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Terms and Conditions

1 ACCEPTANCE OF TERMS

1.1 Synchroteam Inc. ("Synchroteam", "we", "our" or "us") provides its Service (as defined below) to you through its website located at www.synchroteam.com (the "Site"), subject to this Terms and Conditions agreement ("TOS"). By accepting this TOS or by accessing or using the Service (as defined below), you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

1.2 Synchroteam may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at www.synchroteam.com/terms-and-conditions.php. The revised TOS will become effective upon posting, and if you use the Service after that date, we will treat your use as acceptance of the revised TOS. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

2 DESCRIPTION OF SERVICE

The "Service" includes (a) the Site; (b) the on-demand Synchroteam mobile workforce collaboration solution, tools and services provided through the Site and by the Synchroteam API made available via the Site (the "App"); and (c) all software, data, text, images, sounds, video, and content made available through the Site or services, or developed via the Synchroteam API (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.

3 GENERAL CONDITIONS/ ACCESS AND USE OF THE SERVICE

3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for your internal business purposes as contemplated by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party; or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and/or its components.

3.2 Subject only to the limited right to access and use the Service expressly granted to you under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Synchroteam. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Synchroteam, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

3.3 You are responsible for all information, data, text, messages or other materials that you post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person. A single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows.

3.4 Synchroteam reserves the right to access any or all your accounts in order to respond to your requests for technical support. We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of your data. We will not disclose your data except if compelled by law, if we believe it is necessary in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of these TOS or if permitted by you.

3.5 You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Synchroteam's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Synchroteam will use reasonable efforts to publish on the Site or notify you of any planned downtime of the Service.

3.6 The failure of Synchroteam to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you (or the company or legal entity you represent) and Synchroteam, even though it is electronic and is not physically signed by you and Synchroteam, and it governs your use of the Service and takes the place of any prior agreements between you and Synchroteam.

4 COPYRIGHTS AND TRADEMARKS

The trademarks, service marks, trade names, trade dress, logos and products used and displayed on the Site or the App are protected in the United States and internationally. Synchroteam is the copyright owner or authorized licensee of all text and all graphics included on the Site or the App. No use of any of these may be made without the prior, written authorization of Synchroteam, except that you may use these trademarks or logos to identify yourself as a customer or user of the Synchroteam products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them into your names or offerings. Other parties' trademarks and service marks that may be referred to on the Site or the App are the property of their respective owners. Nothing on the Site or the App should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Synchroteam 's trademarks, service marks or copyrights without Synchroteam 's prior written permission. Synchroteam enforces its intellectual property rights.

5 PAYMENT AND REFUNDS

5.1 Trials and Payments. The Service is made available on a pay-as-you-go basis and is charged at the start of your elected subscription term (generally monthly, quarterly or annually). All plans come with an initial free trial period of up to 14 days. If you do not provide us with your credit or debit card details, or required information for other accepted forms of payment that are approved for use with the Service (each, "Payment Details") within the free trial period, your account will be suspended and can only be reactivated by submitting your Payment Details. Once you have provided Payment Details, you will be promptly billed and your trial period will terminate.

5.2 Plan and Price Changes. If you choose to upgrade your plan or number of agents during your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to your account.  Subsequently, your credit card, debit card or other payment method you used to subscribe, will automatically be charged the adjusted rate on your next billing cycle subsequent to the pro-rating billing. A billing exception exists if you are on a monthly billing cycle where you will not see a prorated charge or credit in the current month, but your new billing rate will be reflected on your next monthly bill. Regardless of your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for months unused if you close your account before the end of your subscription period. In order to treat everyone equally and keep our administrative costs low for the ultimate benefit of our customer base, no exceptions will be made. Downgrading your plan level may cause the loss of Content, features, or capacity of your account and Synchroteam does not accept any liability for such loss. Prices of all Synchroteam plans and Services are subject to change upon 30 days' notice from us. Such notice may be provided at any time. In addition, Synchroteam reserves the right to contact you about special pricing if you maintain an exceptionally high number of end-users or an unusually high monthly ticket ratio per agent. In such situation, an Enterprise Subscription Agreement (described below) may be more appropriate for you.

