TERMS AND CONDITIONS
Effective Date: January 1, 2019
ML Marketing System is a brand owned and operated by SYNDUIT LLC, By signing up with SYNDUIT or any SYNDUIT owned brand, you agree to the following Terms of Service.
In order to highlight the most commonly asked questions, please see the items below:
1. At-Will - This agreement is ‘at-will’, meaning that you can cancel your account at any time and so can we. It is rare for SYNDUIT to ask a client to leave, but if you are not operating as a team player, breaking our spam policy, or performing any activity that will end up hurting our tribe we will be forced to turn off your account immediately.
2. Subscription - We will automatically renew your plan at the end of the designated billing period or free trial
3. Upgrading or Downgrading Services - If you decide to upgrade services during the middle of a payment cycle, your fee will be increased in the next payment cycle, but you will still be able to use the higher tier of service immediately. If you decide to downgrade during the middle of a billing cycle, your new plan will be reflected in the following month, but there will be no prorated refund.
4. Promotions - SYNDUIT has the right to offer promotions as often or as little as the company desires. All promotions can have an expiration and if a FREE TRIAL for a period of time is offered, you are responsible for making the full monthly on the day that your billing is due. No refunds will be extended for a lack of hitting the delete button in your profile prior to this date and you hereby forfeit the right to contact your credit card company with a chargeback once you agree to our terms of service during the last step in the checkout process.
SYNDUIT Terms of Service
By signing up with SYNDUIT, you agree to the following Terms of Service. This Agreement provides the terms and conditions governing the use of SYNDUIT’s services. You agree to use your SYNDUIT account in a manner that is consistent with all applicable laws and regulations and in accordance with the terms and conditions discussed herein. This Agreement is between SYNDUIT (hereafter referred to as “the
service provider”) and all its’ subscribers (hereafter referred to as “the client”). Unless the context requires otherwise, the service provider, and/or its’ assigns may also be referred to as “us”, “we”, or “our” and the client may be referred to as “you”, “your” or “subscriber.” I understand that the service provider, and/or its’ assigns do not guarantee, imply, or predict any type of profit or response from said services. The client irrevocably covenants, promises and agrees to indemnify the service provider and/or its’ assigns and to hold the service provider and/or its’ assigns harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which the service provider and/or its’ assigns may sustain or to which the service provider and/or its’ assigns may become subject arising out of or relating in any way to the use of the services provided under this Agreement, including any claims that any content you provide infringes the rights of any third parties including, without limitation, in each case attorneys’ fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.
Use of the Services
You shall comply with the terms and use restrictions, if any, set out in these present Terms, and in the Operating Policies. You shall be responsible for ensuring that your users also comply with said Terms and use restrictions.
You shall not interfere with or disrupt operation of the Service and shall comply with the Agreement for access to and use of this service.
When You use the SYNDUIT API, You shall be responsible for your usage of the SYNDUIT platform and shall limit your API calls to a reasonable volume. SYNDUIT reserves the right, at its sole discretion, to take any necessary action to address any improper use.
You subscribe to the Services in your name and on your behalf, and You are not entitled to send via our Services promotional emails for a third-party, nor to assign the use of all or part of the Services to your own customers, even for free; in this context, We draw Your attention to the fact that one single domain must not include more than two (2) master accounts.
As an indirect SYNDUIT subscriber, You subscribe to the Services in Your name but on behalf of your own clients with the objective of managing and/or reselling SYNDUIT to your clients. Specific Terms will be applicable to this usage, including that You must use sub-accounts to separate email traffic of your own clients using the Services and are responsible for the necessary support for the End Users.
When You create your account, You undertake to share the information required to process your orders as requested online, including, your surname, first name (or
You shall keep confidential and secure all credentials, User IDs and passwords associated with your account (including the master account and any attached sub- accounts), and to immediately notify Us of any unauthorized use of your account, or of any theft or loss of credentials allowing access to the account. Each account is personal and can only be accessed and used by You or the users duly authorized by You. You recognize and acknowledge that You may be liable for any unlawful, wrongful or fraudulent use of the account, and You shall indemnify and hold Us harmless against any action or claim arising from such a use. We reserve the right to request proof of your identity or authority before granting access to your account.
