These terms of service, along with the Sync Privacy, Payment and Copyright policies, which are available at this link www.sync.com/legal (the "Terms") constitute an agreement (the "Agreement") between You and Sync Inc., its subsidiaries, affiliates and licensors ( "We," "Us" or "Sync").
Please read these Terms carefully before using Sync. By clicking the "Create Account" button or by using the Sync site, software or services ("Services"), You are agreeing to comply with and be bound by these Terms on Your behalf and, if applicable, on behalf of Your organization.
If you are using any Sync Services on behalf of an organization or business, you are promising that you have the authority to bind that organization or business. When you use Sync Services on behalf of that organization or company, the term "You" refers to the organization or business.
You may use these services only in compliance with the Terms. Any other use is not authorized. The Services may change over time as we improve our Services. We may stop, suspend, or modify the Services at any time without prior notice to You. We may also remove any content from our Services at our discretion.
If You do not agree to these Terms, then please do not click the button indicating Your acceptance and do not use the Services.
1. Your Account and Security
You must register with Sync to use the Services. When You register, You will be asked to create an account (Your "Account"). You agree to provide Sync with accurate and complete information when You create Your Account ("Account Information"). You also agree to update Your Account Information promptly should Your information change.
When You create Your Account, You will be asked to choose a username and password. You will use this username and password to access the Services and any data associated with your Account or that You store with Sync (Your "Data").
We want your account to be as safe as possible. You are solely responsible for protecting the privacy and security of Your username and password, including not giving your username and password to any third party. You are responsible for any activity using Your account, whether You authorized that activity or not. If You lose Your username or password, You may not be able to access Your Account or any of Your Data.
If Sync determines that there has been a breach of Your Account security, to protect You and your Data, Sync reserves the right to suspend Your account and require You to create a new username and password. Sync is not liable for any loss or damage arising from any access to, or sharing and use of Your Account. You agree that You will immediately notify Sync at help.sync.com/home if Your account is accessed or used without Your authorization, or if You have reason to believe that Your account, username or password has been compromised.
Sync grants You a limited, non-exclusive, non-transferable and revocable license to use the Services subject to these Terms. You are licensed to make one copy of the software required to interface with the Services ("Client Software") on each device, as reflected in the then-current documentation for Your Account.
Please note that certain third party code may be provided with the Software and that the license terms accompanying that code will govern its use.
Sync or third parties own all right, title and interest in and to the Services and any software or documentation used therein. This includes all rights, title and interest in any intellectual property rights. The only licenses granted are those set forth in these Terms. Sync and its licensors retain all other rights in the Services, and no other licenses to You are implied by these terms.
3. Your Use of the Services (the "Golden Rules")
In order to make the use of Services the best experience it can be, and protect all our users, You agree that You will not do any of the following when using the Services:
- harm, disrupt or interfere with the operation of the Services, computer system or network;
- provide false information about Your identity or pretend to be another user in order to gain access to any Account, computers or networks related to the Services, without authorization;
- attempt to interfere with any authorized use of the Services;
- use the Services to store, backup or distribute any illegal files or data;
- sublicense, lease, rent, loan, transfer or distribute any portion of the Services;
- use the Services to store, backup or distribute material that contains viruses, Trojan horses, worms, corrupted files, spyware, malware or any other similar software that may damage the operation of the Services or another person's computer or property;
- probe, scan, or test the vulnerability of any system or network, including that of the Services;
- breach or otherwise circumvent any security or authentication measures, including those of the Services;
- access, tamper with, or use areas of the Service or Accounts that You are not authorized to use;
- interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
- access or search the Services by any means other than the publicly supported interfaces (for example, "scraping");
- send unsolicited communications, spam, or any altered, deceptive or false source-identifying information (including "spoofing" or "phishing");
- impersonate or misrepresent your affiliation with any person or entity;
- publish or share materials that are unlawfully pornographic or indecent, or that violate the law of any relevant jurisdiction; or
- alter, modify or attempt to circumvent any disabling or security mechanisms that may be included in the Services.
Sync may immediately terminate Your Account should it discover that You or someone using Your account has engaged in any of the prohibited activity listed above.