5.3 Billing, Receipts and Privacy. The account owner will receive an email receipt upon each charge to your credit or debit card or other payment account. The receipts are also available for the account owner by logging in to his or her account. Synchroteam provides an interface for the account owner (as defined in the sign-up procedure) to change Payment Details (e.g., upon card renewal). Synchroteam uses a third-party intermediary to manage credit and debit card processing, and this intermediary is not permitted to store, retain, or use your billing information except to process your credit or debit card information for Synchroteam.
By using any such payment method, you agree that we may receive certain of your personal information. Our use of your personal information will be as permitted in our capacity as a partner of such service providers and in a manner consistent with our Privacy Policy. Please visit http://www.synchroteam.com/privacy.php and review our Privacy Policy to understand how Synchroteam collects and uses personal information.

6 CANCELLATION AND TERMINATION

6.1 You are responsible for properly canceling your account. The account owner (as defined in the sign-up procedure) can cancel the account at any time by clicking on the Account link in the global navigation bar at the top of the screen. There are no other means of canceling your account. You will lose access to all of your content upon cancellation and we will delete it in our normal course of business operations. This information cannot be recovered once your account is cancelled. If you cancel the Service before the end of your current paid-up subscription period, your cancellation will take effect immediately and you will not be charged again.

6.2 Synchroteam reserves the right to (a) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and/or (b) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of your content in the Service, for any reason, including, if Synchroteam believes that you have violated this TOS. Synchroteam will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Synchroteam shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service.

7 USER CONTENT

7.1 We may in the future permit the submission of various forms of content submitted by you and other users, such as materials, statements, documents, images, graphics, logos, designs, videos, text files, audio files, and comments (collectively, "User Content") and the hosting, sharing, downloading, publishing and/or republishing of such User Content. WE DO NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY USER CONTENT. TO PROTECT YOUR PRIVACY AND THE PRIVACY OF OTHERS, YOU AGREE THAT YOU WILL NOT PROVIDE ANY USER CONTENT THAT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION (SUCH AS NAME, PHONE NUMBER, EMAIL OR MAILING ADDRESS, SOCIAL SECURITY NUMBER, ETC.) BELONGING TO YOU OR ANYONE ELSE. UPLOADING IMAGES OR VIDEOS OF OTHER PEOPLE WITHOUT THEIR PERMISSION IS STRICTLY PROHIBITED.

7.2 You will be solely responsible for your User Content, and the consequences of posting or publishing it. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Content. You acknowledge that Synchroteam reserves the right to pre-screen User Content and we have the right (but not the obligation) in our sole discretion to refuse, move, and/or remove any User Content that is available on or through the Service.

8 DISCLAIMER OF WARRANTIES; INDEMNITY

8.1 THE SERVICE, INCLUDING THE SITE, CONTENT AND APP, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW. SYNCHROTEAM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SYNCHROTEAM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM SYNCHROTEAM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING GOVERNMENT COMPLIANCE OF ANY SOFTWARE USED IN PROVIDING THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT SYNCHROTEAM DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS CAUSED BY THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE CAUSED BY SUCH PROBLEMS.

8.2 You agree to defend, indemnify, and hold harmless Synchroteam and our directors, officers, employees, and agents from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including, but not limited to, reasonable attorneys' fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your failure to comply with this TOS; (ii) your breach of your obligations under this TOS; and/or (iii) your use of the rights granted hereunder, including, but not limited to, any claims made by any third parties.

9 LIMITATION OF LIABILITY

9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SYNCHROTEAM BE LIABLE TO YOU, YOUR COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION SYNCHROTEAM SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS, WHICHEVER IS LESS. THE PROVISIONS OF THIS SECTION ALLOCATES THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS OF LIABILITY IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

9.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, SYNCHROTEAM'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

10 ASSIGNMENT

Synchroteam may assign or transfer this TOS, in whole or in part, without restriction.