You shall be solely and wholly liable (i) for any Data, information or content, in particular the content of emails, SMS or newsletters sent by You through the Service, including if such content is provided by a third party, such as an SMTP relay or via the routing of an entire infrastructure (hereinafter collectively referred to as « Content »), and (ii) for the Content’s compliance with the regulations in force in accordance with article 4 below.
You acknowledge and warrant that the Content, whether in whole or in part, shall in no event:
infringe, misappropriate or violate any right, especially any Intellectual Property Right, of any third party whatsoever; contain any virus or program designed to cause damage, intercept or misappropriate any system or Data or personal data in a fraudulent manner; contain any unlawful, bullying, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations; contain any sensitive personal data, including social security number, individually identifiable health or health insurance information, bank account information or credit card information; be false, misleading or inaccurate; or, be in breach with the Operating Policies.
You acknowledge that We have the right, but not the obligation, to monitor the Service and any Data submitted to the Service. To comply with legal obligations in this respect, We may take any actions (including removing Content or denying routing of certain Data and emails) We reasonably believe are necessary to prevent unlawful activity in connection with the Service.
You expressly acknowledge and agree that SYNDUIT shall not be liable for any loss or destruction of the Content, including the Data, and that You shall be responsible for ensuring that You have proper backups thereof.
You undertake to comply with Our Sending Policy and, in particular, You acknowledge that You have been informed that in the event of breach of the provisions of this Policy, in particular if emails or SMS are sent to recipients who did not specifically ask to receive such emails or SMS, if SMS messages are sent for non transactional purposes, or if We receive an unusual number of complaints, We shall be entitled to terminate your subscription and/or close the master account or any associated sub-account, in which case You shall not be entitled to claim any refund or compensation.
We also reserve the right to temporarily limit your sending – which means that your daily and total emails or SMS sent will be limited in number and You will need to take the necessary measures to ensure that your practices comply with our Policy and requirements – before SYNDUIT can lift the temporary sending limit and allow You to send your desired volumes. A temporary sending limit subsequent to a breach of your contractual obligations means that You will remain liable for the payment of the amounts contractually due during the limitation period despite the limitation on your email sending options and no refund whatsoever will be made. You will also be liable for any fines imposed if sending non-transactional SMS messages.
Some internet service providers (« ISP ») may suspend the routing of emails from certain addresses if they detect or suspect any dishonest or illegal behavior (« blacklisting »). If Your account is blacklisted by an ISP, We shall use reasonable efforts to attempt to re-establish communication with such ISP, and You agree to pay for the additional Services We may be required to perform for this purpose.
Compliance with the Law
The Website is controlled and operated from the United States, and is not intended to subject Us to the laws or jurisdiction of any state, country or territory other than that of the United States. We do not represent or warrant that the Website or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access Website, You do so on Your own initiative and at Your own risk. We may limit the Website’s availability, in whole or in part, to any person, geographic area or jurisdiction We choose, at any time and in Our sole discretion. You (i) shall comply with all laws and regulations in force that are applicable in any country from which You access the Website and/or use the Service, as well as in any country to which You send emails, including for uses related to users who are located in the European Union and Switzerland, You shall process such users’ personal data in accordance with privacy rights and regulations
following the Regulations (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, known as the General Data Protection Regulation (“GDPR”), and (ii) shall indemnify and hold Us harmless from any action brought against Us, judgment entered against Us or loss We may sustain due to Your non-compliance with applicable laws and regulations. Furthermore, You agree to reimburse Us for any action or formality We may be required to carry out to comply with a legal demand or request from an administrative or judicial authority in relation to your use of the Service.
In the event You become aware of a violation by any third party of any provision of these Terms or of any laws or regulations and, in particular, if You become aware of a security breach by a third party or discover a security breach, You shall immediately notify Us by any means, including by sending an email to firstname.lastname@example.org.
The service provider will not rent, sell, access or in any way use the client’s customer database information except in connection with the provision of the services or the sale, transfer, reorganization or merger of service provider’s business.
