Website Terms of Use
These terms and conditions (the “Agreement”) govern use of and access to the World Wide Web site reposed at the domain
1. Parties To The Agreement. The Agreement governs all relations between: (a) Syn Group, LLC, a limited-liability company organized under the laws of the State of Nevada, United States of America, doing business as Synergistic Technologies and WebParticles among others, as the publisher of the Website, and Syn Group, LLC’s subsidiaries, affiliates, agents, employees, predecessors-in-interest, successors, and assignees (collectively “Syn Group”) and (b) each person accessing the Website in any fashion, singularly and collectively (“You” or “User”). This Agreement incorporates by reference the terms and conditions of Syn Group’s Privacy Policy (the “Privacy Policy”), also published on the Website, and by entering into this Agreement, You agree as well to the Privacy Policy.
2. Your Entry Into The Agreement. Your access to and use of the Website is subject to this Agreement and all applicable laws and regulations. You covenant, represent, and warrant that Syn Group has provided You with consideration for Your entry into the Agreement by providing You with access to the Website. By accessing and using the Website, You accept, without limitation or qualification, this Agreement. Syn Group may modify this Agreement by posting a revised version of the Agreement on the Website at any time and without any notice other than updating the “Last Modified” date appearing at the top of the Agreement. Any revisions to the Agreement shall be effective upon posing of the revised Agreement to the Website, and Your continued use of the Website constitutes Your acceptance of that revised version of the Agreement. This Agreement can only be modified in a writing signed by Syn Group and cannot be modified by You or any other User. If you do not wish to enter into the Agreement and accept all the Agreement’s terms without limitation or qualification, please cease use of the Website and exit the Website immediately.
3. Permitted Use of the Website. You may use the Website solely for the purpose of learning about Syn Group and Syn Group’s services and products, and purchasing products offered for sale by Syn Group. You may not use, reproduce, or distribute the text, graphics, downloads, tools, or any other content on the Website for any other purpose. The Website is not directed at children and contains content directed at adults only, and therefore You may not use the Website if You are under eighteen (18) years old. You shall not allow any use of the Website and/or viewing of Website Content by any natural person(s) who have not reached eighteen (18) years of age. Syn Group disclaims any responsibility or liability for any misrepresentations by You or any other viewer of Website Content regarding Your or any other natural person’s age.
4. Account Creation Required For Purchase. In order to make purchases from the Website, You must create an account (a “User Account”). You shall not utilize anyone else’s User Account, and You shall not provide another person with the username and password necessary to access Your User Account. In creating a User Account, You must provide accurate and complete information. You are solely responsible for the activity that occurs with respect to Your User Account and must keep Your User Account password secure. You must notify Syn Group immediately of any breach of security or unauthorized use with respect to Your User Account. Syn Group shall not be liable for Your losses caused by unauthorized use of Your User Account, and You may be liable for Syn Group’s losses arising from or related to unauthorized use of Your User Account. Unauthorized use of a User Account may result in termination of the User Accounts of the unauthorized user and/or the User Account holder.
5. Termination. Syn Group may, without cause or prior notice, and without liability to You or to any third party, immediately terminate Your access to and use of the Website, and/or Your User Account, in accordance with these Terms of Use, in Syn Group’s sole and absolute discretion. Any suspected fraudulent, abusive, or illegal activity that may be grounds for such termination may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Syn Group may have at law or in equity. Cause for such termination shall include, without limitation: (a) breaches or violations of the Terms of Use or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by You, (d) discontinuance of or material modification to the Website or any part thereof; (e) technical or security issues or problems; (f) inactivity; (g) engagement by You in fraudulent or illegal activities; and/or (h) no cause at all. Termination of Your User Account includes: (a) removal of access to all offerings and features on the Website; (b) deletion of Your password and all related information, files, and content associated with Your User Account; and (c) barring of further use of Your User Account. You may terminate Your User Account, this Agreement, and Your right to use Your User Account, at any time, and for any reason or no reason, by contacting us at webmaster@synergistictechs.com. Notwithstanding any termination of Your User Account, Your Website access, and/or this Agreement, Your obligations under this Agreement shall survive indefinitely.
