Terms of Service

Effective Date: March 05, 2020

Welcome to Syndic8! Please read these Terms of Service (these “Terms”) carefully because they govern your use of Syndic8’s Service, which is owned and operated by Syndic8 DMS, LLC, a Delaware limited liability company (“Syndic8,” “we,” “us,” or “our”). The Syndic8 data management service platform accessed at https://syndic8.io, https://app.syndic8.io or any variant thereof and any of our APIs, interfaces, and other services provided by us in which a link to these Terms is displayed or incorporated by reference may collectively be referred to herein as the “Service.

1.             Agreement to Terms

1.1            Client.  These Terms, including the mandatory arbitration provisions set forth below, are a contract between our Client and Syndic8. Our “Client” is a business or organization, where an individual initiates a subscription for the Service on behalf of that business or organization, providing an email address using the domain of such business or organization. When we refer to “you” in these Terms, we are referring to our Client.

1.2            Administrator.  The individual who initiates a subscription for a Client is considered the “Administrator” for the Client. The Client may elect to change the Administrator(s) from time to time. The Administrator and the Client’s other employees and independent contractors solely in connection with providing services to Client (individually, a “User” or collectively, the “Users”) are the only individuals permitted to access and use the Service under the Client’s subscription. The initial Administrator represents and warrants to us, on behalf of the Client, that such Administrator has the authority to bind the Client to these Terms. By using the Service, the Client acknowledges and agrees that it shall be legally bound by these Terms. If the Client does not agree to be bound to these Terms as a legal contract, the Client must terminate its subscription and ensure that its Users cease use of the Service.

1.3            Privacy Policy.  By using the Service, the Client and all of its Users also acknowledge and accept the provisions of our Privacy Policy, which describes the information we obtain from you and your Users, and how we use it.

1.4            Modifications.  We may modify these Terms at any time, in our sole discretion, as new features, technology, or legal requirements arise, so please check back from time to time. You may always determine if the Terms have changed by checking the Effective Date at the top of these Terms. If we update these Terms, you are free to decide whether to accept the updated terms or, if the modification materially adversely affects your rights hereunder, you may, by delivering notice to Syndic8 within {thirty (30)} days after the modified Terms are published} elect to stop using the Service and end the then-current Term as of the later of the effective date of the modified Terms or the date specified in your notice; your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.

2.             Accessing the Service

The Administrator has the following responsibilities on behalf of a Client:

2.1            Obtaining a Subscription.  The Administrator must obtain and maintain a subscription for the Client and its Users to access and use the Service. A subscription may be procured by completing and submitting to us, for our acceptance, an Order Form setting forth the terms of the subscription, including pricing, and any Client-specific services or other agreements related to the Service.

2.2            Client Information.  In order to create the Client account you will need to provide us certain information regarding you and your Users, such as name, email address and other information, which we refer to as “Client Information.”  You must ensure that the Client Information is accurate and complete, and is updated in a timely manner when necessary. If the Client Information is incorrect, we may not be able to contact you, and we reserve the right to suspend or terminate your subscription. If we provide the Administrator with a password for a Client administrator account, it is the Client’s responsibility to establish and maintain security for such password. We reserve the right to not provide the Client’s Administrator password to anyone unless we are satisfied, in our sole discretion, that the individual requesting the password is authorized by the Client. You must notify us immediately of any unauthorized access to or use of your password, or the Service. You are responsible for all activities that occur under your subscription, whether or not you know about or authorize them.

2.3            Compliance.  It is the Administrator’s obligation to ensure that all Users comply with our User Guidelines. In addition, the Administrator shall ensure that all Users comply with the Client’s policies and legal obligations, as we do not assume any responsibility for actions taken, or omissions by, Users when using the Service.  The Client shall use good faith efforts to implement and maintain such administrative, physical and technical safeguards as may be necessary to prevent unauthorized users from gaining entry or access to the Service.  The Client shall limit access to the Service to its personnel who are aware of and have acknowledged their obligation to comply with these Terms.

