Last Revised: August 15, 2024
Terms may be updated from time to time.
These Master Terms of Service are between you (“Users”, “you” or “your” as applicable) and Syndicate Inc. (“Syndicate”, “we”, “us” or “our”) concerning your use of (i) Syndicate’s website, including any content, functionality, applications, and services offered on or through the website currently located at https://syndicate.io/ (individually and collectively the “Site”) and the Syndicate technology Platform, as defined below (the Site and Platform together are referred to as the “Syndicate Technology Suite” or “STS”). In addition to these Terms, your use of the STS is governed by our privacy policy (available at https://syndicate.io/privacy-policy, which may be amended from time to time and effective upon posting, and which is incorporated by reference herein (“Privacy Policy”)). The Master Terms of Service and the Privacy Policy together are referred to as the “Terms”.
By using the STS, you accept and agree to be bound and abide by the Terms. If you do not agree to these Terms, you must not access or use the Site.
The STS is intended for access and use by individuals, who are at least 18 years of age. By using the STS, you represent and warrant as a User (i) that you have the legal authority to bind the company or other legal entity on which behalf you are acting to these Terms, (ii) you are at least 18 years old or the age of majority where you reside, whichever is older, (iii) you can form a legally binding contract online, and (iv) you have the full, right, power, and authority to enter into and to comply with the obligations under these Terms on your own behalf, or on behalf of the company or other legal entity on which behalf you are acting.
If you do not meet all of these requirements, you must not access or use the STS.
You are advised to revisit these Terms periodically to familiarize yourself with any changes to the Terms. Syndicate reserves the right to make changes to, revise and update these Terms from time to time in our sole and absolute discretion. Any such changes are binding on Users of the STS and will take effect immediately upon posting. As a User, you agree to be bound by any changes, variations, or modifications to our Terms and your continued use of the STS shall constitute acceptance of any such changes, variations, or modifications.
You understand that access to the Site is provided “AS IS” and “as available” basis only. We shall use commercially reasonable efforts to provide continuous access to the Site. We cannot and do not guarantee or warrant that the Site, or any content on it, will always be available or uninterrupted. From time to time, access may be interrupted, suspended or restricted, including because of an emergency, fault, error or unforeseen circumstances or because we are carrying out planned maintenance.
We reserve the right to limit the availability of the Site to any person, geographic area or jurisdiction we so desire and/or to terminate your access to and use of the site, at any time and in our sole and absolute discretion.
We reserve the right to withdraw, remove or amend the content of the Site at any time, in our sole discretion and without notice. However, some of the content may be out of date at any given time and we are under no obligation to update it. We do not guarantee that the Site, or any content on it, will be free from errors or omissions.
We will not be liable to you for any loss or damage you may suffer as a result of the Site being unavailable at any time for any reason. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users.
By using the Site, you agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations applicable to your use of the Site.
As a condition to accessing or using the Site, you:
As a condition to accessing or using the Site, you will not:
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any links at any time without notice in our sole discretion.
As a user of the Site, you acknowledge and agree that Syndicate may enter into exclusivity agreements with third parties that limit or restrict your access to the Site by other parties.
You acknowledge that the Site and your use of the Site contain certain risks, including without limitation the following risks:
Accordingly, you expressly agree that:
The information, content and materials presented on or through the Site are made available solely for general informational purposes only and are not intended to address your particular requirements. We do not warrant the accuracy, completeness or usefulness of this information.
Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone, who may be informed of any of its contents.
This Site may include content provided by third parties, including materials provided by syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Syndicate, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Syndicate. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
You agree that we may, at our sole and absolute discretion, suspend, disable or terminate your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms or pre-existing exclusivity agreements with third parties. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your access to all or part of the Site and relationship with us, and may be referred to appropriate law enforcement authorities. Upon suspension, disabling or termination, your right to use the Site will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information. Notwithstanding any termination of this agreement or discontinuation of your use of the Site, Syndicate Inc. reserves the right to retain any information or data related to your use of the Site as necessary for record-keeping purposes, compliance with applicable laws, regulations, rules and requests of relevant law enforcement and/or other governmental agencies, and to fulfill any legal obligations or resolve disputes. The data retention period will be determined by Syndicate in its sole discretion, in accordance with applicable laws and regulations. Syndicate will continue to treat such retained information in accordance with the Privacy Policy.
