This Agreement was last revised on October 21, 2014.
Welcome to Syncrofy.com, a website and online service owned and operated by CoEnterprise, LLC. (“CoEnterprise,” “we,” or “us”). This page explains the terms by which you may use our service. By accessing or using the Syncrofy services, website, applications and software provided through or in connection with the service, including through a mobile device (“Service”), you signify that you have read, understood, and agree to be bound by this Terms of Service Agreement (“Agreement”), whether or not you are a registered user of our Service. The terms governing our agreement with companies or individuals that have contracted for a Business plan or an Enterprise plan are set forth in a separate agreement (“Master Services Agreement” or “Business Terms”), but all users of the Service (whether of the free service or a paid service) must agree to these terms as well.
We reserve the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”).
Syncrofy provides a place for people to collaborate, communicate and conduct business with others in their company or business partner community in real time.
CoEnterprise grants you permission to use the Service as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.
You will need to register with Syncrofy and create a “Member” account. Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.
You may never use another Member’s account. 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 CoEnterprise immediately of any breach of security or unauthorized use of your account. Although CoEnterprise will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of CoEnterprise or others due to such unauthorized use.
You may use your Account Settings to control your Member Profile. By providing CoEnterprise your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your Notifications Settings to opt out of Service-related communications.
We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your Notifications Settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Syncrofy servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. 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 for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.
CoEnterprise may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in CoEnterprise’s sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with a non-corporate email address. Upon termination for any reason, you continue to be bound by this Agreement.
CoEnterprise reserves the right to offer alternative and/or additional Services to certain administrative users that may not be offered to general Users. You acknowledge that CoEnterprise may charge a fee for the use of any Services, provided that CoEnterprise notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. In the event that you have elected to receive additional services for a fee, and you fail to pay such fee within thirty (30) days, then in addition to all other remedies available to CoEnterprise, CoEnterprise may immediately cease providing all such additional services.
If you learn that a User is not authorized to be a Member of Syncrofy or is otherwise violating this Agreement, we encourage you to notify us immediately. You agree you will not accuse any User of being unauthorized or of violating this Agreement unless you have actual knowledge.
Once a User is removed from a Company, the content of that User remains with the Company and is the sole property of the Company.
By utilizing the Service, you agree to have the domain portion of your email address (“@yourcorp.com”) and/or the company, school, or organization name represented by such domain portion of your email address, listed on the CoEnterprise website in a company directory listing (“Directory”). Customers (as defined below) who do not want to be included in such published Directory may send a written request to firstname.lastname@example.org to remove their company, school, or organization name from the Directory.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
CoEnterprise takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. CoEnterprise is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that CoEnterprise shall not be liable for any damages you allege to incur as a result of such User Content.
You are solely responsible for your interactions with other Syncrofy Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Syncrofy allows you to post content, including business documents, comments, links, and other materials. Anything that you post or otherwise make available on our Products is referred to as “Business Content.” You retain all rights in, and are solely responsible for, the Business Content you post to Syncrofy.
You grant CoEnterprise and its users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your Business Content on Syncrofy solely for the purposes of operating, developing, providing, and using the Products. Nothing in these Terms shall restrict other legal rights CoEnterprise may have to Business Content, for example under other licenses. We reserve the right to remove or modify Business Content for any reason, including Business Content that we believe violates these Terms or our policies.
Following termination or deactivation of your account, or if you remove any Business Content from Syncrofy, we may retain your Business Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, CoEnterprise and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through Syncrofy.
Each Company may have one or more individuals who are responsible for overseeing the use of, and monitoring the content posted to, such Company (the “Company Administrator”). Members may exist on the Service absent a Company Administrator; in such case Users are responsible for conducting themselves in accordance with this Agreement.
From time to time, Users may be asked to confirm their account via an email message sent to the User’s corporate email address. If such account is not reconfirmed, the account will be deactivated. Once a User is deactivated, the content of that User remains in Syncrofy and is the sole property of the company which administered their account.
Users should follow their particular company’s policies, guidelines, and procedures concerning the Content they post to the Service. Users may delete some User Content and Business Content from Syncrofy, so long as they are a Member of that Company. Company Administrators may form a group to segment the audience for certain Content (“Group”).
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. CoEnterprise reserves all rights not expressly granted herein in the Service and the Syncrofy Content (as defined below). Unless CoEnterprise has agreed otherwise in a Master Services Agreement or separate Business Terms, CoEnterprise may terminate this license at any time for any reason or no reason.
Except for your User Content, Business Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Syncrofy Content”), and all Intellectual Property Rights related thereto, are the exclusive property of CoEnterprise and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Syncrofy Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or suggestions about the Service, including without limitation about how to improve the Service or our products. By submitting a comment or suggestion, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place CoEnterprise under any fiduciary or other obligation, that we are free to disclose the comments or suggestions on a non-confidential basis to anyone or otherwise use the comments or suggestions without any additional compensation to you. You acknowledge that, by acceptance of your submission, CoEnterprise does not waive any rights to use similar or related comments or suggestions previously known to CoEnterprise, or developed by its employees, or obtained from sources other than you.
This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. CoEnterprise may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13. If you are under 18 years of age you may use the Service only if you either are 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 this Agreement, and to abide by and comply with this Agreement.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.
You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
Syncrofy may contain links to third-party websites, advertisers, or services that are not owned or controlled by CoEnterprise.
You agree to defend, indemnify and hold harmless CoEnterprise and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS 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. WITHOUT LIMITING THE FOREGOING, COENTERPRISE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
COENTERPRISE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SYNCROFY SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COENTERPRISE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COENTERPRISE, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, 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, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL COENTERPRISE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COENTERPRISE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COENTERPRISE, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COENTERPRISE HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COENTERPRISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Certain Business Terms may provide slightly different rights to the parties thereto, but any such Business Terms do not change the rules applicable to Users covered by the foregoing.
The Service is controlled and operated from its facilities in the United States. CoEnterprise 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 entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CoEnterprise without restriction.
Please contact us at email@example.com with any questions regarding this Agreement.