2.4            Payments.  All subscriptions other than a free trial must be paid for in advance, and the Administrator shall ensure the Client pays the amount we specify for the applicable level of Service at the time of the initial subscription and each renewal, or as otherwise provided in the then-applicable Order Form. The Administrator shall also ensure the Client complies with our Commercial Terms.

3.             Providing the Service to You

3.1            Availability.  Syndic8 will endeavor to make the Service available 24 hours a day, 7 days a week, excluding such periods when the Service may be unavailable due to necessary maintenance, updates or other factors, and unanticipated downtime. We anticipate that Service unavailability will be infrequent and of very limited duration and should we know that there will be any extended unavailability, we will use reasonable efforts to provide advance notice to you. Syndic8 does not guarantee or warrant that the Service will continue to be offered indefinitely.

3.2            Syndic8 Service Output.  Client shall have the right during the Term to input Client’s proprietary and confidential data, information and material regarding Client’s products and services, including but not limited to (if and to the extent compatible with the Service then being offered) information regarding Client’s inventory, product descriptions, sales, returns, customer and prospective customer information, and pricing information (collectively, “Client Content”), and utilize the Service’s proprietary algorithms to process, enhance, and distribute Client Content (collectively, the “Syndic8 Service Output”).

3.3            Syndic8 Service Providers.  Syndic8 utilizes various third-party service providers to provide technical or other services relating to all or part of our fulfillment of the Service (the “Syndic8 Service Providers”), and you hereby agree that such involvement by these Syndic8 Service Providers is acceptable. Please see our Privacy Policy to understand the extent to which we provide any third party with access to Client Content (as defined below).

3.4            Third-Party Content Providers.  We will use commercially reasonable efforts to enable our extraction and delivery of Client Content from and to certain third-party service providers, suppliers and customers you request in connection with your use of the Service (the “Third-Party Content Providers”), but we reserve discretion to determine whether or not we will engage directly with any particular Third-Party Content Provider. You acknowledge and agree that, as between you and Syndic8: (i) you shall be solely responsible for ensuring that any extraction or delivery of Client Content between our Service and Third-Party Content Providers is compliant with such Third-Party Content Providers’ contractual terms and use policies; (ii) you are solely responsible for the accuracy and completeness of any Client Content provided to us from any Third-Party Content Providers; (iii) you accept the manner in which Third-Party Content Providers use, store and disclose Customer Content, as described in their respective contractual terms and policies; and (iv) we shall not have any responsibility or liability, and offer no refunds for fees paid for your subscription, if any Client Content cannot be delivered to us from, or from us to, a Third-Party Content Provider in a manner reasonably acceptable to us or you. .

3.5            Modifications.  We retain the right, in our sole discretion, to modify the Service at any time, with or without notice, including modifications that may affect the previous mode of operation of the Service or an integration with Third-Party Content Providers. We may also create a new tier of the Service, or an additional feature which would only be available if you subscribe for such other tier or feature. We reserve the right to change the type or amount of Client Information we require from you to maintain your subscription or utilize certain features of the Service.

3.6            Support and Updates.  While we expect to provide updates and other modifications to the Service from time to time, and guidance on how to use the Service as it is updated, we shall not have any obligation to provide specific support to you with respect to the use or modifications of the Service.  We may share information about future enhancements or other changes to the Service, but you should not rely upon them when deciding to subscribe. Your decision to subscribe should be based upon the functionality available when you are making that decision, and not on the potential future functionality.

4.             Commercial Terms

4.1            Fees.  Except for any free trial period, or other exception we may grant from time to time, as specified in an Order Form, Client must pay the subscription price specified for the Service in the then-applicable Order Form. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. If we agree to invoice Client, full payment must be received within thirty (30) days from the invoice date.  Fees stated are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Client will be responsible for paying all Taxes associated with its subscription, except for those taxes based on Syndic8’s net income.

4.2            Autorenewal.  Unless an Order Form provides otherwise, (i) all subscriptions automatically renew (without the need to execute a renewal Order Form) for an additional period equal to the preceding term; and (ii) subject to any price increase (see below), the pricing during any automatic renewal term will remain the same as it was during the immediately prior term; provided, however, that either Client or Syndic8 may elect to terminate Client’s access and use rights as of the end of the then current subscription term by providing not less than twenty-five (25) days’ notice prior to such termination date.