Services to be Provided:
The service provider agrees to provide the client, directly, or through our subcontractors and affiliates, with marketing services. Due to the nature of the technologies and Internet stability, the service provider and/or its’ assigns provide, service interruptions may occur. No full, partial, or prorated refunds will be made as adjustment for any such service interruption. The client hereby acknowledges that changes in the nature of the services which may be offered under this Agreement do not constitute grounds for full or partial refund of any advance fees paid.
By using SYNDUIT services, you agree to accept the fees you may incur as a result of using the service provider’s software, including but not limited to, fees for supplemental services or features and purchases made through the use of the service provider. Subject to any applicable law, fees and charges for SYNDUIT services are non-refundable unless the pricing terms for the applicable service expressly states otherwise. This Agreement and the client’s use of SYNDUIT’s services shall become effective on the date the order is submitted by the client to the service provider (“Effective Date”). The Period of Performance of this Agreement
shall commence on the Effective Date and shall automatically renew for additional like periods (“Renewal Periods”) under the same terms and conditions as herein agreed, which may be amended from time to time, unless and until either party provides the other party with notice of termination (refer to account Cancellation instructions below) at least seven (7) days prior to any Renewal Period. The service provider will continue to renew automatically unless terminated by SYNDUIT or until the client notifies SYNDUIT of your intent to change your service renewal. For account cancellation instructions refer to the CANCELLATION POLICY found in these Terms of Service.
Method of Payment
The client must provide a valid method of payment (credit card or other pre- arranged payment method) prior to and during any time the client receives SYNDUIT services. The Renewal Fees will be due three (3) full days prior to the recurring effective date of the Renewal Period, and will be automatically debited from the client’s credit card prior to that date. Service fees for each Renewal Period will be invoiced thirty (30) days prior to the commencement of the Renewal Period. The client acknowledges and agrees that the service provider will not require any additional authorization for any recurring payments or automatic billing options. Accounts are considered in default if the payment is not received within three (3) days after the effective date of the Renewal Period. The service provider may suspend or terminate use of the SYNDUIT services if the client fails to provide a valid designated payment method upon request, or if SYNDUIT is unable, for any reason, to bill charges to the client’s designated payment method. If the payment is more than five (5) days past due, the client will be liable for any fees SYNDUIT incurs in its efforts to collect any unpaid balances plus interest at an annual rate of twelve (12%) percent compounded from the due date through the date of payment. Any billing problems or discrepancies must be brought to SYNDUIT’s attention within thirty (30) days from the date the client is billed. If you do not bring them to SYNDUIT’s attention within thirty (30) days, you agree that you waive your right to dispute such problems or discrepancies with SYNDUIT. If you have any billing- related questions or want to stop a recurring payment from being charged to your designated payment method please log in to your SYNDUIT DASHBOARD and update your billing information in the ACCOUNT section or submit a ticket.
We may terminate your account:
1. If you violate the Terms Of Service Policy, or Anti-SPAM Policy Terms;
2. If you breach any term of this Agreement;
3. If you are involved in the sales and/or distribution of the following materials: a) Cable filters; b) Ponzi or Pyramid Schemes; c) Sale and/or distribution of any illegal materials; or d) For any reason, at our sole discretion.
SYNDUIT will, at Our sole discretion, install minor upgrades/releases of the Software that are generally made available to other subscribers, including patches and/or fixes, as they are made available. Major upgrades/releases and related conversions require careful planning and data decisions that must be managed jointly by You and SYNDUIT, and may require the engagement of SYNDUIT consulting services which will be contracted via a separate agreement. Additional services related to conversions to major releases (e.g. data conversion, report and software customizations, data cleanup) are outside the scope of these Terms of Service.
