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TERMS OF SERVICE

TABLE OF CONTENTS

  1. IMPORTANT-READ CAREFULLY

  2. ACCESS AND USE

  3. SUPPORT

  4. INSYNCTIVE PROPRIETARY RIGHTS AND GRANTS

  5. CONTENT

  6. PRIVACY

  7. DISCLAIMER

  8. CHANGES TO THE AGREEMENT

  9. COMPLAINTS AND INVESTIGATION

  10. COPYRIGHT INFRINGEMENT

  11. NO WARRANTIES

  12. LIMITATION OF LIABILITY

  13. TERM AND TERMINATION

  14. INDEMNITY

  15. NO AGENCY

  16. GOVERNING LAW AND JURISDICTION

  17. NOTICES

  18. GENERAL

INSYNCTIVE HR OPERATIONS PLATFORM TERMS OF SERVICE

 

Insynctive Terms of Service

 

Last updated: November 1, 2022

 

1.IMPORTANT-READ CAREFULLY: INSYNCTIVE, INC. ("INSYNCTIVE", "WE", "OUR", "US") PROVIDES A CLOUD-BASED HUMAN RESOURCES PLATFORM IN CONJUNCTION WITH THIRD-PARTY HOSTED INTERNET SERVICES AS WELL AS PROFESSIONAL SERVICES. THESE TERMS OF USE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND INSYNCTIVE AND GOVERN YOUR USE OF OUR PLATFORM AND SERVICES. PLEASE READ THEM CAREFULLY. IF YOU OBJECT TO ANY PROVISION OF THESE TERMS OF USE, PLEASE IMMEDIATELY DISCONTINUE USE OF ANY INSYNCTIVE PLATFORM OR SERVICE DEFINITIONS.

 

When used in these Terms of Use, the terms set forth below and those defined throughout the Terms of Use when initially capitalized shall have the meanings ascribed to them.

 

"Authorized User" means each and every authorized person granted access to a Site by a Client as expressly allowed by Insynctive.

 

"Client" means a direct client of Insynctive under an executed Insynctive Licenses and Services Agreement.

 

"HR Operations Platform" means Insynctive’s cloud-based employee services management Platform solution, as may be updated and modified by Insynctive from time to time, provided as hosted Internet services to a Client and its Authorized Users as allowed by Insynctive, for which hosted Internet services are provided by a Third- Party Collocation Provider.

 

"Insynctive Services" means all products, deliverables, and services provided by Insynctive to a Client and its Authorized Users under an executed Insynctive Licenses and Services Agreement, including but not limited to the HR Operations Platform, Integrated Marketplace Insynctive Apps, Integrated Marketplace Third party Apps.

 

" Insynctive Integrated Hub™" means internally created Apps created by Insynctive for use with the HR Operations Platform to drive specific functionality.

 

" Insynctive Integrated Hub of Third-Party products and services" means software created by third parties that is either created for or compatible with the HR Operations Platform.

 

"Site" means each location on the Internet where Insynctive Services are accessible to a Client and its Authorized Users.

 

"Technology" means the proprietary Platform and technology, and all modifications and derivative works thereof, of Insynctive, including but not limited to the Insynctive Services, other software tools, hardware designs, algorithms, software (in object or source code forms), user interface designs, HTML, methods, architecture, libraries, documentation (in any fixed form), network designs, know-how, trade secrets and any related intellectual or other proprietary rights under the laws of any nation and whether owned directly by Insynctive or licensed to it by a third party.

 

"Third Party Collocation Provider" shall mean a third-party collocation services provider authorized by Insynctive to host the HR Operations Platform on a Site for a Client and its Authorized Users.

 

2.ACCESS AND USE.

 

To access or use any Insynctive Services and/or Sites, you must be a Client or an Authorized User, you must be 18 years or older, and you must have the requisite power and authority to enter into these Terms of Use. Persons not meeting all of the foregoing criteria are not permitted to access or use any Site or Insynctive Services. You agree to use any Insynctive Services and/or Sites only in accordance with these Terms of Use.

 

(a)Site Administrators, Registration, and Security.

 

Each Client is responsible for the confidentiality, data integrity, and security of its Site. Each Client shall choose an administrator (“Administrator”) for its Client Site, who will exercise certain options to initially determine the level of privacy and security for the Site, including but not limited to, who can be an Authorized User of the Site and the level of privileges that each Authorized User will possess. Each Administrator may designate other Authorized Users as additional and/or successor Administrators and is responsible for confirming that such person(s) accept such responsibility.

