Synclogue

SYNCLOGUE TERMS OF USE

1. Your Acceptance

A. By using or visiting the Synclogue website or any Synclogue products, software, data feeds, and services provided to you on, from, or through the Synclogue website (collectively the "Service") you signify your agreement to (1) these terms and conditions (the "Terms of Use"), and (2) Synclogue's Privacy Policy, found at https://www.synclogue.com/contents/privacy and incorporated herein by reference. If you do not agree to any of these Terms of Use or the Synclogue Privacy Policy, please do not use the Service.

B. The provider of the Service is Synclogue International Inc. (“Synclogue”), a Delaware corporation, located at 1202 Kifer Rd., Sunnyvale, California 94086, United States.

C. Although we may attempt to notify you when major changes are made to these Terms of Use, you should periodically review the most up-to-date version: https://www.synclogue.com/contents/terms. Synclogue may, in its sole discretion, modify or revise these Terms of Use and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

D. You consent to receiving electronic communications from Synclogue. These communications may include notices about your account and information concerning or related to the Service and your use thereof. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

2. Ability to Accept Terms of Use

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service.

3. Service

A. The Service includes all products, software and services offered via the Synclogue website.

B. These Terms of Use apply to all users of the Service.

C. The Service may contain links to third party websites that are not owned or controlled by Synclogue. Synclogue has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Synclogue will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Synclogue from any and all liability arising from your use of any third-party website.

D. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

4. Synclogue Account

A. In order to access the Service, you will have to create a Synclogue account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Synclogue immediately of any breach of security or unauthorized use of your account.

B. Although Synclogue will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Synclogue or others due to such unauthorized use.

C. Synclogue reserves the right to take steps Synclogue believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that Synclogue may, without liability to you, access, use, preserve and/or disclose your account information and content to law enforcement authorities, government officials, and/or a third party, as Synclogue believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to (a) comply with legal process or request; (b) enforce these Terms of Use, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Synclogue, its users, a third party, or the public as required or permitted by law.

5. General Use of the Service—Permissions and Restrictions

Synclogue hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:

A. You agree not to distribute in any medium any part of the Service without Synclogue's prior written authorization, unless Synclogue makes available the means for such distribution through functionality offered by the Service.

B. You agree not to alter or modify any part of the Service.

C. You agree not to use the Service for any of the following commercial uses unless you obtain Synclogue's prior written approval:

  • ・ the sale of access to the Service; or
  • ・ the sale of advertising, sponsorships, or promotions placed on or within the Service.

D. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes.

E. You agree not to engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement.

F. You agree not to upload or store any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware.

G. You agree not to interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon).

H. In your use of the Service, you will comply with all applicable laws.

I. Synclogue reserves the right to discontinue any aspect of the Service at any time.

6. Software

A. You acknowledge and agree that Synclogue and/or its licensors own all legal right, title and interest in and to the Service, including but not limited to graphics, user interface, the scripts and software used to implement the Service, and any software provided to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with these Terms of Use.

B. Synclogue grants you a personal, non-exclusive, non-transferable, limited license to use the Software as provided to you by Synclogue as a part of the Service and in accordance with these Terms of Us; provided that you do not (and do not permit anyone else to) copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Software, and you shall not exploit the Service in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF USE, IS STRICTLY PROHIBITED AND INFRINGEMENTS ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

C. Use of the Service and Software, including submitting, copying or uploading data, software or other content via the Service, may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software or Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software or Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You further agree not to upload to your account any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of these Terms of Use.

D. As part of the Service, you may from time to time receive updates to the Software from Synclogue which may be automatically downloaded and installed to your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. You agree that Synclogue may automatically deliver such updates to you as part of the Service and you shall receive and install them as required.

7. Your Content and Conduct

A. As a Synclogue account holder you may submit Content to the Service. “Content” includes the applications, text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you submit, copy, upload, access or otherwise us on the Service. You understand that Synclogue does not guarantee any confidentiality with respect to any Content you submit.