Text Message Rules and Regulations
You are required to use the Services in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international: (a) Do- Not-Call (“DNC”) list prohibitions; (b) telemarketer licensing and bonding requirements; (c) consumer cancellation rights; (d) mandatory disclosures; (e) wireless calling restrictions; (f) restrictions on the use of automatic telephone dialing systems and pre-recorded messages (i.e. robocalling or voice broadcasting); (g) internal opt-out rules; (h) intellectual property rights and restrictions; and (i) other product and industry-specific rules and disclosures. By making any use of the Services, You expressly warrant to us that You are and shall continue to act in full compliance with the law. All of our offers are void where prohibited by law. You agree that You have read and understand the FTC’s Telemarketing Sales Rule (“TSR”) and the FCC’s Telephone Consumer Protection Act (“TCPA”), and all other applicable laws and regulations. You must review these rules with your own legal counsel to ensure that you understand and are fully compliant. We do not assume responsibility for ensuring that your marketing campaigns meet applicable legal requirements. We will not assume any liability if You are ever held guilty or liable for any law violation. Notwithstanding the foregoing, you acknowledge that we have and are taking active steps to ensure the compliance of our customers, including by having you agree to these terms and otherwise. If we discover evidence demonstrating that you may have violated the law, we may suspend or terminate your use of the Services immediately. You realize and agree that we may be required by law to provide certain information about you if we receive a subpoena from a
court or regulator with competent jurisdiction. We are under no obligation to object to the same, except in our sole discretion.
You understand and agree that certain messaging technologies, may exist in grey areas of the law where no regulatory authority has yet addressed the technology and you agree to accept all risks related to the same. You agree not to use our technology to call or text wireless phones or any device where the called party is charged for the call, without well documented prior express written consent. You also agree not to use our services to telemarket to individuals on any state or federal dnc list without either written consent or a valid established business relationship exemption.
We make no warranties to the client of any kind, expressed or implied, with respect to the service synduit, its subcontractors and affiliates provide you. We expressly disclaim any implied warranty of merchantability or fitness of this service for a particular purpose. We shall not be liable for any damages suffered by the client, whether indirect, special, incidental, exemplary, or consequential, including, but not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for lost profits or for loss of data or information. Your sole remedy, if any, hereunder shall be the return of any fees charged for the service during any periods of non-use due to the gross negligence or willful misconduct of service provider. While we take all reasonable precautions to ensure your database is secure and protected the client understands and agrees that the service provider is under no obligation to export, extract, retrieve or “massage” the client’s database except through our EXPORT function. You agree to back-up all of your data and/or
content which is uploaded to the system. We will not be responsible for any loss of data or content.
The client agrees: (1) to use our system in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user); (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property. 4) to accept notifications of service changes, commercial email and similar offers presented through the SYNDUIT system or via email. If the service provider learns of a violation or likely violation of its’ TERMS OF SERVICE, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances. Our Anti-Spam Policy is an inherent part of our Terms of Service. As such, by submitting to the terms outlined in our Terms of Service, you are also bound to the policies contained in our Anti-Spam Policy. We strictly prohibit any involvement in unsolicited commercial email (UCE) campaigns, commonly known as SPAM. We maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate or similar agent acting on the account holder’s behalf. All lists used in conjunction with the services provided by the service provider, are required to be 100% opt-in lists (refer to SYNDUIT Anti-Spam Policy for additional terms regarding opt-in list requirements). Any user reported to be or caught violating these terms of service will be immediately terminated as per SYNDUIT’s Anti-Spam Policy.
This Agreement is personal to you. You may not assign your rights under this Agreement without our prior written consent. If you do assign your rights, as would be the case where you allow someone other than you to use your account, you shall remain liable to us for any fees due under this Agreement. We may assign this Agreement at any time.
Change of Terms and Conditions
We reserve the right to change the terms and conditions of this Agreement as needed. Use of our service by you after said changes constitutes acceptance of those new terms and conditions. This includes, but is not limited to, the right to change our subscription rates at any time. If you do not agree to the new terms and conditions, you may terminate this Agreement in accordance with our cancellation policy. For changes in subscription rates, we will always give thirty (30) days’ notice prior to changing subscription rates.
Notification of Account Changes
You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number or billing information changes.
Refunds for Monthly Subscribers:
Any client subscribing to our services on a monthly basis will have their credit cards charged the full monthly charge for the service in advance.
Note: No refunds will be issued for service downgrades or interruptions.
We do not take cancellation requests via email or by telephone. All accounts must be canceled by the primary account holder through their account. If you cancel at any time after your billing date there will be no prorated refund, but you will still have access to your SYNDUIT DASHBOARD until the day prior to the beginning of your next billing cycle.
