UAB Syno International and / or its subsidiaries (hereinafter “Syno”) provide services and solutions of data collection, processing and reporting, market and public opinion research, costumer’s and consumer’s insights, loyalty and rewards programs, using software, systems, products and applications provided by Syno to you as our client (hereinafter the”Syno Services”). The main (but not limited) Syno Services are: Syno Manager, Syno Panel, Syno Library, Syno Tool, Syno Audience, Syno Rewards, Surveyo24, Syno Answers (Omnibus), Syno Score, etc. All these Syno Services are combined and called as “Syno Cloud”.
Syno provides the Syno Services subject to the following terms and conditions (hereinafter “Syno T&C”).By using Syno Services, you agree to these Syno T&C bellow. Please read Syno T&C carefully. If you do not agree to these Syno T&C bellow, you must not use, access, activate the Syno Services.If you are going to use the Syno Services, it is considered that these Syno T&C is between Syno and you (including your affiliates, subsidiaries, other offices, partners (hereinafter “Client”) etc. if applicable (if they also has a right to use the Syno services)).
The Syno Services are not dedicated for minors. By using / accessing / activating the Syno Services, you confirm that you are legal entity or individual person who is at least 18 (eighteen) years of age and has a right to use the Syno Services, can follow these Syno T&C and has an authority to conclude legal contracts / agreements with Syno.
UAB Syno International and / or its subsidiaries (hereinafter “Syno”) provide services and solutions of data collection, processing and reporting, market and public opinion research, costumer’s and consumer’s insights, loyalty and rewards programs, using software, systems, products and applications provided by Syno to you as our client (hereinafter the”Syno Services”). The main (but not limited) Syno Services are: Syno Manager, Syno Panel, Syno Library, Syno Tool, Syno Audience, Syno Rewards, Surveyo24, Syno Answers (Omnibus), Syno Score, etc. All these Syno Services are combined and called as “Syno Cloud”.
Syno provides the Syno Services subject to the following terms and conditions (hereinafter “Syno T&C”).By using Syno Services, you agree to these Syno T&C bellow. Please read Syno T&C carefully. If you do not agree to these Syno T&C bellow, you must not use, access, activate the Syno Services.If you are going to use the Syno Services, it is considered that these Syno T&C is between Syno and you (including your affiliates, subsidiaries, other offices, partners (hereinafter “Client”) etc. if applicable (if they also has a right to use the Syno services)).
The Syno Services are not dedicated for minors. By using / accessing / activating the Syno Services, you confirm that you are legal entity or individual person who is at least 18 (eighteen) years of age and has a right to use the Syno Services, can follow these Syno T&C and has an authority to conclude legal contracts / agreements with Syno.
"Agreement"
refers to these Syno T&C together with other applicable policies
attached to this Agreement: the Project order confirmation in the
System or other ways.
"Applicable Laws and Codes"
refers all applicable international, national and/or local laws,
rules, regulations, requirements, statutes, codes, decisions and
opinions, including but not limited to the California Consumer
Protection Act (“CCPA”), Regulation (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, and repealing Directive 95/46/EC
(General Data Protection Regulation) (“GDPR”), and ESOMAR (formerly
known as The European Society for Opinion and Market Research) and
keep all requirements of the ICC/ESOMAR Contents International Code
on Market, Opinion and Social Research and Data Analytics.
"Syno"
refers to the Lithuanian entity UAB Syno International reg. no.
302748928 together with its subsidiaries.
"Client"
refers to you, the customer receiving the Services and the System
pursuant to this Agreement.
"Disclosing Party"
refers to the party disclosing Confidential Information.
"Fee" or "Fees"
refers to the fees for the Services provided under this Agreement.
Standard Fees are defined here in
https://docs.google.com/document/
"Personal Data"
(sometimes referred to as Personally Identifiable Information or PII
or Personal Information) refers to any information relating to an
identified or identifiable natural person (i.e., a private
individual as opposed to a corporate or other comparable entity). An
identifiable person is someone who can be identified directly or
indirectly, in particular by reference to an identification number
or the person’s physical, physiological, mental, economic, cultural
or social characteristics.