 

Each Client and each Authorized User must create a user account before accessing any Site for the first time. You agree to promptly update your user account so that it is always accurate and complete. You also agree to maintain the confidentiality and security of any username(s) and password(s) associated with your user account and to restrict access to your computer. You will not, and you will not assist, encourage, or enable others to, attempt to gain unauthorized access to any Site or Insynctive Services, or computer systems or networks connected to any Site or Insynctive Services, through hacking, password mining, or any other means. You agree to notify Insynctive immediately of any known or suspected unauthorized use or access of any Site, or any other breach of security.

 

Each Client is fully responsible for the acts and omissions of its Authorized Users, including but not limited to fees and costs incurred. As between Insynctive and its Clients, each Client is also responsible for all activities that occur under any and all user accounts and passwords of itself or its Authorized Users.

 

(b)Creation and Availability of Site

 

Insynctive will provide each Client with the means for creating a Site. The Client and its Authorized Users may use the Client's Site only by means of the interface provided by Insynctive. Each Site is hosted by a Third Party Collocation Provider approved by Insynctive, accessible via the Internet... Each Client and each Authorized User is solely are responsible for obtaining its own Internet access, including paying all necessary fees and providing all necessary equipment (e.g., computer(s), router(s), modem(s)) to make such a connection. You acknowledge and assume the risk that although the Client's Site is generally accessible worldwide, access may not be available to all persons or in all locations or, in some areas at a desirable speed. Insynctive does not guarantee any Site uptime except to the extent expressly set forth in a written agreement between Insynctive and Client, and you agree to look solely to the appropriate Third Party Collocation Provider concerning Site uptime issues.

 

(c)Backup

 

From time to time, Insynctive may access and back up Site data. Subject to the limitations set forth in the applicable Insynctive Licenses and Services Agreement, upon a Client’s request and payment of the then-current fee, Insynctive may make reasonable efforts to restore Site data and information. However, Insynctive will have no liability to any Client or Authorized User for any failure to back up or restore such Site data and information, or for interruptions, delay or suspension of access to or unavailability of Site, data and Information, or any loss of such Information, data or transmissions.

 

3.SUPPORT.

 

All Clients shall provide first level technical support to their Authorized Users concerning the Client’s Site and Insynctive Services. Insynctive will not communicate with any Authorized User on any technical support issue. Insynctive will provide second level support as is detailed in Exhibit E in the Insynctive Licenses and Services Agreement. Due to the Insynctive Platform being hosted at a Third-Party Collocation Provider, Insynctive does not guarantee any Site uptime except to the extent expressly set forth in a written agreement between Insynctive and Client, and Client agrees to look solely to the appropriate Third-Party Collocation Provider concerning Site uptime issues.

 

All support communications from Insynctive to a Client will be given to at least one current Site Administrator at the e-mail address(es) and/or fax number(s) provided to Insynctive by the Client. Site Administrators must check such e- mail and fax devices on at least a daily basis and to read any and all e-mail and fax communications from Insynctive. Insynctive, in its sole discretion, will determine the timing, nature, and content of all communications with Site Administrators.

 

4.INSYNCTIVE PROPRIETARY RIGHTS AND GRANTS.

 

  1. Title and Copyright.

 

It is hereby understood and agreed that, except as provided in Section 5 below, we own all rights, title, and interest, including, without limitation, all copyrights, in and to the Technology and any copies thereof, regardless of the media or form in which the Technology or copies thereof may exist. Except as expressly provided herein you do not acquire any rights, title or interest to the Technology.

 

(b)License to You.