6. Intellectual Property. Unless otherwise noted, the design of the Website, the Website as a whole, and content that is part of the Website (collectively the “Website Content”) constitute copyrighted material, trademarks, trade dress, and/or other intellectual property owned, controlled, or licensed by Syn Group or its affiliates. No portion of the Website Content, including trademarks may not be used by You for any commercial purpose without Syn Group’s written consent. All non-open-source software, scripts, graphics, and interactive features used on the Website constitute the property of Syn Group or its suppliers and/or licensors and You may not use it for any purpose other than accessing and using the Website. You may not change or delete any proprietary notices from materials printed or downloaded from the Website. Syn Group reserves all rights not expressly granted in and/or to any of the Website Content. Use of any metatags or other hidden text utilizing any Website Content is expressly prohibited. You shall not frame or utilize framing techniques to enclose or link to any Website Content without Syn Group’s express written consent. You shall not use any data-mining bots or other data-gathering and/or extraction tools on the Website or with respect to the Website Content.
7. Electronic Communications. When You visit the Website or send e-mails to Syn Group, or when Syn Group posts notices on the Website or communicates with You via e-mail, You are communicating with Syn Group electronically. By accessing and using the Website, You consent to receive communications from Syn Group electronically. You agree that all notices, disclosures, agreements, and other communications that Syn Group provides to You electronically satisfy any legal requirement that such communications be made to You in writing. Your consent to receive communications and do business electronically, and Syn Group’s agreement to do so, applies to all of Your interactions and transactions with Syn Group.
8. E-Mail. Syn Group may use Your e-mail address to send You messages regarding, without limitation, changes to features of the Website or services offered by Syn Group, newsletters, and additional messages regarding Syn Group’s products, services, and promotions that Syn Group believes may be of interest to You. If You no longer wish to receive such promotional e-mails from Syn Group, You may click the “Unsubscribe” link contained within each such e-mail.
9. Third-Party Links. Syn Group may link to sites operated by third parties. However, Syn Group has no control over these linked sites, all of which may have separate privacy and data-collection practices, independent of Syn Group. You access these third-party sites at your own risk. Syn Group specifically disclaims any responsibility if such third-party sites: (a) infringe any other third party’s intellectual property rights; (b) are inaccurate, incomplete, or misleading; (c) sell goods that are not merchantable or fit for a particular purpose; (d) do not provide adequate security; (e) contain viruses or other code or applications of a destructive nature; or (f) are libelous or defamatory. Syn Group does not endorse the content, or any products or services available, on such sites. While Syn Group welcomes Your feedback regarding such sites, Syn Group assumes no responsibility to act on such feedback, and any such feedback shall be non-confidential and non-proprietary.
10. Typographical Errors. In the event Syn Group mistakenly lists a product or service for sale at an incorrect price or with incorrect specifications, Syn Group reserves the right to refuse or cancel any orders for such incorrectly listed product(s) or services, whether or not such order has been confirmed and Your credit card charged. If Your credit card has been charged for the purchase and Your order is cancelled, Syn Group shall issue a credit to Your credit card account in the amount of the incorrect price charged. In no event shall Syn Group be obligated to provide you any product or service at an incorrectly listed price.
11. Colors. The colors of products depicted on the Website will display based on the settings of Your computer and/or monitor and may not accurately reflect actual product colors. As such, Syn Group makes no guarantees that actual colors of products or features will be the same as depicted photographically on the Website.
12. Disclaimer and Warranty. The Website, the Website’s content, and the materials and products depicted on the Website are provided as is, to the fullest extent permissible under applicable law. Syn Group hereby disclaims all warranties, whether express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. Syn Group does not represent or warrant that the Website’s functionality will be uninterrupted or error-free, that any defects in the Website’s functionality will be corrected, or that the Website or the server that makes the Website available are free of viruses or other harmful code or other components. Syn Group does not make any warranties or representations regarding the Website’s contents with respect to accuracy, usefulness, timeliness, reliability, or any other criterion.
13. Indemnification. You agree to indemnify, defend, and hold harmless Syn Group and Syn Group’s officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including attorneys’ fees, resulting from any violation of this Agreement or any activity related to Your use of the Website, including, without limitation, negligent or wrongful conduct, by You or any other person accessing the Website using Your Internet account. You are responsible for protecting and not disclosing Your username and password to others.
14. Limitation of Liability. Your use of the Website is at Your own risk. Neither Syn Group nor any of Syn Group’s subsidiaries, affiliates, officers, or directors, nor any of Syn Group’s agents or any other party involved in creating, producing, or delivering the Website or Website Content, are liable for any direct, indirect, punitive, incidental, special, consequential, or other damages arising from or related to the use of the Website, whether such allegations of damages are based on contract, tort, strict liability, or any other theory, even if Syn Group is advised of the possibility of any such damages.