4.3            Payment Methods.  Syndic8 accepts certain debit and credit cards as well as other forms of electronic transfers as acceptable payment methods for the Service (each, an “Accepted Payment Method”), subject to the procedures and rules contained in these Terms and any applicable contract with the provider of the Accepted Payment Method. Accepted Payment Methods may vary by country or by certain features of the Service and may change from time to time.  In order to facilitate the charging and payment for your subscription, Client agrees that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your payment, and to use your Client Information to provide you with notices and disclosures relating to renewals and recurring charges.

4.4            Price Changes.  Syndic8 may change the price of any Service from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Service shall not apply until the expiration of the then current subscription Term, and would become effective no sooner than the next time you would be charged for such Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current subscription Term.

4.5            Paying our Payment Processor.  When you pay for the Service, you are granting Syndic8 the irrevocable right and permission with respect to such purchase to provide your personal data and payment information to any third-party payment processor we contract with (such as Stripe and/or one of its financial service providers) on your behalf, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information. In addition, you authorize Syndic8 to (a) obtain and verify your identity as necessary to complete financial transactions, and (b) determine your eligibility and authority to complete such purchase.  Please note that your obligation for payment to, and relationship with, such payment processor is a contractual matter between you and such third party; Syndic8 is not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact us at ar@syndic8.io as promptly as you can.

4.6            Changes to Payment Methods and Account Information.  Client is responsible for ensuring that its Client Information, including all payment information (address, debit or credit card number and expiration date), is accurate and up to date. You may change this information at any time by logging into your account through the Syndic8 website, accessing your account page and making the changes or by contacting ar@syndic8.io.  If you have any difficulty making any change to the payment method, you must notify us by contacting ar@syndic8.io and demonstrating to our satisfaction your authority to change the payment method used for the Service.  If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for the Service subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your Service subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method.

4.7            Costs of Collection; Credit Card Chargebacks.  In addition to the fees for the Service, Client agrees to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys’ fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.  If you purchase a Service subscription with a credit card and then subsequently request your credit card issuer to reverse that payment, Syndic8 may be charged a fee. Accordingly, in order to enable you to pay fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to use the Service until such time as you reimburse us the amount of the fee we were charged by the card issuer.

5.             Term and Termination

5.1            Term. Client’s right to access and use the Service shall commence and continue for the Term set forth in the Order Form unless earlier terminated by Syndic8 by not less than thirty (30) days’ notice to Client or otherwise according to these Terms; provided, however, that Syndic8 may suspend Client’s access to or use of all or any part of the Service without incurring any resulting obligation or liability if: (a) Syndic8 receives a judicial or other governmental or law enforcement request that Syndic8 believes requires such action; (b) Syndic8 believes that Client or any User is in violation of these Terms; (C) Syndic8 determines there may be an imminent threat to the security of the Service or data therein, or (d) during any maintenance affecting the Service.

5.2            Termination for Cause. Client and Syndic8 shall each be entitled to terminate the subscription Term if the other party commits a material breach of its obligations hereunder that is not cured within thirty (30) days after written notice thereof from the non-breaching party.

5.3            Effect of Termination.  Upon the expiration or termination of the Term, Client’s right to access and use the Service shall immediately terminate; provided, however, that within the thirty (30) days after the such expiration or termination, Client may access and download Client Content and any Syndic8 Service Output then available to Client via standard export mechanisms, including through the Service interface or, upon request, Syndic8 may agree to deliver such Client Content and any such Syndic8 Service Output to Client. Syndic8 shall have no obligation to retain or provide to Client or any other person any Client Content or any Syndic8 Service Output after the expiration of such thirty (30) day period. Sections 5.3, 6.6, 10, 11, 12 and 13 will survive the termination or expiration of this Agreement for any reason whatsoever. Expiration or termination of the Term shall not limit either party from pursuing any remedies available, including injunctive relief, nor relieve Client of its obligation to pay all fees for the Service and any other work performed prior to, and if applicable, following such expiration or termination.