 

Subject to these Terms of Use and to the terms and conditions of the applicable Insynctive Licenses and Services Agreement, Insynctive hereby grants to you a non-exclusive, non-transferable license, during the term of the applicable Insynctive Licenses and Services Agreement, to access and use the Technology (in object code form only) for the purposes for which it is made available by Insynctive and on the express condition that you accept and comply with each provision of these Terms of Use. We do not transfer title to the Technology to you; all title to the Technology shall remain with Insynctive. You agree that: (i) you will not copy, distribute, or make derivative works of the Technology in any medium without our prior written consent; (ii) you will not alter or modify any part of the Technology other than as may be reasonably necessary to use the Technology for its intended purposes; (iii) you will not reverse engineer, decompile, disassemble, or try to access any of the Technology software source code and (iv) you will otherwise act in accordance with the Terms of Use and in accordance with all applicable local, state, and federal laws, including, but not limited to laws regarding the transmission through the Insynctive Services of technical data or software exported from the United States and/or the country(ies) in which the Client and/or its Authorized Users reside, and laws and regulations regarding online conduct and acceptable content of the Client's and its’ Authorized Users' transmissions and Site data. Notwithstanding any other provision of this Agreement, (a) no provision of this Agreement shall operate to grant any Client or Authorized User any greater rights to any Technology owned by third parties than Insynctive has under its agreements with such third parties; and (b) you will preserve all Technology and will not modify or otherwise alter it without Insynctive’s prior express written consent. When the Technology requires or includes downloadable software, such software may be offered under a separate license, and there may be provisions in that license that expressly override some of these terms.

 

We reserve all rights not expressly granted to you under these Terms of Use. If Insynctive discovers a violation of these Terms of Use, a Site may be terminated in accordance with the applicable Insynctive Licenses and Services Agreement with the Client.

 

5.CONTENT.

 

“Content” means any and all text, images, photos, audio, video, location data, hyperlinks, programs, and all other forms of data or communication. To “Post” means to post, submit, or transmit to, through, or in connection with any

 

Site, Insynctive Services, or Technology. “Your Content” means Content that you Post. “User Content” means Content that users of Insynctive Services Post and includes, without limitation, Your Content and Content Posted by other users of Insynctive Services.

 

(a)Responsibility for User Content.

 

All User Content is the sole responsibility of the person or persons who Post it and is non-confidential. You agree that we do not control, and are not responsible for, User Content. We make no representation or warranty as to the quality, accuracy, reliability, or intellectual property status of any User Content. Under no circumstances will we be responsible for any loss or damage arising from User Content.

 

You alone are responsible for Your Content. You assume all risks associated with Your Content, including (i) anyone's reliance on its quality, accuracy, reliability, or intellectual property status, and (ii) any disclosure in Your Content of information that makes you personally identifiable.

 

(b)Editing User Content.

 

While we are not responsible for User Content, we reserve the right (though not the obligation), in our sole and absolute discretion and for any reason, to screen, refuse to Post, reject, edit, remove or otherwise filter any User Content, including, without limitation: (i) any User Content that we believe violates any of these Terms of Use, (ii) profanity, obscenities, threats of physical violence or damage to property, and (iii) private financial information such as social security numbers and credit card information.

 

(c)Posting Harmful Content.

 

Posting any Content in violation of any municipal, state, federal, foreign or other applicable regulation or law is prohibited. You agree not to Post or elsewhere publish any Content that: (1) violates any applicable law or regulation;

(2) is defamatory or trade libelous; (3) is threatening, harassing, stalking, vulgar, obscene, pornographic, profane, racially, ethnically or sexually discriminatory in any way, or that otherwise violates any right of another; (4) encourages any conduct prohibited by the Terms of Use; (5) restricts or inhibits any other Client or Authorized User from using Insynctive Services; (6) impersonates any person or entity, or directly or indirectly attempts to gain unauthorized access to any portion of any Site or any Insynctive Services or any computer, Platform, or data of any person, organization or entity that uses or accesses Insynctive Services; (7) provides or creates links to external sites that violate the Terms of Use; (8) is intended to harm, exploit, solicit, or collect personally identifiable information of any individual under the age of 18 in any way; (9) invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information without their knowledge and willing consent or distributes or contains viruses or any other technologies that may harm Insynctive or any users of Insynctive Services; (10) is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including trademark, patent, privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to Post the material and to grant us all of the license rights granted herein; (11) contains or promotes an illegal or unauthorized copy of another person’s copyrighted work; (12) is inaccurate, incomplete, outdated or misleading, or contains contact information or e-mail addresses that create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on a Site or transmitted through the Insynctive Services, or impersonate or otherwise misrepresent any affiliation with any person or entity.

 

(d)License to Us.

