payment information.

25. Feedback and Information

    Any feedback you provide at this Website shall be deemed to be non-confidential. Syngency shall be free to use such information on an unrestricted basis. Syngency is granted a limited, non-exclusive license to use, display, perform, distribute, copy, adapt, and promote the Feedback in any manner. You guarantee that by providing Feedback, you won't infringe upon any third party's rights, such as privacy, confidentiality, copyright, trademarks, or other intellectual property or proprietary rights. You also promise not to harm any person or organization, transmit harmful viruses, commercial solicitations, or any kind of "spam," or contain any libelous or other illegal, threatening, abusive, or obscene material.

The information contained in this website is subject to change without notice.
Copyright © 2024 Syngency, Inc. All rights reserved.
Syngency Inc., 1100 Busch Garden Court, Pasadena, CA 91105, USA.
Last updated: August 8, 2024