Synco Terms of Use

Last Updated: April 11, 2023

1. Welcome

Welcome to Synco! CakeTech, Inc. d/b/a Synco (“we,” “us,” “ours,” or “Synco”) provides an online business communications platform (the “Services”).

You are a user (“you,” “your,” “yours,” or “User”) granted access to the Services by a “Customer” of Synco. The Customer is probably your employer or someone you work for as a contractor. The Customer has separately agreed to our Synco Customer Terms of Service (“Customer Terms”).

Please review these Synco Terms of Use (“User Terms”) carefully. By using the Services, you agree to all of the terms and conditions in these User Terms and they become a binding legal commitment between you and Synco. Sometimes in these User Terms we call you and us a “party” or together, the “parties.” There are other defined terms throughout these User Terms. You can tell if a term is defined if it has quotation marks around it. Except for when we refer to you/your/yours, us/we/ours, or party/parties, defined terms are capitalized when used again in the User Terms.

IN THESE USER TERMS, YOU TO AGREE TO RESOLVE ANY DISPUTE WITH US THROUGH BINDING ARBITRATION (UNLESS YOU OPT OUT), AND TO WAIVE YOUR RIGHTS TO PARTICIPATE IN A JURY TRIAL OR IN ANY CLASS ACTION SUIT (UNLESS YOU OPT OUT) AS PROVIDED IN SECTION 7.

We reserve the right to update or modify these User Terms at any time without prior notice. We encourage you to visit this page regularly for any changes.

2. The Services and the Synco Property

Our Ownership of the Services and the Synco Property

We own all of the following, which we sometimes collectively call the “Synco Property”:

The Services
The “Platform,” which is the electronic systems, applications, and internet sites of Synco, including https://teamsynco.com and others, and through which we offer and provide the Services
The “Synco Content,” which is the content and other information created, derived, owned, or licensed by Synco that we make available in connection with the Services or on the Platform

Between you and us, we own all right, title, and interest to the Synco Property, all components and derivative works of the Synco Property, any suggestion, enhancement request, recommendation, correction, change, or other feedback regarding the Synco Property (“Feedback”), and the copyrights, patents, trade secrets, trademarks, and other intellectual property rights pertaining to any aspect of the Synco Property. You acquire no ownership interest, derivative work, or component of the Synco Property through your use of it. You are not granted right, title, or interest to use any trademark, service mark, logo, or trade name of Synco.

Errors, Inaccuracies, and Omissions

The Services, the Platform, or the Synco Content may contain typographical, technical, photographic, or other errors, inaccuracies, or omissions. We do not guarantee that the Synco Content or any other information contained in the Services or on the Platform is accurate, complete, or current. We have the right, but not the obligation to correct any errors, inaccuracies, or omissions.

Changes

You acknowledge that the Services, the Platform, or the Synco Content, including any feature, may be updated, removed, or otherwise be subject to change in our sole discretion and without notice to you. While we may have obligations to the Customer with respect to changes to the Services, you agree that we will not be liable to you or any third party for any change, suspension, or discontinuance of the Services, the Platform, the Synco Contents, or any feature of them.

Third-Party Links and Services

The Services may include links, integrations, or connections to third-party websites, applications, or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application, or service. We do not warrant, and are not responsible for, the services, products, statements, or claims made by or about a third party, or the actions or omissions of any third party. You must review and comply with any third-party terms of service or other provisions.

3. Your Use of the Services

Your Permitted Use

You must be 18 years of age or older to use the Services. You must be invited to use the Services by a Customer. The Services may only be used for the internal business purposes of the Customer. The Services are not intended for personal use or use by consumers (for example, tenants). You represent that you are 18 years of age or older, you are authorized to use the Services by the Customer, and you will only use the Services for the internal business purposes of the Customer.

You must comply with all of the terms and conditions contained in these User Terms while you access or use the Services or other Synco Property. Please contact the Customer if you at any time or for any reason want to terminate your access to the Services, including if you do not agree with these User Terms or any update or change to these User Terms.

Feedback and Comments

We encourage you to submit Feedback to us. We own all Feedback you provide to us, as well as all improvements, modifications, and changes to the Synco Property based on such Feedback. If you provide us with Feedback via the Services or any other method, you assign us all right, title, and interest to the Feedback. To the extent that we require further rights, you grant us an exclusive, royalty-free, perpetual, irrevocable, transferable, and sublicensable worldwide license to access, store, process, use, copy, modify, remove, translate, display, perform, publish, disclose, distribute, transfer, sublicense, and export Feedback you provide, in any form or medium, without restriction. You may not repost, republish, or redistribute Feedback. We have the right, but do not assume any responsibility to review, screen, or approve Feedback. We have no obligation to keep Feedback confidential, to pay you any compensation for Feedback, or to respond to any Feedback. You are solely responsible for the accuracy and legality of any Feedback you make. We take no responsibility and assume no liability for any Feedback posted or transmitted by you or a third party.

