If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms, you must not accept this agreement and you may not use these services.
Please read the dispute resolution provision below, as it requires you to arbitrate certain disputes and claims with Syndeo and limits the manner in which you can seek relief from us.
The Services are not intended for the use of children under 18 and no such person is authorized to use them. By using the Services, you are representing that you are at least 18 years old. You also represent, by accessing or using the Services, that you are of legal age to enter into legal agreements.
Syndeo reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes. The date of the last update of the Terms is indicated at the top of these Terms.
A. Privacy and Data Security
Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to Syndeo and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights.
Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.
C. User Submissions, Feedback and Information
You acknowledge and agree that any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, “Submissions”) is non-confidential and non- proprietary, shall be treated as public information, may be shared with others on other sites and platforms and is submitted by you in compliance with these Terms. Submissions that constitute feedback, comments or suggestions will be the sole and exclusive property of Syndeo and you hereby irrevocably assign to us all of your right, title and interest in and to all such Submissions, and Syndeo shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Submissions in any manner it chooses. With respect to all other Submissions, you hereby grant Syndeo an irrevocable, worldwide and perpetual license to use such Submissions as contemplated in these Terms.
Your provision of a Submission constitutes a warranty and indemnity that you have sufficient license and/or other rights in the content to allow all desired use by Syndeo.
D. Your Use of the Services
In connection with your use of the Services, you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court;
- infringe, misappropriate or violate Syndeo’s or any third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
- interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- “scrape,” “crawl” or “spider” any web pages or other services contained in the Services;
- display, mirror or frame the Services, or any individual element within the Services, Syndeo’s name, any Syndeo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
- access, tamper with, or use non-public areas of the Services, Syndeo’s computer systems, or the technical delivery systems of Syndeo’s providers;
- attempt to probe, scan, or test the vulnerability of any system or network supporting the Services or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Syndeo or any of our providers or any other third party (including another user) to protect the Services or any of the content on the Services;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
Any conduct by a user that in our discretion restricts or inhibits any other user from using or enjoying the services is expressly prohibited.
Syndeo reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
E. Copyright Policy
We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes on another’s intellectual property rights. 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 with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- description of the copyrighted work that you claim has been infringed;
- description of the material that you claim is infringing and where it is located on the Services;
- identification of the URL or other specific location on the Services where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at email@example.com or by mail at Copyright Agent, c/o Syndeo Legal Department, 3504 N. Great Plains Dr. Ste. 200 Wichita, KS 67220.
Upon receipt of such notice, we will investigate and remove material if necessary. You will be notified of the results of such investigation.
F. Links to Other Sites
The Services may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Syndeo’s control, and Syndeo is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.
You agree to indemnify and hold Syndeo its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the "Syndeo Parties"), harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against the Syndeo Parties by any third party due to or arising out of or in connection with (1) your access to or use of the Services; (2) your violation of these Terms or any applicable law, rule or regulation, (3) your violation of any rights of any third party; or (4) any disputes or issues between you and any third party.
H. Disclaimer; Limitation of Liability
The services and all tools and content offered through the services are provided “as is, as available.” All warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose, are hereby excluded to the fullest extent allowed by applicable law.
Except where prohibited by law, in no event and under no legal theory, whether tort (including negligence), contract or otherwise, will the Syndeo parties be liable to you for any indirect, special, consequential, exemplary, incidental or punitive damages, even if Syndeo has been advised of the possibility of such losses or damages. To the fullest extent permitted by law, in no event will the Syndeo parties’ liability to you for any damages (direct or otherwise) or penalties or loss, regardless of the form of action or claim, exceed $50.
By using the services, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected. Accordingly, you agree to waive the benefit of any law, including, to the extent applicable, California civil code section 1542, that otherwise might limit your waiver of such claims.
The limitations and exclusions set forth in the foregoing paragraphs apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory, and notwithstanding any failure of essential purpose of any limited remedy.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.
I. Violation of These Terms
You agree that Syndeo may, in its sole discretion, without prior notice and to the extent applicable, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms will cause irreparable harm to Syndeo for which monetary damages would be inadequate, and you consent to Syndeo obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Syndeo may have at law or in equity.