 

You retain ownership in Your Content, including any intellectual property rights you hold in Your Content. When you Post Content, you grant to us an irrevocable, perpetual, transferable, non-exclusive license, to be exercised by us at our sole and absolute discretion throughout the universe on or through any media and using any technologies, whether now known or later devised, but subject to the terms of the applicable Insynctive Licenses and Services Agreement (including any confidentiality provisions therein), to (i) grant sublicenses and (ii) edit, copy, publicly display, publicly perform, publish, broadcast, retransmit, distribute, create derivative works of, and otherwise to exercise and exploit, whether commercially or otherwise, any and all proprietary rights in and to that Content. By Posting Content, you represent and warrant that you have the necessary rights to grant this license. We reserve the right to ban your access to or use of any Site and/or Insynctive Services if you violate another’s intellectual property rights.

 

(e)Viruses.

 

You will not knowingly or negligently Post any Content that contains viruses, Trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any “copy-protect” devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information. You are advised to make sure each computer you use to access any Site and/or Insynctive Services has updated anti-virus software protecting it.

 

(f)Spamming.

 

Insynctive does not condone or allow spam. You will not directly or indirectly use a Site or Insynctive Services for spamming, chain letters, junk mail, or any use of distribution lists to any person who has not given specific permission to be included in such a process. "Spam" or "spamming" includes any attempt to use a mailing list for the purpose of sending to a person or persons an unsolicited message, including any advertisements.

 

(g)Commercial Use.

 

You will not promote a business or other commercial venture or event, sell or commercially use any User Content, or otherwise use Insynctive Services for commercial purposes, except as expressly permitted by an Insynctive Licenses and Services Agreement.

 

6.PRIVACY.

 

Please review our Privacy Policy to understand our practices regarding the collection and use of information and data protection. The Privacy Policy is explicitly incorporated into these Terms of Use. You agree to hold us harmless from any claims arising from our disclosure of your personal information or identity made in accordance with these Terms of Use and the Privacy Policy.

 

7.DISCLAIMER REGARDING THIRD PARTY SITES AND APPLICATIONS.

 

Sites and Insynctive Services may include links to other websites or applications (each, a "Third Party Site"), including but not limited to those of Insynctive’s partners, Authorized Users, and providers of content or services to Insynctive. Such Third-Party Sites are linked for the convenience of Clients and their Authorized Users only, and are not reviewed, monitored or controlled by Insynctive. We do not control or endorse any Third-Party Site. You agree that we are not responsible for the availability or contents of such Third-Party Sites. You use Third Party Sites at your own risk, and you should always read carefully any privacy policies or other terms or conditions before providing any information to any other websites or applications.

 

8.CHANGES TO THE AGREEMENT.

 

We may modify these Terms of Use from time to time, for example, to reflect changes to the law or changes to our services. We recommend you look at the Terms of Use regularly. Changes to our Terms of Service are effective after we provide you with at least one (1) week's written notice to the email address you provide in connection with your registration. Changes will not apply retroactively, and you shall have the right to accept or reject the modified Terms of Use, provided that if you reject the modified Terms of Use, please immediately discontinue all use of Insynctive Services. By accessing any Site or continuing to use any Insynctive Services after the effective date of any change to these Terms of Use, you agree to be bound by the most recent version of these Terms of Use. The most recent version of the Terms of Use may be accessed at any time on the Insynctive home page at www.insynctive.com or by emailing us your request at help@insynctive.com.

 

9.COMPLAINTS AND INVESTIGATION.

 

We encourage you to let us know if you believe another person has violated the Terms of Use, however, we reserve the right to investigate and take appropriate action at our sole discretion. We are under no obligation to enforce the Terms of Use on your behalf against another person.

 

10.NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

 

If you believe that your work has been copied and posted on a Site in a way that constitutes copyright infringement, please send the following information to our Copyright Agent identified below:

 

  1. A description of the copyrighted work that you claim has been infringed;

 

  1. A description of where the allegedly infringed material is located on the Site;

 

  1. A written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

 

  1. Your address, telephone number, and email address so that we can contact you;

 

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

 

  1. A statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. A statement by you comprised of the foregoing points is referred to herein as the “Notice.”

Our designated Agent to receive Notice of claimed infringement is: Insynctive, Inc.

Attn: Gary M. Goldstein, CEO Walnut Creek, CA. 94597

email: ggoldstein@insynctive.com

 

Please note: This procedure is exclusively for notifying us that your copyrighted material has been infringed. For technical support, please follow the procedure in Section 3 above.