6.             Rights and Responsibilities

6.1            Client Content; Ownership.  As between Client and Syndic8, Client shall be deemed the owner of all Client Content, and nothing in these Terms shall be deemed to convey any right, title or interest in or to the Client Content to Syndic8, except for the Operations License expressly granted in these Terms.  Client is solely responsible for the accuracy and legality of all Client Content input into or processed by the Service, or otherwise shared with Syndic8, and represents and warrants that it owns or otherwise has all rights necessary to grant the Operations License. Client also represents and warrants that neither the Client Content, nor your use and provision of the Client Content in or through the Service, nor any use of your Client Content by Syndic8 under the Operations License will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation applicable to the protection of personally identifiable information, privacy, credit information or other sensitive data. Without limiting the foregoing, Client shall cause any required disclosures to be made to, and any required consents obtained from, any individuals whose personally identifiable information is included in Client Content prior to uploading such data into the Service.

6.2            Grant of Operations License.  Client hereby grants Syndic8 a non-exclusive, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, display, perform and distribute the Client Content solely for the purpose of operating and providing the Service to Client, and for no other purpose (the “Operations License”). Client acknowledges and agrees that the Operations License may be extended by us to our Service Providers to the degree necessary in order for the Service to be provided.

6.3            Service Data.  Subject to the restrictions upon use or disclosure of Client Content, and Client’s Confidential Information (as defined below), Client agrees that Syndic8 may use information gathered in connection with the use of the Service to improve the Service, and develop other products and services, as long as such information is in a form that does not individually identify Client or personally identify any individuals included within the Client Content (the “Service Data”).

6.4            Service Ownership.  Syndic8 and its licensors exclusively own all right, title and interest in and to the Service, including all proprietary algorithms, technologies, reporting methodologies, analytics, artificial intelligence, and machine learning occurring as a result of your use of the Service, and provided or made available to you by Syndic8 within, or in conjunction with, the Service, the Service Data, and any enhancements, derivative works or improvements thereto. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Syndic8 hereby grants to you a nontransferable, nonexclusive right to access and use the Service, and to permit your Users to access and use the Service and the Syndic8 Service Output, in accordance with these Terms, during the Term of your subscription. Except for this license, Syndic8, and its respective successors and assigns, retain all rights, title and interests in the Service and Syndic8 Service Output (excluding the Client Content).

6.5            Protecting Client Content.  The protection of Client Content is a top priority for us, so we have implemented and will maintain administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion and disclosure of Client Content by our personnel or third parties.  These safeguards are described in part at our Security Summary. We will endeavor to only share Client Content, in accordance with our Privacy Policy, with Service Providers pursuant to the Operations License and with third parties that your Users request (“Client Content Recipients”). However, Client acknowledges and agrees that, as between Client and Syndic8, Client bears sole responsibility for adequate security, protection and backup of Client Content in the possession or control of Client and Third-Party Content Providers and Client Content Recipients, or when Users elect to use unencrypted gateways to connect to the Service.

6.6            Confidential Information Use and Disclosure. Each party agrees as follows: (i) it will not disclose the Confidential Information of the other party to anyone except its employees, contractors, third-party service providers and advisors who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement and (ii) it will not use or reproduce the other party’s Confidential Information for any purpose other than performing its obligations as described herein. Each party will be liable for the acts and omissions of its representatives with respect to the other party’s Confidential Information. Confidential Information shall not include information that is (i) generally known to the public without breach of these Terms, (ii) obtained by a party from another source not known to have an obligation of confidentiality to the other party, (iii) at the time of disclosure to a party is already in the possession of such party free of any confidentiality obligation, or (iv) independently developed by a party without reference to any Confidential Information of the other party. “Confidential Information” means all information, disclosed by one party (the “disclosing party”) to the other (the “receiving party”), related to the business, products, solutions, services or operations of the disclosing party or a third party that has been identified as confidential or that by the nature of the information ought reasonably to be treated as confidential, including (subject to the foregoing exclusions) the Client Content.  Notwithstanding anything to the contrary herein, a receiving party shall not be deemed to have violated this Section if it discloses Confidential Information in response to a bona fide subpoena, judicial order, or other lawful process issued by a court or governmental agency of competent jurisdiction that compels such disclosure.  Before doing so, to the extent lawful, the receiving party will provide reasonable written notice to the disclosing party before any such disclosure so that the disclosing party may seek a protective order or other appropriate remedy to prevent or limit such disclosure.  In any event, the receiving party will furnish only that portion of the Confidential Information that it is legally required to furnish.