15. Copyright Complaints. If You believe that Your copyright or other intellectual property rights have been infringed by Website Content, please provide the following information to Syn Group’s designated agent via email at webmaster@synergistictechs.com: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property; (b) a description of the copyrighted work or other work that You claim has been infringed; (c) a description of where the material that You claim is infringing is located on the Website; (d) Your address, telephone number, and email address; (e) a statement that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by You that the information in the notification is accurate, and, under penalty of perjury under the laws of the United States, that You are the copyright owner or are authorized to act on the copyright owner’s behalf.
16. Export Control. No software or technical data from the Website may be downloaded or exported into, or to a national or resident of, Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, any other country to which the United States has enacted an embargo of goods or technical data, or to anyone on the United States Department of the Treasury’s list of Specially Designated Nationals, or to anyone on the United States Department of Commerce’s Table of Deny Orders.
17. Law and Jurisdiction. These Terms of Use and Your use of the Website are governed by the laws of the State of Nevada, United States of America, without regard to choice-of-law provisions. The state and federal courts sitting in Clark County, Nevada, United States of America shall have exclusive jurisdiction over any disputes arising out of or relating to these Terms of Use and/or the Website. You covenant, represent, and warrant that the Website shall be deemed to be based solely in the State of Nevada, United States of America, and shall be deemed “passive,” and shall not give rise to specific or general jurisdiction over Syn Group in jurisdictions other than the State of Nevada.
18. Assignment. Syn Group may assign Syn Group’s rights and duties under these Terms of Use to any party at any time without notice to You. You may not transfer or assign any of Your rights, licenses, and/or obligations under the Agreement.
19. Language. The Agreement is written in the English language. Syn Group does not guarantee the accuracy of any translated version of the Agreement, and, to the extent any translated version of the Agreement conflicts with the English version, the English version controls.
20. Additional General Provisions. In the event any provision(s) of the Agreement is or are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision(s) shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in the fullest force and effect possible. No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term, and Syn Group’s failure to assert any right or enforce any provision under the Agreement shall not constitute a waiver of such right or provision. Headings are solely for convenience of reference and shall not affect the meaning, construction, or effect of any portion of the Agreement.
Terms of Service
SECTION 1: SCOPE
Except when otherwise specifically noted in the Agreement between Syn Group, LLC (CONSULTANT) and the CLIENT, these Provisions apply to all services performed and deliverables developed by CONSULTANT for or on behalf of CLIENT.
SECTION 2: ADDITIONAL SERVICES
Those services not specifically listed under scope of services are additional services. If authorized verbally or in writing by CLIENT, additional services may be performed by CONSULTANT for an additional professional fee.
SECTION 3: CLIENT’S RESPONSIBILITIES
CLIENT shall do the following in a timely manner so as not to delay the services of CONSULTANT:
3.1 Provide all criteria and full information as to CLIENT’S requirements and designate in writing a person with authority to act on CLIENT’S behalf on all matters concerning SERVICES.
3.2 Furnish to CONSULTANT all existing studies, reports, and other available data pertinent to the SERVICES; obtain or authorize CONSULTANT to obtain additional reports and data as required; and, furnish to CONSULTANT services of others required for the performance of CONSULTANT’s services.
3.3 Arrange for access and make all provisions for CONSULTANT to enter upon public and private property as required for CONSULTANT, its consultants and contractors to perform services. While CONSULTANT will take all reasonable precautions to minimize damage to the property, CLIENT understands that in the normal course of the work some damage may occur, the correction of which is not part of this Agreement.
3.4 CLIENT shall furnish, or cause to be furnished, to CONSULTANT all documents and information known to CLIENT that relate to the identity, location, quantity, nature, or characteristics of any hazardous materials or waste at, on or under the site.
3.5 CONSULTANT shall be entitled to use and rely upon the completeness and accuracy of all documents and information provided by CLIENT, and CLIENT’S Consultants and Contractors in performing CONSULTANT’S services necessary for this Agreement. CONSULTANT assumes no responsibility or liability for the accuracy or completeness of documents and information provided by client.
3.6 Provide and/or facilitate the acquisition of all documents, work visas, permits, licensing, etc. as required to perform business in the location of the proposed work if at a CLIENT site.
3.7 Client shall bear all costs incident to compliance with the requirements of this Section 3.
SECTION 4: PERIOD OF SERVICE
4.1 CONSULTANT’s Basic Services will be performed within the time period specified by the services contract or by the date stipulated in the Agreement.
4.2 CONSULTANT’s Services under this Agreement will be considered complete at the earlier of (1) the date when the work is accepted by CLIENT; or (2) thirty days after the date when the deliverables are submitted for final acceptance as applicable.
4.3 CONSULTANT’s Additional Services will be performed and completed within the time period agreed to in writing by the parties at the time such services are authorized.
4.4 If the CONSULTANT exceeds any agreed upon time period or completion date through no fault of CONSULTANT (including CLIENT failure to perform under Section 3 above), compensation for the completion of performance shall be subject to equitable adjustment at the rates detailed under this agreement or the prevailing CONSULTANT Time & Materials rate, whichever is greater.
SECTION 5: PAYMENTS TO CONSULTANT
In accordance with Schedule A of this document, payment for Services of CONSULTANT is as follows:
5.1 CONSULTANT will submit monthly statements for Professional Services rendered and for Reimbursable Expenses incurred. CLIENT shall make prompt payments in response to CONSULTANT’s monthly statements. CLIENT understands and agrees CONSULTANT may sell, transfer, assign, encumber or hypothecate its interest in any outstanding balance owed by CLIENT at CONSULTANT’s sole discretion and without notice to CLIENT.
5.2 CONSULTANT’s fees are quoted on the basis of prompt payment of bills rendered and continuous progress of the Scope of Work until final submission. Should the Services be stopped and then restarted after 30 days, a Restart Fee the greater of $500.00 or 1 percent of the lump sum price or not-to-exceed price plus cost of expenses will be charged per month of delay up to 10 percent.
5.3 Payment is due upon receipt of the invoice and is past due thirty (30) days from the invoice date. Interest will accrue on any account balance in arrears at a monthly rate of 1.5%. In addition, CONSULTANT may suspend services under this Agreement without notice until CONSULTANT is paid in full all amounts due for services, expenses, and charges, CONSULTANT may also file a lien as provided by law.
5.4 The fees for all services performed done on a time and materials basis may increase based on the standard Fee Schedule in effect at the time the service is performed. CONSULTANT will provide CLIENT with a 30 day advance notice of a change in the Fee Schedule.
5.5 The CLIENT shall pay the CONSULTANT for the performance of the services the charges as called out in Schedule D (herein after called the “Contract Amount”). A non-refundable retainer as specified may be required at contract signing, and will be credited towards any outstanding balance due on the final invoice. The Contract Amount shall not include any sales and/or use taxes associated with the services performed.
SECTION 6: COST CONSIDERATIONS
Opinions or estimates of probable cost, financial evaluations, feasibility studies, quantity take offs, economic analyses of alternate solutions, and other considerations prepared by CONSULTANT will be made on the basis of CONSULTANT’s experience and qualifications and represent CONSULTANT’s best judgment as an experienced professional. It is recognized, however, that CONSULTANT does not have control over the cost of labor, material, equipment or services furnished by others or over market conditions or contractors’ methods, and that any evaluation of any work to be performed must of necessity be speculative until its completion. Accordingly, CONSULTANT does not guarantee that proposals, bids or actual costs will not vary from opinions, evaluations or studies submitted by CONSULTANT to CLIENT.
SECTION 7: GENERAL CONSIDERATIONS
7.1 All documents prepared or furnished by CONSULTANT (including documents prepared or furnished by CONSULTANT’s independent professional associates and contractors) pursuant to this Agreement are instruments of services of the CONSULTANT and shall remain the property of the CONSULTANT. The CONSULTANT shall retain all common law, statutory and other reserved rights, including copyrights. CLIENT may make and retain copies for information and reference only. Documents are not intended or represented to be suitable for any commercial purposes by CLIENT or others. Any distribution and/or reuse without written authorization, verification or adaptation by CONSULTANT for the specific purpose intended will be at CLIENT’s sole risk and without liability or legal exposure to CONSULTANT, CONSULTANT’s independent professional associates or contractors. CLIENT shall indemnify and hold harmless CONSULTANT and CONSULTANT’s subcontractors, employees and agents from all claims, damages, losses, and expenses including attorneys’ fees at trial and on appeal, as well as CONSULTANT’S staff time and experts which arise out of or result there from. Any such distribution, modification, use or adaptation will entitle CONSULTANT to further compensation at standard CONSULTANT rates in effect at that time or the equivalent fixed value as determined by CONSULTANT.