Changes to Terms of Service
SYNDUIT reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. If any changes to the terms of service are unacceptable to you, your only recourse is to terminate the service in accordance herewith. You can review the most current version of the Terms of Service at any time at:http://SYNDUIT.com/terms-of-service. Violation of any of the terms below will result in the termination of your Account. While SYNDUIT prohibits such conduct and content on the Service, you understand and agree that SYNDUIT cannot be responsible for the content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk. SYNDUIT reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Prices of all services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to SYNDUIT. SYNDUIT shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
1. You must be 18 years or older to use this Service.
2. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
3. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
4. Your login may only be used by one person – a single login shared by multiple people is not permitted.
5. You are responsible for maintaining the security of your account and password. SYNDUIT cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
6. You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have accounts under your account).
7. One person or legal entity may not maintain more than one account.
8. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
Payment, Refunds, Upgrading and Downgrading Terms
1. A valid credit card is required for paying accounts.
2. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months (or partial years) of service, upgrade/downgrade refunds, or refunds for months (or years) unused with an open account. In order to treat everyone equally, no exceptions will be made.
3. All fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding United States (federal or state) taxes.
4. For any upgrade or downgrade in plan level, the credit card you provided will automatically be charged the new rate on your next billing cycle.
5. Downgrading your service may cause the loss of the content, features or capacity of your account. SYNDUIT does not accept any liability for such loss.
Cancellation and Termination
1. You are solely responsible for properly canceling your account. A phone request to cancel your account is not considered cancellation.
2. All of your content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is canceled.
3. SYNDUIT, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other SYNDUIT service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your Account. SYNDUIT reserves the right to refuse service to anyone for any reason at any time.
Copyright and Content Ownership
The client will have access to the campaigns in the SYNDUIT DASHBOARD unless certain campaigns have been developed for a specific audience and will continue to have access as long as the client continues to pay the monthly fee If the client cancels they do not have the right to use any of the previous resources that were gained during the time they were a SYNDUIT client. If you continue to use any SYNDUIT resources or campaigns after termination of the services, you agree to pay a fee of five (5x) times the monthly service fee for any month during which such unauthorized use occurs as liquidated damages and not as a penalty.
1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
2. Technical support is only provided to paying account holders and is only available via ticket submission.
3. You understand that SYNDUIT uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, SYNDUIT, or any other SYNDUIT service.
5. 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 SYNDUIT.
6. We may, but have no obligation to, remove content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any SYNDUIT customer, employee, member, or officer will result in immediate account termination.
8. You understand that the technical processing and transmission of the Service, data including your content, 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.
9. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
10. You must not transmit any worms, viruses, malware, Trojan horses or any code of a destructive nature.
11. If your bandwidth usage exceeds 300 MB/month, or significantly exceeds the average bandwidth usage (as determined solely by SYNDUIT) of other SYNDUIT customers, we reserve the right to immediately disable your account or reduce your file hosting until you can reduce your bandwidth consumption.
12. SYNDUIT does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, error-free, or free from downtime (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
13. You expressly understand and agree that SYNDUIT 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 (even if SYNDUIT has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
14. The failure of SYNDUIT 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 SYNDUIT and govern your use of the Service, super ceding any prior agreements between you and SYNDUIT (including, but not limited to, any prior versions of the Terms of Service).
15. Questions about the Terms of Service should be submitted with a ticket
Rights to Work Product
Any expression or result of SYNDUIT's services, such as findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs,
programs, tools, applications, interfaces, enhancements, software (object code only), and other technical information (collectively "Work Product") created by SYNDUIT in the course of performing the services or providing the Software hereunder are the property of SYNDUIT and are licensed to You, without further license fees, pursuant to the license in this Agreement, provided, however, Work Product does not include, and you shall retain title to all Your content. You shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product.