J. Governing Law
You agree that all matters relating to these Terms and your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Georgia excluding: (1) its conflicts of law principles; and (2) the United Nations Convention on Contracts for the International Sale of Goods. In the event of any lawsuit to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award of its costs and reasonable attorney’s fees incurred at all levels of proceedings.
K. Dispute Resolution
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Syndeo and limits the manner in which you can seek relief from us.
Mediation. You agree to mediate, in good faith, any claim arising hereunder and to refrain from pursuing arbitration hereunder until the parties have met with a mediator. The parties agree to select and mediate any claim or controversy within sixty (60) days of the date the claim or controversy accrues or first arises. The mediator shall be selected by Syndeo with your consent, which may not be unreasonably withheld. The mediator shall be licensed to practice law in the State of Georgia and be experienced in the subject matter of any Disputes hereunder.
Binding Arbitration. If mediation is unsuccessful, you agree that to the fullest extent permitted by law all disputes, claims, suits, or controversies arising out of or in any way connected with these Terms and the use of the Services (collectively, “Disputes”), shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”), and you waive your rights to have any and all Disputes resolved in a court. The Commercial Arbitration Rules (the “AAA Rules”) of the AAA and the Federal Arbitration Act shall be applied to and govern the arbitration, as modified by these Terms. This agreement to arbitrate does not extend to claims for the payment of fees to Syndeo, or Disputes in which either party seeks (i) injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (ii) the right to pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (iii) injunctive relief in a U.S. court of law.
If either party has an applicable claim, the party receiving a grievance shall select a single arbitrator to resolve the matter from a panel provided by the AAA and will provide notice of the arbitrator to the other party within fifteen (15) days of the date notice of arbitration was sent. The party filing the complaint may reject the first arbitrator selected but must do so in writing within seven (7) days of the date on which the name of the arbitrator was received. The party receiving the grievance shall then select a different arbitrator and provide written notice to the other party within seven (7) days thereafter. If the party filing the grievance objects to this arbitrator, and the parties cannot otherwise agree on an arbitrator, the AAA shall select the arbitrator.
The language of the arbitration shall be English. The arbitration proceedings and decision of the arbitrator(s) shall be kept confidential (and may not be disclosed) by the parties or the arbitrator(s), except to the extent necessary to compel any award made by the arbitrator(s). The arbitrator's decision shall be final, conclusive and binding, except as permitted by the Federal Arbitration Act. The arbitrator shall have no authority to add to, subtract from, or modify in any manner the terms and provisions of this Agreement.
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Location. The location of the arbitration shall be in Wichita, KS.
Authority of Arbitrator(s). As limited by the AAA Rules and these Terms, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator(s) do not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms, or to award punitive damages or any other damages that are not compensatory. The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Jurisdiction. To the extent that any lawsuit or court proceeding is permitted under these Terms, to the fullest extent permitted by law you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Glynn County, Georgia for the purpose of litigating all such disputes. You also waive your rights to a jury trial.
Time Limit for Claims. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You agree to the admissibility of computer records and electronic evidence in any dispute herein.
Election to Mediate. At any time after a party seeks arbitration, either party may request mediation of the Dispute by providing written notice to the other party. Any such mediation, however, shall not abate or delay the arbitration proceedings. The mediation shall occur in Glynn County, Georgia within forty-five (45) days of the written request. The parties shall agree on the appointment of a mediator within ten (10) days of the written notice. If the parties cannot agree, then the arbitration panel shall select a mediator. The mediation shall be conducted in Glynn County, Georgia at the mediator’s office.
Severability of Dispute Resolution; Arbitration. In the event the provisions in this Dispute Resolution Section are held invalid or unenforceable, then this Dispute Resolution Section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any Disputes.
L. Users Outside of the United States
Syndeo is located in the State of Kansas and its services are business-to-business and directed towards employers in Kansas. Although the Syndeo website is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
You may preserve these Terms in written form by printing it for your records, and you waive any other requirement that these Terms be evidenced by a written document.
You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.
O. Notice for California Users
Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.