4. Your Data
You are solely responsible for maintaining and protecting Your Data. Sync shall not be liable for any loss or corruption of Your Data, or for any costs or expenses associated with backing up or restoring any of Your Data.
5. Data Sharing
The Sync Services allows You to share Your Data with others. By doing so, You are enabling others to copy, distribute, make public, modify, delete or otherwise misuse Your Data, among other things. Additionally, if You choose to provide access to Your Data to another person, that person may provide unauthorized access to others. You agree that Sync has no responsibility for anything that any person with whom You share Your Data does with Your Data, including making it available to others.
6. Intellectual Property Protection
Sync respects the intellectual property rights of others. We expect that You will also respect those rights. You may not use the Services to upload, store, share, display, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity.
Sync also asks that You please respect its intellectual property rights. To that end, You agree not to remove, obscure, or alter any trademark, copyright or other proprietary rights notices displayed in the Services, software or on the Sync website. You agree not to modify, adapt, translate or create derivative works from the Services. You agree not to decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services.
Sync may terminate Your Account and access to the Services for violations of this provision.
7. Compliance with Applicable Laws
You are responsible for ensuring that Your use of the Services is in compliance with all applicable foreign, federal, state and local laws, rules and regulations.
8. User Indemnity
You agree to defend, indemnify, and hold Sync, its suppliers, resellers, partners and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, in connection with:
- Your use of the Products;
- Your violation of these Terms;
- Your violation of any third party right, including any intellectual property right;
- Your violation of the law of any relevant jurisdiction;
- or any claim that use of Your data caused damage to a third party.
This indemnity obligation will survive the termination or expiration of Your account and these Terms.
9. Term & Termination
You can terminate at any time, for any reason, by canceling Your Account and ceasing to use the Services, per the instructions on the Sync website, though, of course, we will be sad to see you go. Sync also reserves the right to terminate a free account at any time or for any violation of these Terms.
Your paid account will renew automatically for the same term, unless You notify us 15 (fifteen) days prior to your renewal date that you would like to modify or cancel your account.
Payments are due upon account activation and subsequent renewal dates. Unused service will not be refunded.
Upgrades, renewal amounts and any applicable taxes will be charged to the credit card or payment method on file.
Sync may terminate any paid account if You stop paying subscription fees, if You do not renew Your subscription upon its expiry, or for any violation of these Terms.
10. Changes to the Service & Terms
Sync may permanently or temporarily stop providing, or may modify the Services, any feature included in the Services, or the availability of the Services on any particular device, at any time and without notice to You. Sync may immediately terminate any Account should a third party make an intellectual property infringement claim relating to the Services. While not obligated to do so, Sync will try to communicate any such actions to You by either sending You an e-mail or by posting relevant information to the Sync website. If the Services or these Terms are modified, Your continued use of the Services will constitute Your acceptance of the Service modifications and Your Agreement to be bound by the modified Terms. The current Terms will always be posted on our website. To stay informed of any changes, please review the most current version of these Terms at www.sync.com/legal. Your license to use the Services depends upon Your Agreement to be bound by these Terms and any modification to these Terms. If You do not agree to be bound by these Terms, You may not use the Services.
11. Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SYNC.COM, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, SYNC.COM, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
Please note that some jurisdictions do not allow the type of exclusion listed above, so some of these exclusions may not apply to You.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNC.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SYNC.COM HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL BE NO MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO SYNC.COM FOR THE MOST RECENT THREE-MONTH PERIOD FOR THE SERVICES IN QUESTION.
Please note that some jurisdictions do not allow the type of limitation listed above, so some of these limitations may not apply to You.
13. Miscellaneous Legal Terms
These terms and the use of the services and software will be governed by Ontario Law except for its conflicts of laws principles. All claims arising out of or relating to these terms or the services or software must be litigated exclusively in the federal or provincial courts of Ontario, Canada, and both parties consent to venue and personal jurisdiction there.
These Terms constitute the entire and exclusive Agreement between You and Sync with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Sync's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of Your rights in these Terms, and any such attempt is void, but Sync may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Sync and You are not legal partners or agents; instead, our relationship is that of independent contractors.
This file was last modified on June 14, 2013