"Project"
refers to a project specified in the project order confirmation in
the System.
"Receiving Party"
refers to the party receiving Confidential Information.
"Services"
refers to products or services (Syno Manager, Syno Tool, Syno
Library, Syno Rewards, Surveyo24, etc. All these products combined
are called “Syno system”) ordered by a Client under this Agreement
and made available by Syno”.
"System"
refers to any inventions, discoveries, innovations, documents,
materials, software (including source code) or information related
to methods, tools, designs, techniques, know-how or analysis used in
Syno’s business as well as the concepts, inventions, suggestions,
creative ideas, plans, drawings, blueprints, computer software
designs, models or systems, prototypes, sampling methods, research
designs, questionnaire forms (unless provided by the Client),
methods of process or questioning, systems of analysis, tabulating
cards, computer tapes, discs and any other data record formats,
computer programs, information and materials, whether or not
patentable or copyrightable, used by Syno in connection with this
Agreement.
1. Interpretation. Section headings used in this Agreement are for convenience only and have no legal effect. As used herein, the term “including” means “including without limitation”.
2. Syno will provide Services pursuant to the terms of this Agreement.
3. Order of Services. By this Agreement the Parties confirm that they intend to use the Services which are selected in any form as indicated: A Project and Services can be ordered by the Client via: (i) the Syno Manager; (ii) via e-mail (e-mail sender from the Company side should be with an e-mail address which consists of “@synoint.com”, e-mail sender from Client side should be authorized to send such a request and be approved by the representative of the Client). In such cases, the Client must send requests for additional Services and a sender from the Company side must agree to provide other Services to the Client. The Company (if it is required by Client`s selected Services) undertakes to grant to the Client the right and license to use relevant Systems for agreed Services; (iii) ordered by marking respective Services applications in the Syno Cloud Client account. Client warrants that a representative from Client’s side having Client Account Manager status is fully authorized to order respective/selected Services on Client’s behalf; or (iv) telephone to Client’s Syno contact.
4. Applicability of the Agreement. This Agreement is applicable to the delivery of the Services listed herein unless terminated in accordance with this Agreement.
5. Subject to this Agreement, Syno shall make commercially reasonable efforts to provide agreed and relevant Services using all necessary skills, knowledge and facilities. Also, Syno shall ensure that Services shall be conducted with the same level and degree of skill ordinarily exercised by members of its profession operating in a similar locality, at a similar time and under similar conditions and circumstances. Furthermore, Syno shall ensure that Services will be performed and finished at agreed time.
6. Client activating / accessing / using Services must fulfill the following additional obligations bellow:
7. By Agreement Client confirms that he intends to use the Services.
8. Client shall pay all fees charged by Syno for each of the Services. Depending on Services which Client agree to use, Client may use the following methods of payments:
9. All payments shall be quoted in Euro (Eur) and include all mandatory elements provided under applicable law.
10. All Fees shall be invoiced monthly at the end of the month. With the exception of periods when the Services were not provided due to any reason, payments shall in no case be refundable, and any service credits, for instance due to service unavailability, shall be applied against the invoice issued at the end of each month in question. In case of late payment by the Client Syno shall have the right to claim the delay penalty on any fees not paid at a rate of 0.05 % from the outstanding amount for each day of delay from the first day of delay until the day on which the Client performs payment in full.
11. Client is informed that Services are taxed. All Fees are exclusive of VAT or other similar tax and Client shall pay all applicable taxes, including, without limitation, value-added, use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, on purchase and/or use of Services, whether charged to Client or to Syno, immediately when due. Client shall pay all applicable third-party fees, including, without limitation, telephone toll charges, mobile carrier fees, internet service provider charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees. Syno is not responsible for the above-described taxes and third-party fees.
12. Client may not withhold any amounts for the above-described taxes and third-party fees. If any invoice is not paid when due, Syno may suspend provision of Services and/or deliverables without any liability or penalty until final resolution of the matter.
