TERMS OF SERVICE
TABLE OF CONTENTS
ACCESS AND USE
INSYNCTIVE PROPRIETARY RIGHTS AND GRANTS
CHANGES TO THE AGREEMENT
COMPLAINTS AND INVESTIGATION
LIMITATION OF LIABILITY
TERM AND TERMINATION
GOVERNING LAW AND JURISDICTION
INSYNCTIVE HR OPERATIONS PLATFORM TERMS OF SERVICE
Insynctive Terms of Service
Last updated: November 1, 2022
"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.
(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.
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.
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.
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.
“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.
(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;
(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.
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.
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.
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.
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.
9.COMPLAINTS AND INVESTIGATION.
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:
A description of the copyrighted work that you claim has been infringed;
A description of where the allegedly infringed material is located on the Site;
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;
Your address, telephone number, and email address so that we can contact you;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
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
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.
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.
16.GOVERNING LAW AND JURISDICTION.
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.