Terms of Service

By signing up for the Syngency service ("Service") or any of the services of Syngency, Inc. ("Syngency" — a Delaware-registered corporation headquartered in Los Angeles, California) you are agreeing to be bound by the following terms and conditions ("Terms of Service").

Any new features or tools which are added to the current Service shall be also subject to the Terms of Service.

You can review the current version of the Terms of Service at any time at:
https://syngency.com/terms.

Syngency reserves the right to update and change the Terms of Service. At such time as changes are made, the new version will be displayed when you next login to your account, where you will have the opportunity to review, agree with, or decline the respective changes.

You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement and Syngency's Privacy Policy before you may become a Syngency user.

Last updated July 19, 2019

---

1. Account Terms

1. You must provide your full legal name, a valid email address, and any other information needed in order to complete the signup process.
2. You acknowledge that Syngency will use the email address you provide as the primary method for communication.
3. You are responsible for keeping your password secure. Syngency cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
4. You — as the account owner — are responsible for all activity and content (such as data, graphics, photos and links) uploaded under your Syngency account ("Account Content"). You must not intentionally transmit any worms or viruses or any code of a destructive nature.
5. A breach or violation of any term in the Terms of Service as determined in the sole discretion of Syngency will result in a notice of termination to your services, and a 30-day period within which to correct the breach or violation – or remove your data from the Service – before your account is terminated.

2. Account Activation

1. Subject to section 2.2, the person signing up for the Service will be the contracting party ("Account Owner") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
2. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

3. General Conditions

1. You may not use the Syngency service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of the United States of America.
2. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Syngency.
3. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Syngency or Syngency trademarks and/or variations and misspellings thereof.
4. You understand that your Account Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
5. You acknowledge and agree that your use of the Service, including information transmitted to or stored by Syngency, is governed by its Privacy Policy.
6. You agree that each user accessing the Service, will do so using an individual set of account credentials exclusive to that user, and that the user account represents one single individual accessing the Service at any given time.
   Users accessing the Service with these credentials will be granted access by way of a session associated with a unique device signature at any given time (either desktop, tablet, or mobile browser).
   Syngency reserves the right to disconnect any user session which matches a user already accessing the Service using these credentials via one of the above devices.

4. Syngency Rights

1. We reserve the right to modify the Service for any reason, without notice at any time. However, no modification which increases cost to the customer, or adversely affects the performance of the Service will be made without (i) Thirty (30) day notice to the customer, and (ii) consent of the customer.
2. We reserve the right to terminate the Service for any breach of contract. Customers will be notified of such an event Thirty (30) days in advance. Any alleged breach by either party will have a Thirty (30) day cure period upon written notification of alleged breach.
3. We reserve the right to refuse the Service to anyone for any reason at any time. Reasons for refusal will be clearly communicated by Syngency. Providing the customer account balance is not in default, Syngency will permit existing customers a minimum Thirty (30) day period to retrieve any account data, before access to the account is discontinued.
4. We may, but have no obligation to, remove Account Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
5. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Syngency customer, Syngency employee, member, or officer will result in immediate account termination.
6. Syngency does not pre-screen Account Content and it is in their sole discretion to refuse or remove any Account Content that is available via the Service.
7. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.
8. In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
9. Syngency retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. If we are unable to reasonably determine the rightful account owner, Syngency reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.

5. Limitation of Liability

1. With the exception of any intentional acts or gross negligence by Syngency, you expressly understand and agree that Syngency shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
2. In no event shall Syngency or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Syngency partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
3. With the exception of any intentional acts or gross negligence by Syngency, your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
4. Syngency does not warrant that the Service will be uninterrupted, timely, secure, or error-free. Availability of the Service can vary depending on your and our internet service providers and other third parties on whom we rely, outages and maintenance breaks.
5. Syngency does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations.

6. Waiver and Complete Agreement

1. The failure of Syngency to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Syngency and govern your use of the Service, superseding any prior agreements between you and Syngency (including, but not limited to, any prior versions of the Terms of Service).

7. Intellectual Property and Customer Content

1. We do not claim any intellectual property rights over the material you provide to the Syngency service. All material you upload remains yours. You can have your Syngency account deleted at any time by contacting support@syngency.com with an official request from the Account Owner. All content you have stored in the Service can be provided to you in full by Syngency, before being removed.
2. By uploading Account Content, you agree:
   1. to allow other internet users to view your Account Content;
   2. to allow Syngency to display and store your Account Content; and
   3. that Syngency can, at any time, review all the Account Content submitted by you to its Service.
3. You retain ownership over all Account Content that you upload to a Syngency account; however, by publishing content to your Syngency website, you agree to allow others to view this content. You are responsible for compliance of Account Content with any applicable laws or regulations.
4. You retain ownership over all content that you submit to a Syngency account however, by publishing content to your Syngency website, you agree to allow others to view this content.
5. We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that:
   1. was in the public domain at the time we received it;
   2. comes into the public domain after we received it through no fault of ours;
   3. we received from someone other than you without breach of our or their confidentiality obligations; or
   4. we are required by law to disclose.
6. A full backup of all Account Content can be requested at any time by emailing support@syngency.com.

8. Payment of Fees

1. The service will either be billed in Monthly (30-day) or Annual (365-day) intervals. When your billing period is over the Account Owner will be sent an invoice via the email provided. As well, an invoice will appear on the account page of your Syngency administration console. Users have approximately two weeks to bring up and settle any issues with the billing.
2. All fees are exclusive of all federal, provincial, state or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future ("Taxes").

3. Delinquency of payment longer than 4 weeks from the date of the first outstanding invoice, will constitute a breach of contract as per 4.2.

   At such time the customer will be notified that they have Thirty (30) days in which to make payment for the outstanding balance, or the provision of their service will be discontinued.

   Should the customer wish to cancel their Syngency account at this time, a backup of the customer's account data will be made available to them for transfer once payment for the outstanding balance has been made.

9. Cancellation and Termination

1. You may cancel your account at anytime by emailing support@syngency.com.

   Once cancellation is confirmed and providing any outstanding account balances have been paid, all of your Account Content will be provided to you within 14 days, before being deleted from the Service.

   Since deletion of all data is final please be absolutely sure that you do in fact want to cancel your account before making the request.

2. If you cancel the Service in the middle of the month, you will receive one final invoice via email. Once that invoice has been paid you will not be charged again.
3. We reserve the right to modify or terminate the Syngency service for any reason, providing a minimum of Thirty (30) days notice is issued to the customer.
4. Fraud: Without limiting any other remedies, Syngency may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Service.

10. Modifications to the Service

1. Prices for using Syngency are subject to change upon a minimum Thirty (30) days to customers. Such notice may be provided at any time by posting the changes to the Syngency Site (syngency.com) or direct communication from Syngency.
2. Syngency reserves the right at any time to time to modify or discontinue the Service (or any part thereof), provided a minimum of Thirty (30) days notice is provided to the customer.
3. Syngency shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

---

Please email support@syngency.com with any questions regarding these Terms of Service.