13. Detailed information about aspects of Syno privacy and Syno privacy practices is announced on Privacy Policy (https://www.synoint.com/privacy-policy/). This Privacy Policy is as a part of this Agreement and by it it is considered that Client has read this Privacy Policy and by using Services Client explicitly confirms it.
14. Information related to data processing using Services is described in Data Processing Terms on https://www.synoint.com/data-processing-terms/. These Data Processing Terms are part of this Agreement, and it is considered that Client has read and agreed Data Processing Terms and by using Services Client explicitly confirms it.
15. The Client is hereby informed and acknowledge that to the extent personal data, related to Services, is processed by Syno in the provision of Services, Syno only process such personal data, as a processor, acting on behalf of Client, who is the controller of, and responsible for, the processing of the personal data.
16. Client undertakes to implement measures regarding the security, integrity and confidentiality of all Personal Data and will not permit any unauthorized access to, or use, disclosure, publication or dissemination of, Personal Data. Furthermore, Client shall ensure that those persons authorised by Client to handle Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Client agrees to use the same degree of care and scrutiny as Client uses to protect and secure its own Client information or other similar information, but in no event will Client use less than a commercially reasonable degree of care. These measures and procedures must reflect industry best standards and practices. Client must update its measures and procedures as necessary to remain compliant with industry best standards and practices and Applicable Laws and Codes.
17. Client undertakes to report any Personal Data breaches to Syno pertaining to the Personal Data that may be processed by Client without undue delay.
18. In the event that Client engages third parties in connection with its processing of Personal Data under this Agreement, Client undertakes to ensure, by entering into a written agreement, that each such sub-processor comply with terms and conditions equivalent to this Section.
19. Client warrants and covenants to Syno that Client will enforce its employees and/or agents to abide by and comply with all Applicable Laws and Codes, in connection with Client’s collection, storage, maintenance, processing, use and/or disclosure of Personal Data. Client further warrants that the Client’s use of the System, and Client’s processing of Personal Data as agreed under the Agreement, will not breach any laws or regulations. The Client shall indemnify and hold Syno harmless for any breach of this Section.
20. Client acknowledges and agrees that it has enacted, or will enact, without undue delay following the execution of the Agreement, commercially reasonable privacy and data security policies. The Client agrees that within 3 (three) business days following a written request from Syno, the Client will provide Syno with copies of any and/or all such policies and a certification that such policies have been properly enacted and implanted into the Client’s business practices and procedures. The failure of Syno to request copies of any and/or all such policies shall not excuse or relieve the Client of its obligations hereunder. These policies must reflect industry best standards and practices. The Client must update its policies as necessary to remain compliant with industry best standards and practices and Applicable Laws and Codes.
21. The Client shall defend, fully indemnify and hold Syno harmless from any costs, expenses, damages and/or losses, including third party claims, resulting from the Client’s unlawful processing of Personal Data.
22. CCPA. Notwithstanding any other sections in the Agreement, where personal data subject to the CCPA is collected, processed or transferred, the following shall apply:
a. Each Party represents, warrants, and covenants that it shall at all times: (1) maintain reasonable security measures; (2) limit access to personal data to employees and approved subcontractors who are authorized to access personal data, and ensure that all such employees and subcontractors are comprehensively trained in the care and handling of personal data; and (3) treat personal data with strict confidence and take all reasonable steps to ensure that its employees and other agents who will process personal data are aware of and comply with this Agreement and are under duties of confidentiality and security with respect to personal data no less restrictive than those set forth herein.
b. Without limiting the foregoing, each party represents, warrants, and covenants that it is and shall at all times remain in compliance with CCPA. Without limiting the foregoing, if a party is collecting personal data, that party shall provide consumers in California with a CCPA-compliant notice which includes: (1) a list of the categories of personal data about consumers in California to be collected; (2) for each category of personal data, the business or commercial purpose(s) for which it will be used; (3) the link titled “Do Not Sell My Personal Information” or “Do Not Sell My Info” required by CCPA, or in the case of offline notices, the web address for the web page to which it links; and (4) a link to that Party’s privacy policy, or in the case of offline notices, the web address of that party’s privacy policy. The parties shall not collect categories of personal data and shall not use a consumer’s personal data for any purpose, other than those disclosed in the notice at collection.