 

11.NO WARRANTIES.

 

Except as otherwise expressly provided in the applicable Insynctive Licenses and Services Agreement, all Insynctive Services and Sites, including all materials and information included therein, are furnished “as is” and with all faults. We, and our technical support/maintenance providers, contractors, distributors, advertisers, and licensees, make, and you receive, no warranties, express, implied, or statutory, in connection with any communication with you. To the maximum extent permitted by applicable law, we, and our technical support/maintenance providers, distributors, advertisers, and licensees disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, authenticity, or any warranty that operation of any Insynctive Services and/or Sites will be uninterrupted, always available, or error-free, or will meet your requirements, or that any defects in any Insynctive Services and/or Sites will be corrected. You expressly assume all risk resulting from any virus, downloaded material, harmful component, or through any use of any Insynctive Services and/or Sites or any site or server through which such Insynctive Services and/or Sites are available, including but not limited to any Third Party Collocation Provider. You shall be solely responsible for the accuracy and transmission of all data entered, and for any damage that results from or is in connection with use of any Insynctive Services and/or Sites.

 

12.LIMITATION OF LIABILITY.

 

The limitation of liability is to the maximum extent permitted by applicable law and except as otherwise expressly provided in the applicable Insynctive Licenses and Services Agreement. As used in this Section, “we,” “our,” or “us” expressly includes Insynctive and/or our officers, directors, managers, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support/maintenance providers, distributors, advertisers, licensors, sublicensees, and assigns, or any person or entity involved in creating, producing, providing, or distributing any Insynctive Services and Sites.

 

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, AND INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS  PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF BUSINESS INFORMATION OR OTHER DATA, COST OF COVER, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, PARTICIPATION IN, OR INABILITY TO USE ANY INSYNCTIVE SERVICES AND/OR SITES, OR THE VIEWING, DISTRIBUTING, COPYING, RELIANCE UPON, OR OTHER USE OF ANY CONTENT, EVEN IF WE KNOW, HAVE BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

 

IN ADDITION, WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF THE ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED USERS, OR “HACKERS”) OF ANY INSYNCTIVE SERVICES AND/OR SITES.

 

WITHOUT LIMITING THE FOREGOING, INSYNCTIVE SHALL NOT BE RESPONSIBLE FOR ANY CLAIM ARISING FROM OR RELATING TO (I) ANY DEFECT, ERROR, ACT OR OMISSION OF A THIRD PARTY COLLOCATION PROVIDER (INCLUDING WITHOUT LIMITATION ANY SITE DOWNTIME) OR INTEGRATED MARKETPLACE THIRD PARTY APP, OR (II) ANY FAILURE BY CLIENT TO PAY AN INTEGRATED MARKETPLACE THIRD PARTY APP PROVIDER.

 

You acknowledge that our Client fee amounts reflect this allocation of risk. In any case, our entire aggregate liability amount, if any, shall be limited to the total fee amount you actually paid to us during the twelve (12) month period preceding the date when we were given notice of the claim.

 

13.TERM AND TERMINATION.

 

The Terms of Use shall continue for as long as (i) you use or access any Insynctive Services and/or Sites, or (ii) until terminated as provided in these Terms of Use or in the applicable Insynctive Licenses and Services Agreement, whichever occurs first.

 