7.             User Guidelines

Client agrees to ensure that Users shall not do any of the following:

(a)             Post, upload, publish, submit or transmit any Client Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b)             Use, display, mirror or frame the Service or any individual element within the Service, Syndic8’s name, any Syndic8 trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Syndic8’s express written consent;

(c)             Access, tamper with, or use non-public areas of the Service, Syndic8’s computer systems, or the technical delivery systems of Syndic8’s providers;

(d)             Attempt to probe, scan or test the vulnerability of any Syndic8 system or network or breach any security or authentication measures;

(e)             Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Syndic8 or any of Syndic8’s providers or any other third party (including another user) to protect the Service or Client Content;

(f)              Attempt to access or search the Service or Client Content or download Client Content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Syndic8 or other generally available third-party web browsers;

(g)             Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(h)             Use any meta tags or other hidden text or metadata utilizing a Syndic8 trademark, logo URL or product name without Syndic8’s express written consent;

(i)              Use the Service or Client Content, or any portion thereof, for any purpose contrary to Client’s policies or requirements, or in any manner not permitted by these Terms or the terms of Syndic8 Service Providers applicable to you;

(j)              Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service or Client Content to send altered, deceptive or false source-identifying information;

(k)             Attempt to decipher, decompile, copy, emulate, disassemble or reverse engineer any of the software used to provide the Service;

(l)              Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;

(m)           Collect or store any personally identifiable information from the Service from other users of the Service without their express permission;

(n)             Impersonate or misrepresent your affiliation with any person or entity;

(o)             Violate any applicable law or regulation including, without limitation, applicable U.S. export control and economic sanctions laws or regulations;

(p)             Use Syndic8 as a host for assets to retail consumers or other parties (referred to as “Hot Linking,” such as presenting an image on an e-commerce site by referencing a Syndic8-hosted URL; or

(q)             Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Service or Client Content or to review or edit any Client Content, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Client Content stored within the Service, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Client Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

8.             Feedback

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You can submit Feedback by emailing us at support@syndic8.io. You acknowledge and agree: (i) Feedback does not contain Confidential Information; (ii) Syndic8 is not under any obligation of confidentiality, express or implied, with respect to any Feedback; (iii) Syndic8 shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way; (iv) Syndic8 may already have under consideration or in development ideas similar to or the same as such Feedback; and (v) you are not entitled to any accounting, compensation or reimbursement of any kind from Syndic8 under any circumstances. To be clear, Syndic8 shall be entitled to utilize all Feedback in any way without restriction or obligation to you.

9.             Warranties; Disclaimers

9.1            Syndic8 Warranties.  Syndic8 represents and warrants to Client that during the Term: (i) the Service will be provided in conformity with industry standards in a professional and workmanlike manner and (ii) Syndic8 will provide the Service in a manner that is designed to be free of all viruses, worms, Trojan horses and other malicious code the purpose of which is to permit unauthorized access to, or cause harm or impede in any manner any of Client’s computer systems or data.

9.2            Mutual Warranties. Each party represents and warrants that: (i) it will comply with all applicable laws and regulations in the use or provision of the Service, as applicable, and (ii) that the Agreement constitutes a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.