Syndicate also provides a platform (the “Platform”), which encompasses (1) a variety of services, (each, a “Service”); and (2) software (including smart contracts), accompanying documentation, and any updates to such software or documentation (collectively, “Software”). When you use the Platform, you enter into a binding contract with Syndicate. If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” will refer to you, your company, or your client.
You understand and agree that Syndicate grants you a non-exclusive, non-transferable, revocable license in respect of a User’s access to the Platform. The Platform is licensed, not sold. Except for the limited license granted above, Syndicate retains all right, title and interest in the Platform, all copies thereof, and all proprietary rights, including copyrights, patents, trademarks and trade secret rights.
User shall not use any information disclosed by Syndicate to contest the validity of any Syndicate intellectual property, including the Platform. Any such use of Syndicate’s information and data shall constitute a material, non-curable breach of these Terms and may result in further action taken against you by the Syndicate.
User shall not (a) use the Platform except in accordance with applicable documentation; (b) reverse engineer, decompile, disassemble, modify or create derivative works of the Platform, except to the extent permitted by applicable law; (c) assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Platform, or directly or indirectly permit any unauthorized third-party to use or copy the Platform; (d) use the Platform for the benefit of any third-party; (e) use the Platform in excess of the limited rights granted herein; or (f) remove any proprietary notices (e.g., copyright and trademark notices) from the Platform.
We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. Payments will be billed in U.S. dollars, and your account may be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. Current information on pricing is available at https://syndicate.io/#pricing.
You may cancel your account and Syndicate may suspend or terminate your use of the Platform. For accounts in which you pay for use of the Platform, cancellation will generally be effective thirty (30) days after you provide us written notice of cancellation. Syndicate may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion. Even if you cancel your account, you will still be responsible for any fees incurred prior to cancellation becoming effective.
User understands and agrees that User is responsible for and shall pay for any and all gas fees necessary to access the Platform. The User agrees to send funds to Syndicate’s broadcasting wallet directly. Syndicate shall not provide, front, pay for, refund, and/or reimburse, the User’s gas fees, if any, incurred while accessing the Platform. User agrees and understands that User shall build, design, and/or deploy their own custom smart contract(s), as needed, to access the Platform. Syndicate shall not build, design, and/or deploy custom smart contract(s) for User to access the Platform. User may upload certain data, including User’s own smart contracts in an effort to work with Syndicate to deploy software. User grants Syndicate a worldwide, royalty-free, irrevocable license to use, copy, distribute or publish and send this data in any manner. User shall ensure it has all rights, permissions, and licenses necessary to upload the data for use as described above. You can find more information about how we process data information in the Privacy Policy. User grants Syndicate a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free license to use, copy, distribute, and otherwise analyze statistical and other aggregated data derived from the data furnished by User (the “Aggregated Data”) during the User’s use of the Platform for Syndicate’s business purposes, including the provision of products and services to Syndicate’s customers; provided, however, that the Aggregated Data is combined with similar data from Syndicate’s other customers and does not include (directly or by inference) any information identifying User or any identifiable individual. Once aggregated, Syndicate shall be the owner of all right, title, and interest in and to the Aggregated Data.
Your use of the Platform shall commence upon User’s first access to the Platform (after creating a user profile) and shall continue until either User is no longer using the Platform. User may terminate access to the Platform at any time on written notice to Syndicate. Syndicate may, in its sole discretion, with or without prior notice and at any time, modify or terminate, temporarily or permanently, any portion or component of the Platform.
The STS may contain hyperlinks or references to third party websites (“Third-Party Services”). Any such hyperlinks or references are provided for your information and convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party website does not mean that we endorse or undertake any warranty regarding the Third-Party Services, including its availability, security, or suitability for use with or in conjunction with Syndicate. Your use of the Third-Party Services is governed by the terms and conditions of that Service, rather than Syndicate’s.
In addition, Syndicate may subcontract or otherwise utilize third-party services in connection with the Platform, including, but not limited to, data hosting and storage, payment processing services, and counterparty identity verification and due diligence for compliance and risk management purposes. These services may be performed by counterparties located outside the United States, and may involve analysis and retention of certain data, including any public blockchain wallet addresses associated with you.
Certain areas of the STS may record and collect information about you. You can find more information about how we will you process your personal information in the Privacy Policy.
We do not knowingly collect or solicit personal information from children under 18. If you under 18, please do not attempt to access the STS or send any personal information about yourself to us. If we learn we have collected personal information from a child under 18, we will delete that information as quickly as possible. If you believe that a child under 18 may have provided personal information to the STS, please contact us.
Syndicate does not condone or support any activity that is illegal, violates the rights of others, harms or damages Syndicate’s reputation, or could cause Syndicate to be liable to a third party. At minimum, you may not use the STS to:
The STS and its entire contents, features and functionality (including, but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Syndicate, our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws and all such rights are reserved. https://syndicate.io/ is the uniform resource locator (“URL”) of Syndicate. You will not make use of this URL on any other website or digital platform without our prior written consent. You agree not to monitor, use, or copy our web pages without our prior consent. Any unauthorized use or reproduction may be prosecuted.
These Terms permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site without our prior consent. Further, you are not permitted to access or use any part of the Site or any services or materials available through the Site for commercial purposes without our express written consent.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Syndicate. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
You will retain ownership of all copyright in data you upload or submit to the Site. You grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute or publish and send this data in any manner.
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. Syndicate’s Confidential Information includes the Platform (other than User Data). However, Confidential Information will not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.
The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, and in no event less than reasonable care; (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s and its Affiliates’ employees, contractors, and/or agents, who need such access for purposes consistent with these Terms, and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party must provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.
The Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.
Syndicate may retain any electronically archived User’s Confidential Information in accordance with applicable law, provided that such retained information remains subject to the confidentiality obligations in these Terms.
User will comply with all export laws and regulations that may apply to the STS or access to or use of Syndicate’s existing or future products or services. Syndicate make no representation or warranty that the STS or any existing or future Syndicate products or offerings may be exported without User first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained. User shall not itself, or permit any other person to, export, re-export, or release, directly or indirectly any such to any country, jurisdiction or Person to which the export, re-export or release of the STS or any existing or future product or service(s) (a) is prohibited by applicable law, or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval). The STS and any existing or future Syndicate’s products or offerings means any software, infrastructure, documentation, technology, or other technical data, or any products that include or use any of the foregoing, the export, re-export, or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any law.
Unless otherwise noted, the Syndicate name, the name(s) Syndicate.io, and the Syndicate logo and all other trademarks, service marks, trade names, or other related names, logos, product and service names, designs, and slogans are trademarks of Syndicate or its affiliates or licensors. You must not use such marks without the prior written permission of Syndicate. All other names, trademarks, service marks, trade names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners. Nothing on the Site shall be construed as granting any license or right not expressly set forth herein.
Our Site is operated in the United States, and we make no representation that content provided is applicable or appropriate for use in other jurisdictions. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with the local laws and regulations in your jurisdiction. Your use of the Site does not subject us to judicial process in or to the jurisdiction of courts or other tribunals in your jurisdiction or location.
By providing us any contact or other information, you agree to and do hereby consent to receive mail and electronic communications (email, newsletter, text/SMS and by telephone) from us and/or by posting the communications on the Site concerning information (collectively, “Communications”). The Communications may also be those that we send to you for other business reasons, such as marketing communications, updates, special offers (including partner offers), and other information as may be sent from time to time from Syndicate. You may change the email or mobile phone number on file by contacting us at hello@syndicate.io. You may opt out of receiving all Communications, other than communications that we are required to send to you by law (e.g., data security incident notifications) concerning us, your information or the Site (“Required Communications”), via email by sending a notice to us that identifies your full name and email address; however, you will not receive any further electronic notices from us (other than Required Communications), which notices may include important notices or announcements.
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE STS, INCLUDE THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS THAT MAY BE OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE SITE, IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY (30) DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
EACH OF SYNDICATE, SYNDICATE'S SUBSIDIARIES, SYNDICATE’S AFFILIATES, AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, THIRD-PARTY PROVIDERS, DISTRIBUTORS, LICENSEES, LICENSORS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, “SYNDICATE PARTIES”) HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, NONE OF THE SYNDICATE PARTIES WARRANT THAT THE STS, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE SITE WILL BE ACCURATE, RELIABLE, COMPLETE, SECURE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, BUGS OR ERRORS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES, LOSSES AND/OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY LEGAL THEORY, CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT AND/OR TORT (INCLUDING NEGLIGENCE). THE SYNDICATE PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE STS. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE SYNDICATE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SYNDICATE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SITE AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE STS AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN THE EVENT THAT A COURT AND/OR ARBITRATOR(S) OF COMPETENT JURISDICTION HOLDS THAT ANY COMPANY PARTY IS LIABLE TO YOU (FOR EXAMPLE AND WITHOUT LIMITATION, BECAUSE ANY RELEASE OR WAIVER HEREUNDER IS FOUND TO BE VOID OR OTHERWISE UNENFORCEABLE, OR BECAUSE ANY CLAIMS ARE FOUND TO BE OUTSIDE THE SCOPE OF ANY SUCH RELEASE OR WAIVER), UNDER NO CIRCUMSTANCES WILL ANY OF THE SYNDICATE PARTIES BE LIABLE TO YOU IN THE AGGREGATE FOR MORE THAN THE AMOUNT YOU HAVE PAID SYNDICATE IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, WHETHER SUCH LIABILITY IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You are responsible for (i) implementing sufficient procedures to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, (ii) for maintaining a means external to our Site for any reconstruction of any lost data, and (iii) configuring your information technology, computer programs. and technology platform in order to access the Site. You must use your own virus protection software.
We do not promise or guarantee that the use of the Site, or any content taken from the Site, including any Trial Products, will not infringe on the rights of any third party.
You understand and agree that Syndicate shall not be liable to you or any third party for any damages, losses, or claims arising from the suspension of your access to the Site or your use of the Trial Products, due to access and usage limitations under any pre-existing exclusivity agreements.
You agree to defend, indemnify, and hold harmless Syndicate, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or the failure to fulfill any obligations relating to the use of the STS incurred by you or any other person or entity using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms. In such event, you shall provide us with such cooperation as is reasonably requested by us, including, without limitation, disclosure of documents and providing testimony.
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim arising under or related to the Site, these Terms, or any other transaction involving you and Syndicate, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis (or the breach, termination, enforcement, interpretation or validity thereof) (“Dispute”), you and Syndicate agree to first negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You should send your notice tolegal@syndicate.io. Syndicate will send its notice to you by email to the email address provided by you in connection with your use of the Site.
Binding Arbitration. If you and Syndicate are unable to resolve a Dispute through informal negotiations, either you or Syndicate must elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration, and not in a class, representative, or consolidated action or proceeding. In such event, these Terms memorialize a transaction in interstate commerce; (i) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section; and (ii) this Section shall survive termination of these Terms.
Any election to arbitrate by one party shall be final and binding on the other, and your grounds for appeal are limited. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. The arbitrator may award you the same damages and relief as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Syndicate will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed thirty (30) days) if the arbitrator fails to do so. Except as otherwise provided in these Terms, you and Syndicate may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to the terms and conditions of these Terms, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.