c. The Parties will record and retain, for a minimum of two (2) years after the expiration or termination of any Agreement, records of any notice to, and consent or request from, individuals regarding the collection, disclosure, retention and use of personal data that is exclusive to the services of such Agreement. Upon the other party’s request, each party shall make all records, appropriate personnel, and/or any location from which personal data can be accessed available for inspection to demonstrate compliance hereunder, provided that such inspection shall be carried out with reasonable notice during regular business hours and under a duty of confidentiality.
d. Unless the Client instructs Syno to the contrary, Syno will respond to inquiries from consumers in California that are panel members or non-panel members regarding their rights under the CCPA.
e. Each Party will refrain from notifying or responding to any government or regulatory agency, or other third party, for or on behalf of the other Party absent written consent to such notification/response, except as otherwise required by CCPA.
f. Each Party acknowledges and agrees that if the other party receives a request from a government or regulatory agency, it may share the terms of any Agreement, or this Agreement and other information provided by the other party to demonstrate compliance with the Agreement or CCPA.
g. Each party shall promptly give written notice to and shall fully cooperate with the other Party: (1) regarding any complaint, inquiry, or request from a government or regulatory agency regarding personal data received from the other party, unless such notice is prohibited by law; (2) if for any reason (a) it cannot comply, or has not complied, with any portion of this Agreement; (b) it has breached or may be in breach of CCPA; or (c) CCPA no longer allows the lawful transfer of personal data between the parties (in such cases, each party will take reasonable and appropriate steps to remedy any noncompliance, or cease further processing of personal data, and acknowledges and agrees that the other party may immediately terminate any Agreement or access to personal data, or take any other reasonable action).
h. In the event of any unauthorized or accidental access to, use or disclosure of personal data, the party suffering such breach or unauthorized access shall: (1) notify the other party immediately without undue delay; (2) take all necessary and appropriate corrective actions, at its expense, to remedy the causes and consequences of the problem.
23. Subject to the agreement or access of Syno panel services and the consent of panel members and non-panel members, the Client may access or collect certain personal data about panel members or non-panel members. This transfer or collection of Personal Data will require an addendum agreement between Syno and the Client. Subject to the agreement or access of Syno panel services and the consent of panel members and non-panel members, the Client may collect and process limited identifiable personal data for survey recruitment or other approved purposes, provided that an addendum agreement for the collection of Personal Data for such purposes has been entered into between Syno and the Client. The Client acknowledges and accepts that the Parties may enter into such agreement through an online process and that the individual accepting the terms of such agreement shall be considered as having legal authority to conclude the agreement on behalf of the Client.
24. The Client agrees that it will protect the security, integrity and confidentiality of all Personal Data that may be related to or resulting from a survey. The Client covenants and warrants that it will not use such Personal Data for any other purposes than for purposes pursuant to this Agreement, as instructed by Syno in writing or as required by Applicable Laws and Codes.
25. All other uses of Personal Data shall be addressed under a separate agreement between the Client and Syno.
26. Subject to this Agreement, Syno grants to the Client license to activate, access and use the Services (hereinafter “Syno License”). This Syno License for the Services is limited, revocable, non-exclusive, non-assignable, non-sublicensable, and non-transferable personal and non-commercial license. The Client cannot resale or distribute Syno License and Services, in whole or in part, by any means. The Syno License is limited to a single authorized account to activate, access and use the Services, unless agreed otherwise with Syno and evidence of such consent / agreement is retained. Syno License does not include: any downloading, copying, or other use of account information for the benefit of any third party; any collection and use of any descriptions, prices, offers, ideas, trademarks, contents, etc. The Client may not and may not permit third parties to reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit for any commercial purpose Services and absolutely not to reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Services; modify, translate, adapt, alter, or create derivative works from the Services; copy (including back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Services; distribute, sublicense, rent, lease, loan, or grant access to or use of, the Services to any third party.
