The Service is available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Service. Synchronoss may refuse to offer the Service to any person or entity and may change its eligibility criteria, at any time, in its sole discretion.
Rules and Conduct
The Service is provided only for your use for internal business purposes. Any unauthorized use of the Service, including without limitation, any commercial use (such as, for example, resale to third parties), is expressly prohibited.
By way of example, and not as a limitation, you agree not to (a) take any action or (b) upload, post, submit or otherwise distribute or facilitate distribution of any content (including text, communications, software, images, sounds, data or other information) using any communications service or other service available on or through the Service, that:
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any party;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
imposes an unreasonable or disproportionately large load on Synchronoss’s computing, storage or communications infrastructure or attempts to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Synchronoss or any third party;
harvests or collects any information from the Site; or
impersonates any person or entity, including any employee or representative of Synchronoss.
Synchronoss may, at its sole discretion, immediately terminate your access to the Service should your conduct fail to strictly conform with any provision of this section. Synchronoss has no obligation to monitor the Service or any use thereof. However, Synchronoss reserves the right at all times and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental (including law enforcement) request.
Third Party Sites
The Service may permit you to link to other websites on the Internet, and other websites may contain links to the Site. These other websites are not under Synchronoss’s control, and you acknowledge that Synchronoss is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites and if you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk. The inclusion of any such link does not imply endorsement by Synchronoss or any association with its operators.
License to Synchronoss
If you upload, submit or otherwise disclose or distribute content of any kind at the Site or otherwise through the Service, then you hereby:
grant and agree to grant to Synchronoss, its affiliates and their assignees the perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit such content in any form and for any purpose, including without limitation, any concepts, ideas or know-how embodied therein;
represent and warrant to Synchronoss that you own or otherwise control all rights to such content and that disclosure and use of such content by Synchronoss (including without limitation, publishing content at the Site) will not infringe or violate the rights of any third party;
acknowledge that the content will not be treated confidentially, Synchronoss will have no obligations with respect to such content and no compensation will be paid with respect to the use of your Submission, as provided herein; and
agree that Synchronoss is under no obligation to post or use any content you may provide and Synchronoss may remove any such content at any time in its sole discretion.
Synchronoss may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. You may discontinue using the Service at any time. Upon any termination or discontinuance, you will immediately destroy all Content in your possession and certify to Synchronoss that you have done so.
THE SITE, CONTENT AND OTHER ASPECTS OF THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SYNCHRONOSS, AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND CUSTOMERS DO NOT WARRANT THAT: (A) THE SERVICE IS TIMELY, ACCURATE, COMPLETE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
Limitation of Liability
IN NO EVENT SHALL SYNCHRONOSS (OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR CUSTOMERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF this agreement, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, OR (C) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, EVEN IF SYNCHRONOSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
U.S. Government Restricted Rights
If any Content is being licensed by the U.S. Government, the Content and related documentation are commercial computer software and documentation developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, shall be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors. Use of the Content by the Government constitutes acknowledgment of Synchronoss’ proprietary rights in them.
You agree to defend, indemnify and hold harmless Synchronoss, its affiliates, licensors, suppliers and customers, and their officers, directors, employees and representatives, from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your use or misuse of the Service. Synchronoss reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Synchronoss in asserting any available defenses.
Synchronoss makes no representation that the Service is appropriate or available for use in locations outside the United States, and accessing the Service is prohibited from territories where doing so would be illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
Integration and Severability
Synchronoss®, ActivationNow®, PerformancePartner® and ConvergenceNow™ are trademarks or registered trademarks of Synchronoss in the United Stated and/or other countries. The names of actual companies and products mentioned at the Site may be the trademarks of their respective owners.
YOU MAY CONTACT SYNCHRONOSS AT THE FOLLOWING ADDRESS: