The materials on the www.synchronoss.com website (the “Site”) are provided by Synchronoss Technologies, Inc. as a service to its customers and may be used for informational purposes only. The following terms and conditions govern all use of the Site, all of the materials, documents, text, images, graphics, animation, videos, software and other information and content included in or available at the Site (“Content“) and the services available at the Site (taken together with the Site and the Content, the“Service“). The Service is owned and operated by Synchronoss Technologies, Inc. (“Synchronoss“). The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this Site by Synchronoss (collectively, the “Terms of Use”).

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.

If you do not agree to all of these Terms of Use, then do not access or use the Service. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING ANY CONTENT OR BY COMPLETING THE REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE.

Changes

Synchronoss reserves the right, at its sole discretion, to modify or replace any of these Terms of Use at any time. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Except as just specified, these Terms of Use may not be amended except by written instrument executed by you and Synchronoss.

Privacy

Synchronoss’ current privacy policy is available here (the Privacy Statement), which is incorporated by this reference. Synchronoss will not edit, delete or disclose the contents of your data in connection with the Service unless (1) reasonably necessary to perform the Service, (2) authorized by you, (3) otherwise permitted under the Privacy Statement or (4) Synchronoss is required to do so by law or regulation, or in the good faith belief that such action is necessary (i) to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, (ii) to protect or defend the rights or property of Synchronoss or any other user or (iii) to enforce the Terms of Use.

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.

As conditions of your use, you promise not to use the Service for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Synchronoss; you agree to abide by all applicable local, state, national and international laws and regulations; and you agree not to provide Synchronoss with any confidential or proprietary information that you desire or are required to keep secret.

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:

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, profane or which otherwise violates the Terms of Use or any law in any jurisdiction;
• 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.

Proprietary Rights

You agree that the Site, Content and all other aspects of the Service are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Synchronoss in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Service. However, you may print or download one copy of the Content for your internal non-commercial use only unless specifically licensed to do otherwise by Synchronoss in writing or as allowed by any license terms which accompany or are provided with individual Content. This is a license, not a transfer of title, and you may not: (a) modify the Content or use them for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble software Content except and only to the extent permitted by applicable law or unless specifically licensed to do otherwise by Synchronoss in writing or as allowed by any license terms which accompany or are provided with individual Content; (c) remove any copyright or other proprietary notices from the Content; or (d) transfer the Content to any other person or entity. You agree to prevent any unauthorized copying of the Content. Except as expressly granted in these Terms of Use, no other license is granted (by implication, estoppel or otherwise), no other use is permitted and Synchronoss (and its licensors) shall retain all right, title and interest in and to the Site, Content and all other aspects of the Services.

If the download of any Content is accompanied by a separate download agreement, clickwrap license agreement or similar agreement (each, a “Download Agreement”), then you also agree to be bound by the terms of the Download Agreement. To the extent that any provisions in these Terms of Use are inconsistent with or conflict with the provisions of any Download Agreement, then the provisions of the Download Agreement shall control.

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.

Termination

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.

No Warranties

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.

Indemnification

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.

International Use

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.

Dispute Resolution

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Synchronoss agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflicts of law rules, and the United States of America. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of this Service shall be filed only in the state or federal courts located in New Jersey, USA, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.

Integration and Severability

These Terms of Use (together with any applicable Download Agreement) are the entire agreement between you and Synchronoss with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Synchronoss with respect to this Service. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable.

Miscellaneous

These Terms of Use and access to the Service contemplated hereunder are personal to you, and are not assignable, transferable or sublicensable by you except with Synchronoss’s prior written consent. Synchronoss may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. You may not use or export the Content in violation of U.S. export laws and regulations. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Copyright and Trademark Notices

Unless otherwise indicated, these Terms of Use are Copyright © 2007 Synchronoss Technologies, Inc. All rights reserved.

Unless otherwise indicated, all Content provided by Synchronoss is Copyright © 2000-2007 Synchronoss Technologies, Inc. All rights reserved.

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.

Synchronoss’ trademarks may be used publicly with permission only from Synchronoss, and nothing in these Terms of Use shall be construed as granting such permission. Fair use of Synchronoss’ trademarks in advertising and promotion of Synchronoss products and services requires proper acknowledgement.

YOU MAY CONTACT SYNCHRONOSS AT THE FOLLOWING ADDRESS:

Synchronoss Technologies, Inc.
200 Crossing Boulevard
Bridgewater, NJ 08807

Tel: (866) 620-3940

Email: Contact Us