27. Parties shall comply with all Applicable Laws and Codes.
28. According to this Agreement, the Client agrees that from time to time, at Syno`s sole discretion, it shall be required for proper provision of Services to download and install updates, which may take the form of bug fixes, patches, additional features, or new versions of Services. The Client shall allow Services to download and install such updates. If the Client fails to allow the Services to download and install such updates, the Services may not function as intended and / or not function at all. Syno reserves the right to choose, in sole discretion, to not provide support for the Services until all updates have been downloaded and installed. The Client agrees that Syno has no obligation to make any updates available to the Client.
29. Syno may update the Fees indicated in the pricing list by informing the Client at least 30 (thirty) days in advance. In case the Client does not agree on the pricing update Client may terminate Services by a written notice, termination date being the date when the pricing update comes into effect.
30. Syno respects the intellectual property of others. All Intellectual proprietary (property) of rights relating to Services shall remain the sole property of and proprietary to the Syno. Nothing in this Agreement shall alter these rights and no title to or ownership of the Services are transferred. Syno does not grant to the Client any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Services. The Client agrees and acknowledges that in providing the Services, Syno utilizes (i) the name, logo, and domain name of the product names associated with the Services and other trademarks, (ii) certain audio and visual information, documents, software and other works of authorship, and (iii) other technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information that is protected by intellectual property rights owned or licensed by Syno. The Client undertakes an obligation not to make any attempt to obtain the source code or in any other way whatsoever create or permit others to attempt to create, by reverse compiling or disassembling or otherwise, any part of the Services. All content included in or made available through any Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Syno and protected by international copyright laws. The compilation of all content included in or made available through any Services is the exclusive property of Syno and protected by international copyright laws.
31. The main list of registered trademarks which belong to Syno is published on https://www.synoint.com/brandbook/. All intellectual property rights of Syno trademarks (including, without limitation, all material, trade names, concepts, text, designs, graphics, drawings, etc.) is Syno. Syno’s trademarks and any part of trademarks may not be used in connection with any product or service that is not Syno’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Syno. Before using any of Syno`s trademarks, the Client must receive written permission from the Syno as trademark owner. The main conditions related with Syno trademarks are on https://www.synoint.com/terms-of-using-trademarks/. By using Syno Services the Client explicitly confirms that he agrees to comply with requirements related to Syno trademarks.
32. Confidential information. All information provided by a party to the other party in relation to this Agreement shall only be used for the purposes set forth herein. Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees, agents or subcontractors where such disclosure is required for the performance of the party’s obligations under this Agreement or required to be disclosed by legal requirements. The obligations of confidentiality under this clause shall survive five (5) years after termination of this Agreement. Confidential information does not include information that (i) becomes generally available in the public domain, except as a result of a breach or violation of this Agreement by the Disclosing Party; (ii) is in the possession of the Receiving Party prior to disclosure by the Disclosing Party, provided that the Receiving Party did not receive the information from a third party bound by any confidentiality obligation to the Disclosing Party; and/or (iii) is developed or created by the Receiving Party independently from the Confidential Information disclosed by the Disclosing Party.
33. The Receiving Party agrees that the Confidential Information will be used exclusively in connection with performance under or compliance with this Agreement and that it will not disclose Confidential Information to any third parties without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its employees and/or agents on a “need-to-know” basis in connection with performance under, or compliance with, this Agreement; provided that the Receiving Party informs such employees and/or agents of the confidentiality obligations contained herein. The Receiving Party will be liable for any breach or violation of this Agreement by its employees and agents.