Restrictions/No Class Actions. You and Syndicate agree that any claim brought in connection with a Dispute, whether resolved through arbitration or not, will be brought between Syndicate and you individually, and that you may not assert any such claim against Syndicate as plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and Syndicate is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other Users of the Site or any other persons. If this specific provision is determined to be unenforceable, then the entirety of this Arbitration section will be null and void.
Exceptions to Informal Negotiations and Arbitration. You and Syndicate agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of Syndicate’s intellectual property rights; and (2) any claim for injunctive relief.
Effect of Changes on Arbitration. Notwithstanding the provisions of these Terms, if Syndicate changes any of the terms of this Arbitration section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by electronic mail to legal@syndicate.io) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Syndicate’s email to you notifying you of such change (whichever is earlier). By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Syndicate in accordance with the terms of this Arbitration section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms.
All aspects of your use of the Site and all matters relating to these Terms and any dispute or claim arising therefrom or related to (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing the interpretation, validity, and enforcement of contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law’s provisions) regardless of your location except that the Arbitration section above shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the exclusive jurisdiction of the state and Federal courts sitting in San Francisco, California, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of Syndicate, or if no such address has been provided, by email to the email address provided by the relevant party to Syndicate in connection with its use of the Site. With respect to any Disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence any action in connection therewith other than in the state and Federal courts located in San Francisco, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and Federal courts located in San Francisco, California.
No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.
If any of the provisions in these Terms are found to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms shall continue in full force and effect. User may not assign or transfer any rights or obligations without the prior written consent of Syndicate.
Syndicate may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Site, as determined by Syndicate in its sole discretion. Syndicate reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in the Privacy Policy. You are responsible for ensuring that you can receive notifications from the Syndicate, and the Syndicate is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Syndicate may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you by e-mail that material changes have been made to these Terms. Your continued use of the STS after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the STS.
No course of dealing or usage of trade by or between the parties shall be deemed to affect any such amendment or modification. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, or a waiver of any other, different or subsequent breach. Neither User nor Syndicate shall represent that its relationship with respect to the other party is other than as an independent contractor. Nothing in these Terms shall create in either party any right or authority to incur any obligations on behalf of, or to bind in any respect, the other party and nothing in these Terms shall be construed to create any agency, joint venture or partnership. These Terms, as may be amended in accordance with the provisions herein, sets forth the entire agreement between the parties and supersedes prior proposals, agreements and representations between them related to the subject matter hereof, whether written or oral. Syndicate may assign any of its rights or obligations hereunder as it deems necessary.
Syndicate shall not be liable for any unforeseeable event beyond its reasonable control not caused by its fault or negligence (each, a “force majeure event”), which causes Syndicate to be unable to perform its obligations under these Terms, and which it has been unable to overcome by the exercise of its due diligence, provided that Syndicate shall use reasonable efforts to avoid or remove such causes of nonperformance, shall suspend performance only for such period of time as is necessary as a result of such force majeure event and shall resume performance as quickly as reasonably possible.
Except as otherwise provided in these Terms, the Parties’ rights and remedies are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
All disclaimers, indemnities, and exclusions in these Terms shall survive termination of the Terms and shall continue to apply during any suspension or any period during which the Site is not available for you to use for any reason whatsoever.
These Terms of Services and our Privacy Policy constitute the sole and entire agreement between you and us with respect to your use of the Site, Syndicate and the services provided via the Site, and supersede any and all prior or contemporaneous representations, communications, or agreements (written or oral) made between you and us.
Should you have any question about these Terms, or wish to contact us for any reason whatsoever, please do so by contacting us using the contact information below.
Address: 1049 El Monte Avenue Ste C #560, Mountain View, CA 94040
Attention: Operations Department
Email: legal@syndicate.io