"SYNDUIT Confidential Information" means all confidential and proprietary information of SYNDUIT disclosed to You, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including (i) Software, User Documentation and the services, (ii) SYNDUIT’s business and marketing plans, technology and technical information, product designs and business processes. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to SYNDUIT, (ii) You can demonstrate was known to You prior to its disclosure by SYNDUIT without breach of any obligation owed to SYNDUIT, (iii) You can demonstrate was independently developed by You without breach of any obligation owed to SYNDUIT , or (iv) is received from a third party without breach of any obligation owed to SYNDUIT. You shall not use or disclose any SYNDUIT Confidential Information for any purpose except as authorized by this Agreement or with SYNDUIT's prior written permission. You agree to protect the confidentiality of the SYNDUIT Confidential Information in the same manner that You protect the confidentiality of Your own proprietary and confidential information of like kind, but in no event shall you use less than reasonable care in protecting such SYNDUIT Confidential Information. If You are compelled by law or governmental or legislative order to disclose SYNDUIT Confidential Information You shall provide SYNDUIT with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at SYNDUIT's cost, if SYNDUIT wishes to contest the disclosure. If You disclose or use (or threaten to disclose or use) any SYNDUIT Confidential Information in breach of this Section, SYNDUIT shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by You that any other available remedies are inadequate. Service Provider and You undertake to treat as confidential, and to not reproduce or disclose, other than for the sole purposes of performing the Agreement, the information and documents exchanged between them as well as any disclosures obtained during this Agreement. Both Parties shall also oblige all contracting parties, subcontractors, client or any third party to maintain confidentiality with the same reasonable care standard as its own confidential information. Both Parties acknowledge that any breach of its
obligations with respect to confidential information may cause the other party irreparable injury for which there are inadequate remedies at law, and that the injured party shall be entitled to seek equitable relief in addition to all other remedies available to it. Client shall not disclose to a third party the results of any performance tests conducted on the Service, without the prior written consent of Service Provider. Excluded from the obligation to maintain confidentiality is information that is generally available to the public or whose disclosure is required for legal reasons, or due to a judicial or administrative ruling.
Usage of SYNDUIT Trademarks
Neither the SYNDUIT logo nor the SYNDUIT name or any brand owned by SYNDUIT may be used in any other company name, product name, service name, domain name, website title, publication title, or the like. This includes variations of SYNDUIT including but not limited to SYN-. The SYNDUIT logo must not be incorporated or used in any manner as part of, or in close proximity to another company’s name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks. Non- SYNDUIT materials should not mimic any SYNDUIT advertising, product packaging, or website design.SYNDUIT reserves the right in its sole discretion to terminate or modify permission to display the logo, and may request that third parties modify or delete any use of the logo that, in SYNDUIT’s sole judgment, does not comply with these guidelines, or might otherwise impair SYNDUIT’s rights in the logo. SYNDUIT further reserves the right to object to unfair uses or misuses of its trademarks or other violations of applicable law.
For real, don’t mess with the logo or our trademarked name.
SYNDUIT will be solely responsible for processing every order placed by a customer. Customers who purchase products and services through SYNDUIT will be deemed to be customers of SYNDUIT. Prices and availability of our products and services may vary from time to time. SYNDUIT policies will always determine the price paid by the customer. We reserve the right to reject any order that does not comply with our rules.
No Hire, No Solicit
During the term of this Agreement and for one year after any termination of this Agreement, You will not, without the prior written consent of SYNDUIT, solicit or attempt to solicit, divert or hire away any person employed by SYNDUIT.
SYNDUIT shall not be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government, freight or other embargoes, weather conditions or any failures by SYNDUIT's subcontractors or suppliers.
This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey. You agree that any controversy or claim arising out of or relating in any way to the services or these Terms and Conditions or the breach thereof shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in the United States District Court for the District of New Jersey. The AAA shall appoint a single neutral arbitrator. The place of arbitration shall be within the State of New Jersey. The expenses of witnesses for either side shall be paid by the party producing such witnesses. All other expenses of the arbitration, including required travel and other expenses of the arbitrator, AAA representatives, and any witness and the cost of any proof produced at the direct request of the arbitrator, shall be borne by the party initiating the arbitration. As part of the arbitral award, the arbitrator shall require the losing party to pay the attorneys fees and administrative cost of the prevailing party. The losing party shall be solely responsible for compensating the arbitrator. This paragraph does not limit SYNDUIT’s right to seek injunctive relief in any state or federal court, including those sitting in the State of New Jersey (jurisdictional, venue and inconvenient forum objections to which are hereby waived by both You).