7.2 The obligation to provide further services under this Agreement may be terminated by either party upon thirty (30) days written notice in the event of substantial failure by the other party to perform in accordance with the terms herein through no fault of the terminating party. In the event of any termination, CONSULTANT will be paid for all services rendered, reimbursable expenses incurred to the date of termination, and in addition, all expenses directly attributable to termination.
7.3 CLIENT shall not assign, sublet or transfer any rights under or interest in this Agreement (including, but without limitation, moneys that may become due or moneys that are due) without the written consent of CONSULTANT. Nothing contained in this paragraph shall prevent CONSULTANT from employing independent professional associates and contractors as CONSULTANT may deem appropriate to assist in the performance of its services.
7.4 CLIENT agrees to indemnify and hold harmless CONSULTANT, its employees, agents and subcontractors from all claims, suits, action, damages, losses, and expenses including reasonable attorneys’ fees and costs at trial and on appeal, to the extent arising out of the negligence, breach of contract or willful misconduct of CLIENT, CLIENT’S agents, officers, directors or employees.
7.5 In the event of any litigation or arbitration arising from or related in any way to this Agreement, the prevailing party shall be entitled to recover its reasonable costs incurred, including staff time, court costs, attorney fees and other claim related expenses at trial and on appeal. If execution on judgment occurs, the executing party is entitled to its reasonable attorney fees and costs for all execution activities including at trial and on appeal.
7.6 Nothing contained in this Agreement creates a contractual relationship or a cause of action in favor of a third party against either CONSULTANT or CLIENT. CONSULTANT’S services under this Agreement are being performed solely for the CLIENT’S benefit and not for the benefit of any other party. CLIENT agrees to include a provision in all contracts with contractors and other entities involved in the project to carry out the intent of this paragraph.
7.7 This Agreement may only be amended, supplemented, modified or canceled in writing and signed by both CONSULTANT and CLIENT.
7.8 CONSULTANT may charge a minimum of $100.00 per sheet for copies of documentation requested more than 5 years after the date of contract completion, assuming CONSULTANT retains such records.
7.9 CONSULTANT reserves the right to have photos taken during and within six months of the completion of a project-related activity and to use these photos including CLIENT identity and marks for any purpose. Further, CONSULTANT may erect appropriate signs at CLIENT sites indicating CONSULTANT’s role in the project, and retains approval authority over the use of its name on signs erected by others.
7.10 Any provision of this Agreement held to be unenforceable shall be deemed void, and all remaining provisions shall continue in full force and effect.
7.11 This Agreement shall be governed by the laws of the State of Nevada, United States of America, without regard to choice-of-law provisions. The state and federal courts sitting in Clark County, Nevada, United States of America shall have exclusive jurisdiction over any disputes arising out of or relating to this agreement.
SECTION 8: GENERAL LIMITATION OF LIABILITY
In recognition of the fees charged by CONSULTANT, the relative risks, rewards and benefits of the project to both CLIENT and CONSULTANT, CLIENT agrees that, to the fullest extent permitted by law, CONSULTANT’S total liability to CLIENT, contractors and subcontractors for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to the project or this Agreement, from any cause or causes, including but not limited to negligence, breach of contract, misrepresentation, errors, omissions or strict liability, shall be limited to available policy limits or the CONSULTANT’s fees paid under the contract, whichever is less. This limitation applies to CONSULTANT, its employees, agents, and, subcontractors.
SECTION 9: DISCLAIMER OF GUARNATEE
Nothing in this agreement or in any other statements made by CONSULTANT will be construed as a promise or guarantee about the outcome of any CLIENT matter or any related matter. CONSULTANT cannot make such promises or guarantees. CLIENT acknowledges that they have not received any promises or guarantees from CONSULTANT, and that any comments about the outcome of any matter are expressions of opinions only.
SECTION 10: CONFIDENTIAL MEDIATION
If a claim, dispute or other matter in question arises out of this Agreement, it shall be first mediated. In the event that a party to the mediation is unable to maintain confidentiality of the mediation, the non-breaching party may decline the mediation.
THIS AGREEMENT AND ALL EXHIBITS AND ATTACHMENTS INDICATED HERETOFORE CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THIS SUBJECT MATTER AND NO OTHER AGREEMENT, STATEMENT, PROMISE OR PRACTICE BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER SHALL BE BINDING ON THE PARTIES. THIS AGREEMENT MAY BE CHANGED ONLY BY A WRITTEN AMENDMENT SIGNED BY BOTH PARTIES.