EACH AUTHORIZED USER HEREBY ACKNOWLEDGES THAT THE CLIENT WHO GRANTED SUCH AUTHORIZED USER ACCESS TO THE INSYNCTIVE SERVICES AND/OR SITES PAYS TO INSYNCTIVE CERTAIN FEES, AS PROVIDED IN THE APPLICABLE INSYNCTIVE LICENSES AND SERVICES AGREEMENT, PERTAINING TO THE INSYNCTIVE SERVICES, AND THAT THE LIMITED LICENSE GRANTED TO ANY AUTHORIZED USER HEREUNDER IS SUBJECT TO INSYNCTIVE'S RECEIPT OF ALL FEES FROM SUCH CLIENT WHEN DUE. IF ANY CLIENT FAILS TO MAKE ANY PAYMENT OF FEES OR OTHER AMOUNTS OWED TO INSYNCTIVE WHEN DUE, INSYNCTIVE, NOTWITHSTANDING ANY CONFLICTING PROVISION OF THESE TERMS OF USE, SHALL HAVE THE ABSOLUTE RIGHT, TO BE EXERCISED IN ITS SOLE AND ABSOLUTE DISCRETION, TO SUSPEND OR TERMINATE ALL RIGHTS AND LICENSES GRANTED TO THAT CLIENT'S AUTHORIZED USERS UNDER THIS AGREEMENT, INCLUDING ACCESS TO THE TECHNOLOGY, REGARDLESS OF WHETHER ANY SUCH AUTHORIZED USER HAS PAID ANY RELATED FEES TO INSYNCTIVE OR WHETHER THAT CLIENT'S NONPAYMENT OF FEES SPECIFICALLY RELATES TO ANY PARTICULAR AUTHORIZED USER OR THESE TERMS OF USE. IN THE EVENT OF ANY SUCH SUSPENSION OR TERMINATION OF RIGHTS AND LICENSES, EACH AUTHORIZED USER AGREES TO LOOK SOLELY TO THE CLIENT WHO GRANTED SUCH AUTHORIZED USER ACCESS TO THE INSYNCTIVE SERVICES AND/OR SITES FOR A REFUND OF ANY APPLICABLE FEES PAID TO THAT CLIENT BY SUCH AUTHORIZED USER OR FOR ANY OTHER DAMAGES, AND SUCH AUTHORIZED USER SHALL HAVE NO REMEDY OR RECOURSE AGAINST INSYNCTIVE AND WAIVES ALL CLAIMS AGAINST INSYNCTIVE RELATING THERETO.

 

14.INDEMNITY.

 

In consideration of being permitted to use Insynctive Services and Sites, you agree to defend, indemnify, and hold harmless Insynctive, and/or our officers, directors, managers, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support/maintenance providers, distributors, advertisers, licensors, sublicensees, and assigns, from any claim or demand, including reasonable attorneys’ fees, expert witness fees, and court costs, made by any third party due to or arising out of Your Content or your use of any Insynctive Services and/or Sites, including any breach by you of the Terms of Use, or any violation by you of any rights of another.

 

15.NO AGENCY.

 

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms of Use.

 

16.GOVERNING LAW AND JURISDICTION.

 

These Terms of Use shall be exclusively interpreted, construed, and enforced in all respects in accordance with the laws of the State of California (U.S.A.) without reference to its choice of law rules. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU IRREVOCABLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA.

 

17.NOTICES.

 

Except as explicitly stated otherwise, legal notices shall be served on Insynctive’s designated agent for service of process (in the case of Insynctive) or to the email address you have designated in your registration (in your case). Notice to you shall be deemed given 24 hours after the email is sent. Alternatively, we may give you legal notice by mail to the mailing address associated with your account. In such case, notice shall be deemed given three days after the date of mailing.

 

18.GENERAL.

 

These Terms of Use contain the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior agreements, writings, commitments, discussions, and understandings between them. These Terms of Use are intended to be read consistently with, and complementary to, the applicable Insynctive Licenses and Services Agreement, which remains in full force and effect. Except as hereinabove stated, you acknowledge and agree that no reliance is placed on any representation anywhere made that is not expressly contained in these Terms of Use. In the event of any conflict between any provision set forth in any Insynctive Services and/or Sites and these Terms of Use, the provisions of these Terms of Use shall control. These Terms of Use, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Except as provided in Section 8 above, no modification of or amendment to the Terms of Use, nor any waiver of any rights under the Terms of Use, shall be effective unless in writing. If any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable. Any failure on our part to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision, and does not waive our right to act with respect to a subsequent or similar breach or breaches. These Terms of Use shall be construed within their fair meaning and no inference shall be drawn against the drafting party.

 

BY ACCESSING THE INSYNCTIVE PLATFORM, YOU AGREE TO OUR TERMS OF USE.

1.IMPORTANT-READ CAREFULLY
2. ACCESS AND USE.
3.SUPPORT.
4.INSYNCTIVE PROPRIETARY RIGHTS AND GRANTS.
5.CONTENT.
6.PRIVACY.
9.COMPLAINTS AND INVESTIGATION.
11.NO WARRANTIES.
13.TERM AND TERMINATION.
14.INDEMNITY.
17.NOTICES.
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