9.3            Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 AND 9.2, THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND SYNDIC8 AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CUSTOMER ACKNOWLEDGES THAT SYNDIC8 DOES NOT WARRANT THAT THE SERVICE WILL BE PROVIDED IN AN UNINTERRUPTED OR ERROR FREE MANNER AT ALL TIMES, OR THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, OR THAT THE SERVICE WILL BE ACCURATE, COMPLETE, SUFFICIENT, OR ADEQUATE TO MEET CUSTOMER’S AND ITS USERS’ REQUIREMENTS OR NEEDS.  FURTHER, CUSTOMER ASSUMES SOLE RESPONSIBILITY WITH RESPECT TO THE RESULTS OF THE DECISIONS IT MAKES IN USING THE SERVICE AND SYNDIC8 SERVICE OUTPUT, INCLUDING THE PROCESSING AND SHARING OF ALL CUSTOMER CONTENT IN ACCORDANCE WITH USER DIRECTIONS.

9.4            Third-Party Products and Services.  The Service is designed to work with certain third-party products and services selected by Client and/or independent of Syndic8 (collectively, “Reliant Party Products”), but we may not have control over how our Service integrates from time to time with such Reliant Party Products, and we do not control the performance or continued availability of Reliant Party Products. Accordingly, you acknowledge and agree that (i) we are not responsible for the performance of Reliant Party Products we may reference or provide links to, including, without limitation, their use or treatment of your data therein; (ii) we are not responsible or liable for any content or other materials generated by such Reliant Party Products; (iii) we are not responsible for any technical inability to access Client Content in such Reliant Party Products via our Service; and (iv) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Reliant Party Products. Please ensure you have read and understand the applicable terms of service and privacy policy for Reliant Party Products. You acknowledge sole responsibility for and assume all risk arising from, your use of any Reliant Party Products.

10.          Indemnification

10.1         Syndic8 Indemnity. Syndic8 will indemnify, defend and hold Client, its directors, officers, employees and representatives, harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement (including reasonable attorneys’ fees) (collectively “Losses”) arising out of any third-party claim alleging that the Service infringes any U.S. patent, copyright, trademark or trade secret; provided, however, that Syndic8 shall not have any such indemnification obligations if the alleged claim that gives rise to any Losses arises from or relates to: (a) a use or modification of the Service by Client or any User in a manner outside the scope of any right granted pursuant to these Terms, (b) a combination, operation or use of the Service with other software, hardware or technology not provided by Syndic8 if the claim would not have arisen but for such combination, operation or use, or (c) any claim arising from or relating to a misrepresentation or breach of the warranties provided in Section 6.1 (clauses (a), (b) and (c) being collectively referred to as a “Client Indemnity Responsibilities”).

10.2         Client Indemnity.  Client will indemnify, defend and hold harmless Syndic8, its directors, officers, employees and representatives, from and against any and all Losses arising out of any third-party claim arising out of any Client Indemnity Responsibilities.

10.3         Indemnification Process.  The foregoing indemnification obligations are conditioned on the indemnified party: (i) notifying the indemnifying party promptly in writing of any action, claim or circumstance that may result in an indemnification obligation, except where such failure to notify does not materially prejudice the indemnifying party, (ii) reasonably cooperating in such defense and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying party, provided that the indemnifying party shall not settle any claim in a manner that admits liability or otherwise prejudices the indemnified party, without the prior written consent of the indemnified party.

10.4         Mitigation. If the Service is, or in Syndic8’s opinion is likely to become, the subject of any infringement-related claim, then Syndic8 may, at its expense and option: (i) procure for Client the right to continue using the Service; (ii) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent; or (iii) terminate the Order Form and give Client a refund for any pre-paid, but unused fees.

11.          Limitation of Liability

11.1         NEITHER CUSTOMER NOR SYNDIC8 (OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF ANY SUBSTITUTE SERVICE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY IN ALL CIRCUMSTANCES.

11.2         EACH PARTY’S MAXIMUM AGGREGATE LIABILITY HEREUNDER WILL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO SYNDIC8 UNDER THE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100) (THE “CAP”); PROVIDED, HOWEVER, THAT A PARTY’S INDEMNIFICATION OBLIGATIONS SHALL NOT BE LIMITED TO THE CAP BUT INSTEAD SHALL NOT EXCEED TWO TIMES THE CAP.