34. A party may disclose Confidential Information pursuant to statutory or governmental regulations or requirements and/or subpoenas or other legal claims, however, the Receiving Party shall in such case provide the Disclosing Party with prior written notice, as permitted by applicable law; and cooperate with the Disclosing Party in any attempt to seek a protective order or otherwise to limit or restrict disclosure of the Confidential Information and/or to seek confidential treatment of the Confidential Information. In the event that the Disclosing Party is unable to obtain a protective order or otherwise to limit or restrict disclosure of the Confidential Information, the Receiving Party is permitted to disclose the Disclosing Party’s Confidential Information, but only to the extent required by law.35. Upon termination or expiration of this Agreement, and upon request from the Disclosing Party, the Receiving Party will return or delete and destroy all Confidential Information, including but not limited to all copies, in whatever form, format or media, and will certify in writing to the Disclosing Party that the Confidential Information has been returned or deleted and destroyed, as the case may be, and that no copies has been retained.
36. The Parties acknowledge and agree that the Receiving Party is not granted and will not receive any right, title, and interest in and/or to any of the Disclosing Party’s Confidential Information and no such right; title or interest will be inferred or implied.
37. The parties acknowledge and agree that in the event of a breach of this Section, the non-breaching party will suffer irreparable injury and damage, without an adequate remedy at law. Accordingly, the parties agree that in the event of a breach of this Section, the non-breaching party will be entitled, in addition to any and all other rights and remedies at law and/or in equity, to specific performance and injunctive relief (both temporary and permanent) without the posting of a bond and without objection from the party in breach of this Section.
38. For surveys: unless survey information is the property or provided by Syno, the questionnaire, related content and data or any portions thereof (other than as it relates to individual participants), will be the property of Client; unless survey data is the property of or provided by Syno, the survey data collected will be the property of Client
39. Notwithstanding anything to the contrary contained herein, the Techniques used by Syno in connection with this Agreement, will not be considered work product or works made for hire, and will at all times remain the exclusive property of Syno; provided, however, that any such Techniques are not created solely and exclusively from Syno’s use of the Client’s Confidential Information. Syno hereby grants to the Client a non-exclusive right and license to use, and, in connection with such use, to copy and distribute within the Client’s organization, any Techniques as included in a Project deliverable produced for the Client by Syno under this Agreement as described in the applicable proposal: the Client may not reverse engineer, the Techniques in any manner or reuse the Techniques in any manner outside of such Project deliverable. The Client will be solely responsible for acquiring, and complying with the terms of, any license to third party software required for Client’s use of the Techniques.
40. THE SYNO SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE AVAILABLE”, AND “AS AVAILABLE” BASIS. USE OF THE SYNO SERVICES IS AT THE CLIENT OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYNO SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CLIENT FROM SYNO OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SYNO, ITS PROCESSORS, ITS SERVICE PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT: THAT THE CONTENT OF THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET CLIENT REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT CLIENTS OWN RISK AND THE CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE CLIENT’S PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. SYNO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SYNO SERVICES OR THIRD-PARTY LINKS, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SYNO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN THE CLIENT AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. IN ORDER FOR OUR SERVICES TO OPERATE FOR THE CLIENT, CLIENT MUST HAVE AT ALL TIMES AN ACTIVE AND STABLE CONNECTION TO THE INTERNET. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNO, ITS PROCESSORS, SUPPLIERS OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL SYNO BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNO AND ITS PROCESSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE CLIENT ACCESS TO OR USE OF THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (d) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (f) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT SHARING THROUGH THE SERVICES; AND/OR (g) USER CONTENT OR DEFAMATORY, OFFENSIVE, OR ILLEL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SYNO, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO THE CLIENT FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLITIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY SYNO IN CONNECTION WITH THE CLIENTS USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
41. The Client agrees to indemnify Syno and its officers, agents, employees and subcontractors against all claims against them for damages caused by (i) the manufacture, distribution, sale or use of any products or services supplied by the Client or its agents for the purpose of any Project contemplated by this Agreement and from all costs and expenses (including reasonable attorney’s fees) and lawsuits which may be brought against Syno, its officers, agents, employees, and subcontractors on account of such damages; (ii) negligence or willful acts or omissions on the part of the Client, its officers, agents, employees and subcontractors; and (iii) the breach by the Client of any of its representations, warranties, covenants or obligations under this Agreement, except to the extent any such claim arises from or is caused by Syno’s negligence or willful acts or omissions.
42. Indemnification by Client for International, National and Local Law and Regulation. The Client agrees to hold Syno harmless and will be solely liable for any data collection practices that do not comply with Applicable Laws and Codes.
43. Client warrants that its use of the System or a Service will always be compliant with Applicable Laws and Codes and will not infringe any third party’s intellectual property rights, including but not limited to trademarks, trade secrets, rights in designs, copyrights, database rights, rights in know-how and all rights or forms of protection of a similar nature having equivalent or similar effect to any of these which may subsist anywhere in the world. In case of an infringement, or if Syno considers that an infringement is likely, Syno may at its own choice and discretion (i) suspend the access and use of the System or the Service; or (ii) terminate the Agreement with immediate effect. The Client shall defend, fully indemnify and hold Syno harmless from any costs, expenses, damages and/or losses resulting from a third party claiming that Client’s use of the System or a Service infringes such third party’s intellectual property rights.
44. In the event that Syno or any of its employees, agents or subcontractors is served with or becomes subject to any subpoena, order or other legal process in a legal proceeding to which Syno is not a party seeking disclosure of any materials or information related to the goods, Services, information or deliverables that Syno renders or delivers to Client hereunder, then Client will bear and/or reimburse Syno for all costs and expenses, including but not limited to, reasonable attorney’s fees and costs, related to Syno’s response, compliance with or resistance thereto, except to the extent directly caused by the gross negligence, willful misconduct or breach of this Agreement by Syno.
45. Except as otherwise provided in this Agreement, Syno may terminate Syno License and block, restrict, suspend, or revoke the Clients access to and/or use of the Services, for any reason or no reason, at any time, without notice to the Client.
46. Syno may also terminate this Agreement and block, restrict, suspend, or revoke Clients access to and/or use of the Services if the Client: (i) breaches this Agreement; (ii) poses an unacceptable fraud risk to Syno; (iii) provides any false, incomplete, inaccurate, or misleading information to Syno; or (iv) otherwise engages in fraudulent, illegal, or improper conduct; (v) if the Client becomes bankrupt or makes any composition or arrangement with its creditors or has a winding up order made, or resolution for voluntary winding up passed or a receiver or manager or administrator of its business or undertaking is duly appointed or possession is taken by or on behalf of any creditor of any property the subject of a charge; (vi) if the Client delays to pay invoices more than 30 (thirty) days. In these cases, Syno shall not be liable to the Client for compensation, reimbursement, or damages of any kind in connection with any termination or suspension of Clients access to and/or use of the Services. Syno shall not be obligated to continue providing access to any Syno Service beyond the date when Syno ceases providing such Service to users generally.
47. If Syno License is terminated or expires for any reason, the Client agrees, except as required otherwise by Applicable Law: (i) to immediately stop accessing and/or using the Services; (ii) that Syno reserves the right (but have no obligation) to delete all of Clients content stored on Syno servers; and (iii) that Syno shall not be liable to the Client or any third party for termination of Clients access to and/or Clients use of the Services and/or deletion of Clients content.
48. The Client may terminate Services by notifying Syno by email 30 (thirty) days in advance info@synoint.com. Except as otherwise provided in this Agreement, pre-paid fees are not refundable upon any termination or expiration of Services.
49. Syno reserves the right to suspend the Client's account if Syno reasonably suspects unlawful or unethical activity or finds that is so necessary to protect Syno’s interests.
50. This Agreement and all matters regarding use of Services shall be governed by, construed in accordance with, and enforced under the laws of the Republic of Lithuania. Any dispute, controversy, disagreement or claim arising out of or in connection with this Agreement, as well as issues of the violation, termination or validity / invalidity hereof at first shall be settled by mutual negotiations. If the negotiations fail to mutually settle within 30 (thirty) calendar days starting from the receipt of one Party's request by the other party, such cases shall be settled in the competent court of the Republic of Lithuania following the procedures established by the laws of the Republic of Lithuania. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect. Nothing in the Agreement will affect the right of Syno to serve legal process in any other manner permitted by law or limit the right of Syno to bring any action or proceeding against the Client in the courts of other jurisdictions.