11 EXPORT COMPLIANCE

You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Service.  You agree that such export control laws will govern your use of the Service (including any technical data) and any deliverables provided under the Service, and you agree to comply with all such export laws and regulations (including "deemed export" and  "deemed re-export" regulations).  You agree that no data, information, software programs and/or materials resulting from the Service (or any direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.

12 GOVERNING LAW

This TOS will be governed by the laws of the State of Florida and the United States of America without regard to the principles of conflicts of law. By using or accessing the Site or the App or using the Service, you agree that any action at law or in equity arising out of or relating to your use of the Site, the App, the Service or this TOS will be filed only in the federal and state courts sitting in Miami-Dade County. Florida, and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

13 LOCAL LAWS

Synchroteam makes no representation that Content through the Service are appropriate or available for use in jurisdictions outside the United States. Access to the Service from jurisdictions where such access is illegal is prohibited. If you choose to access the Service from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. Synchroteam is not responsible for any violation of such laws.

14 PRIVACY

Personal data that you provide will be handled in accordance with Synchroteam's Privacy Policy located at www.synchroteam.com/privacy.php, which is incorporated herein by reference.

15 THIRD PARTY CONTENT

Synchroteam may provide hyperlinks to other websites maintained by third parties, or Synchroteam may provide third party content on the Site or App by framing or other methods. THE LINKS TO THIRD PARTY WEBSITES ARE PROVIDED FOR YOUR CONVENIENCE AND INFORMATION ONLY. THE CONTENT ON ANY LINKED WEBSITE IS NOT UNDER SYNCHROTEAM'S CONTROL AND SYNCHROTEAM IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEBSITES, INCLUDING ANY FURTHER LINKS CONTAINED IN A THIRD PARTY WEBSITE. IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY WEBSITES LINKED TO THE SITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.

16 PROVISIONS RELATING TO APPLE

16.1 Although you can download the App through the Apple Store App and use the App on Apple iPhones, iPods, iPads or other Apple devices, Apple is not responsible for: (a) the content of the App; (b) providing maintenance or support services for the App; (c) any product warranties, whether express or implied by law, or other warranty obligations; (d) any claims, including product liability claims, losses, liabilities, damages, cost, or expenses attributable to any failure of the App to conform to any warranty or failure to conform to any applicable legal or regulatory requirement, or arising out of consumer protection or other similar legislation; and (e) the investigation, defense, settlement and discharge of any intellectual property claim brought by a third party against you or Synchroteam.

16.2 By agreeing to this TOS, you acknowledge and agree that any Apple device on which the App is used is owned or controlled by you, and you are using it as permitted by the Usage Rules set forth in the App Store Terms of Service. You further acknowledge and agree that Apple, and its subsidiaries, will have the right (and will be deemed to have accepted the right) to enforce this TOS as a third party beneficiary thereof. You represent and warrant to Apple that (a) you are not located in a country that is subject to a U.S. Government embargo or that is designated as a "terrorist supporting country"; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Your Consent To This Agreement

By accessing and using the Service, you consent to and agree to be bound by the foregoing TOS. If we decide to change this TOS, we will make an effort to post those changes on this page so that you will always be able to understand the terms and conditions that apply to your use of the Site.

If you have additional questions or comments of any kind, or if you see anything on the Site that you think is inappropriate, please let us know by emailing us at contact@synchroteam.com or by sending your comments to:

Synchroteam Inc.
117 NE 1st Ave
Miami, FL 33132

Attn: Customer Care – Website Issues
(855) 809-6200
contact@synchroteam.com

Copyright © 2016 Synchroteam Inc. All Rights Reserved.

EFFECTIVE AS OF: December 15, 2011
LAST UPDATED: December 12, 2017