12.          Dispute Resolution

12.1         Governing Law.  These Terms and any action related thereto will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to these Terms or your use of the Service will be the state and federal courts located in Boston, Massachusetts, United States, and both parties consent to the jurisdiction of such courts with respect to any such actions.

12.2         Alternative Dispute Resolution Process.  Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between Client and Syndic8 where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event Client and Syndic8 agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.  If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.

12.3         Mandatory Arbitration Provisions.  If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Syndic8 agree to resolve any claims relating to these Terms or the Service – except any dispute relating to the enforcement or validity of intellectual property rights – through final and binding arbitration by a single arbitrator, except as set forth under Exceptions for Injunctive Relief below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.  The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules, as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA’s website. The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Massachusetts, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.  The arbitration will be held in Boston, Massachusetts, or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator’s discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.

12.4         Exception for Injunctive Relief.  Notwithstanding the provisions of Section 12.2 and 12.3, either the Client or Syndic8 may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

12.5         NO CLASS ACTIONS.  YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN’T ALLOWED. IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS “MANDATORY ARBITRATION PROVISIONS” SECTION WILL BE DEEMED VOID.

13.          General Terms

13.1         Complete Agreement.  These Terms together with the applicable Order Form referring to these Terms, and executed by Client and Syndic8,  constitute the entire and exclusive understanding and agreement between Syndic8 and Client regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Syndic8 and you regarding the Service. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other agreements or provisions referenced in these Terms, the following order of precedence will apply: (1) the terms of the Order Form and (2) these Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order, vendor onboarding process or web portal, or any other Client order documentation (excluding a Syndic8-accepted Order Form) will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void.

13.2         Severability.  These Terms will be enforced to the fullest extent permitted under applicable law. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

13.3         Assignment.  You may not assign or transfer the right to use the Service, or Client’s obligations under these Terms, by operation of law or otherwise, without Syndic8’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of Client, after notice to Syndic8. It shall be Client’s responsibility to ensure its billing and contact information is current at all times despite any such assignment. Any attempt by you to assign or transfer the right to use the Service, or Client’s obligations under these Terms, without such consent, will be null and void. Syndic8’s remedy for any purported assignment by the Client in breach of this section will be, at its election, termination of these Terms upon written notice. Syndic8 may freely assign or transfer the Service, or Syndic8’s obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

13.4         Notices.  Any notice required or permitted under these Terms must be in writing and delivered by email (i) to you at the email address included within your Client Information or (ii) to Syndic8 at legal@syndic8.io. We may also elect to provide notice to you by delivering a message to the Administrator or one or more Users within the Service if the initial Administrator is no longer a User within Client’s subscription, and you have not provided us with the identity of a replacement Administrator. You agree that all notices and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The date of receipt will be deemed the date on which such notice is transmitted.

13.5         Waiver.  Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of such party. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

13.6         Publicity.  Client grants Syndic8 the right to use Client’s organization name and logo in its directory of clients, and as a reference for marketing or promotional purposes, on our website and in other public or private communications with our existing or potential customers, subject to Client’s standard trademark usage guidelines as provided to us or published by Client from time-to-time. We will abide by your wishes, however, if you notify us that you would prefer we not use you as a reference.

13.7         Force Majeure.  Neither party will be liable by reason of any failure or delay in the performance of any obligations on account of events beyond their reasonable control, which may include denial-of-service attacks, a failure by Reliant Party Products, strikes, shortages, riots, fires, acts of nature, war, terrorism, and governmental action.

14.          Contact Information

If you have any questions about these Terms or the Service, please contact Syndic8 at legal@syndic8.io, phone: 617-500-1980, physical address: 31 St. James Ave, Fl 6, WeWork c/o Syndic8, Boston, MA 02116.

Please note that “Stripe” is a trademark of Stripe, Inc., respectively, and or its affiliates in the U.S. and other countries, and other trademarks and service marks referenced herein are the trademarks of their respective owners. Syndic8 does not endorse any of these services, and neither Stripe nor any other services mentioned in these Terms should be interpreted as an endorsement or recommendation of any Syndic8 service, and no assumption of any endorsement should be taken from Syndic8’s integration with or use of any of those services.