51. This Agreement is prepared and written in English. To the extent that any translated version conflicts with the English version, the English version shall prevail, except where prohibited by applicable law.
52. Amendments, changes, revisions or discharges of this Agreement, in whole or in part by Syno, shall have an effect if 14 (fourteen) days advance notice in writing has been submitted to the Client and the Client did not present written objections to indicated changes during specified term.
53. Marketing. If the Client provides written permission, Syno shall have the right to use Client’s name in any and all marketing materials, and for purposes of public relations, as a partner using Services. All marketing done solely by the Syno will be at its own expense.
54. Force majeure. Except as otherwise provided in this Agreement, each Party will be excused for failures and delays in performance caused by war, civil war, riots or insurrections, laws, proclamations, ordinances or regulations of any federal, state or local government; or strikes, floods, fires, explosions or other circumstance beyond the reasonable control and without the fault of such Party. Any Party claiming any such excuse for delay or nonperformance will give property notice thereof to the other Party.
55. Syno is and shall remain an independent contractor. Nothing in this Agreement will be construed to place the parties in the relationship of employer-employee, joint ventures, or principal and agent. Neither Party will have the power to bind or obligate the other Party nor will either Party hold itself out as having such authority. The Agreement will be binding upon the parties, their successors, permitted assigns and transferees.
56. Waiver. The failure of either Party to take action as a result of a breach of this Agreement or any other failure to perform by the other Party will constitute neither a waiver of the particular breach involved nor a waiver of either Party’s right to enforce any or all provisions of this Agreement through any remedy granted by law or this Agreement.
57. Illegal special cases. Syno reserves the right to inform and notify law enforcement authorities if Syno has found signs / marks of criminal acts which are related to race-hatred, pornography, sexual offenses, discrimination and etc. Also, Syno has the right to inform and notify the law enforcement authorities about other illegal activities using Services.
58. Subcontracting. Syno may, upon notice to Client, subcontract one or more portions of the execution of any Service to affiliated companies or third parties. Syno will use its best commercial efforts to ensure that the quality of work, Services and goods supplied by any subcontractor are substantially equal to quality Syno would normally provide and will otherwise conform to the provisions of this Agreement. Syno will be responsible for all work undertaken by a subcontractor.
59. The Client may contact Syno DPO (questions related to the processing of personal data, the protection of personal data, or other matters related to personal data) email: data.protection@synoint.com. If the Client would like to contact about use of the trademark(s) email: info@synoint.com. If the Client would like to contact getting support email: membersupport@synoint.com.
60. If the Client would like to contact by post, Syno main office address is: UAB Syno International, Vilniaus str. 35, Vilnius, 01119, the Republic of Lithuania. The client may also contact Syno subsidiaries, whose addresses and contacts are announced on https://www.synoint.com/contact/.
61. Syno may provide notice under this Agreement to the Client by email, postal mail, postings within the Syno Services, or other legally permissible means. The Client may provide notice to Syno under this Agreement by email, postal mail (at our corporate address), or other legally permissible means.
62. This Agreement constitutes the full and complete understanding of the Parties hereto with respect to the subject matter described in the project confirmation in the System and supersedes all prior and contemporaneous written or oral agreements concerning the same. In the event of any conflict or inconsistency between this Agreement and any proposal, exhibit, attachment or acceptance relating to any Project or proposal, this Agreement will take precedence.
This Agreement is also made up of attached policies that are considered an internal part of this Agreement:
The Client has read, understood and agrees to the Syno’s Terms and Conditions. The Client agrees to the Fees presented in this Agreement for a Project based on the Project specifications. The Client explicitly confirms and agrees that by using Services under this Agreement he has read and confirmed annexed policies and applicable documentation indicated in clause 61.