B. You shall be solely responsible for your own Content and the consequences of submitting, copying, uploading, accessing and otherwise using your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to submit, copy, upload, access and otherwise use the Content you submit, copy, upload, access or otherwise use on the Service; and you license to Synclogue all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for copying and use on the Service pursuant to these Terms of Service.

C. For clarity, as between you and Synclogue, you retain all of your ownership rights in your Content. However, by submitting, copying or uploading Content on the Service, you hereby grant Synclogue a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Synclogue's (and its successors' and affiliates') business. The above licenses granted by you in the Content you submit, copy or upload on the Service terminate within a commercially reasonable time after you remove or delete such Content from the Service. You understand and agree, however, that Synclogue may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.

D. You further agree that the Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Synclogue all of the license rights granted herein.

E. Synclogue does not endorse any Content submitted, copied or uploaded on the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Synclogue expressly disclaims any and all liability in connection with the Content. Synclogue does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Synclogue will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Synclogue reserves the right to remove Content without prior notice.

8. Account Suspension and Termination

A. Synclogue will terminate a user's access to the Service if, under appropriate circumstances, the user is determined to be a repeat copyright infringer.

B. Synclogue reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement. Synclogue may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's account for submitting such material in violation of these Terms of Service.

C. Further, Synclogue may at any time, without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service, for any of the following reasons: (a) a request by you to cancel or terminate your account; (b) a request and/or order from law enforcement, a judicial body, or other government agency; (c) where provision of the Service to you is or may become unlawful; (d) unexpected technical or security issues or problems; (e) your participation in fraudulent or illegal activities; or (f) failure to pay any fees owed by you in relation to the Service. Any such termination or suspension shall be made by Synclogue in its sole discretion and Synclogue will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

D. In addition, Synclogue may terminate your account upon prior notice via e-mail to the address associated with your account if (a) your account has been inactive for one (1) year; or (b) there is a general discontinuance or material modification to the Service or any part thereof. Any such termination or suspension shall be made by Synclogue in its sole discretion and Synclogue will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service, though it will refund pro rata any pre-paid fees or amounts.

E. Upon termination of your account you will lose all access to the Service and any portions thereof, including, but not limited to, your account and Content. In addition, after a period of time, Synclogue will delete information and data stored in or as a part of your account(s).

9. Digital Millennium Copyright Act

A. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent (as specified below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • ・ A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • ・ Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • ・ Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • ・ Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • ・ A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • ・ A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Synclogue's designated Copyright Agent to receive notifications of claimed infringement is Goro Kosaka, 1202 Kifer Rd., Sunnyvale, California 94086, United States, E-mail: support@synclogue-intl.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Synclogue customer service through https://www.synclogue.com/contactus. You acknowledge that if you fail to comply with all of the requirements of this Section 7(A), your DMCA notice may not be valid.

B. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such Content, you may send a counter-notice containing the following information to the Copyright Agent:

  • ・ Your physical or electronic signature;
  • ・ Identification of the Content that has been removed or to which access has been disabled;
  • ・ A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
  • ・ Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Synclogue may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Synclogue's sole discretion.

10. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SYNCLOGUE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF. SYNCLOGUE PROVIDES THE SERVICE “AS IS”. SYNCLOGUE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT VIA THE SERVICE.

11. Limitation of Liability

A. IN NO EVENT SHALL SYNCLOGUE, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ITS SUPPLIERS OR DISTRIBUTORS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, AND/OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SYNCLOGUE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

B. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SYNCLOGUE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS OF USE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID TO SYNCLOGUE TO USE THE SERVICE.

C. The Service is controlled and offered by Synclogue from its facilities in the United States of America. Synclogue makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

12. Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Synclogue, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Service.

13. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Synclogue without restriction.

14. General

A. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Synclogue, either specific or general, in jurisdictions other than California. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Synclogue that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California.

B. These Terms of Use, together with the Privacy Notice at https://www.synclogue.com/contents/privacy and any other legal notices published by Synclogue on the Service, shall constitute the entire agreement between you and Synclogue concerning the Service.

C. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

D. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Synclogue's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

E. Synclogue reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.

F. YOU AND SYNCLOGUE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.