Content You Submit via the Services

When you or another user submits content or information other than Feedback (such as data, text, audio, video, or images) in connection with the use of the Services and the Platform at any time, it becomes property of the Customer (“Customer Content”). You acknowledge and agree that, among you, us, and the Customer, the Customer Content is owned by the Customer and the Customer has control over the access to and use of Customer Content submitted by you. We are not responsible or liable for the Customer Content, including the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Content.

The Customer has authorized us to access, store, process, use, copy, modify, translate, display, publish, disclose, distribute, transfer, remove, and export Customer Content as reasonably necessary: (a) to provide, maintain, update, or enhance the Services or the Platform; (b) to prevent or address service, security, support, or technical issues; (c) as otherwise permitted by the Customer Terms; (d) in accordance with, or as required applicable law, legal process, or governmental request; (e) to enforce or defend our rights or carry out our obligations; or (f) as permitted in writing by Customer (collectively, the “Authorized Uses of Customer Content”).
We may delete any and all Customer Content at the termination of the Services.

The Relationship Between You, the Customer, and Us

As between us and the Customer, you agree that it is solely the Customer’s responsibility to:

Provide the required notices to you, or receive the proper authority or consent from you, for the Customer or us to collect, use, process, disclose, or transfer the Customer Content (including personal information)
Ensure that the collection, use, processing, disclosure, or transfer of the Customer Content (including personal information) as provided by the Customer Terms is lawful
Respond to your requests or inquiries regarding the Customer Content (including personal information)
Resolve any dispute with you regarding the Services or the Customer Content (including personal information)

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use personal information.

Prohibited Uses

You will not do any of the following in connection with the Services, collectively the “Prohibited Uses”:

Decompile, disassemble, or reverse engineer the Services or the Platform, or attempt to obtain or perceive the source code from which any component of the Services or the Platform is compiled or interpreted
Duplicate or create any derivative product from the Synco Property or any component of the Synco Property
License, sublicense, lease, resell, or transfer any of the Synco Property to a third party or allow third parties to gain access to the Synco Property
Access the Synco Property if you are a direct competitor of us, access the Synco Property for a competitive purpose, or provide any Synco Property, directly or indirectly, to any competitor of ours (including any screenshots of the Services or reports regarding the Services)
Remove any copyright, trademark, or other proprietary notions from the Synco Property
Transmit material containing viruses, malware, or other harmful or deleterious computer code, files, scripts, agents, or programs through the Services or the Platform
Interfere with or disrupt the integrity or performance of the Services or the Platform
Attempt to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services or the Platform
Conduct any denial of service (DoS) attack on the Services or the Platform or otherwise attempt to disrupt, disable, or overload the Services or the Platform
Attempt to gain access to the Services or the Platform by automated means, such as bots
Attempt to gain unauthorized access to the Services, the Platform, or the computer systems or networks related to the Services
Create a false identity or attempt to mislead others as to your identity or the identity of the sender or the origin of any data or communications
Use the Services or the Platform to violate any law or rights of others
Interfere with another person’s use and enjoyment of the Services or the Platform
Use or export the Synco Property in violation of US export laws and regulations

Suspension of Your Access and Removal of Content

We may suspend your access to the Services or remove any content you submit immediately and indefinitely if we, in good faith, believe: that you have materially breached any provision of these User Terms; that you are using the Services in a manner that threatens the security, integrity, or reliability of the Services; that there has been unauthorized access or fraud related to your access to the Customer’s account or the Services; or that the provision of the Services (or a portion thereof) will expose us, the Customer, or you to legal, regulatory, or compliance risk.

4. Your Access to the Customer’s Account

You may create or obtain access credentials (for example, username and password) to the Customer’s account to access certain features of the Services. You must have unique access credentials. You may not share access credentials with another user. You are responsible for maintaining the confidentiality of your access credentials. You agree to use prudent and reasonable efforts to prevent unauthorized access to or use of the Customer’s account. You will notify us and the Customer immediately of any unauthorized access to or use of your access credentials or the Customer’s account. We have no liability to you for any unauthorized access to or use of your access credentials or the Customer’s account caused by your acts, omissions, or breach of these User Terms.

You are solely responsible for backing up Customer Content and taking appropriate steps to safeguard and ensure the integrity of Customer Content you submit or maintain in connection with the Services. We will not be responsible for any backup, recovery, or other steps to ensure Customer Content is recoverable in the event of a data loss. We expressly disclaim any obligations with respect to storage of Customer Content.

5. Confidentiality

“Synco Confidential Information” means all information we disclose to you that is designated by us as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Any feature or function of the Services, the Platform, or the Synco Content that has not been made public (for example, it is only available to beta users) is considered Synco Confidential Information. However, Synco Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to us, (b) was known to you prior to our disclosure without breach of any obligation owed to us, (c) you received from a third party (not us or the Customer) without breach of any obligation owed to us, or (d) was independently developed by you.

You agree to keep all Synco Confidential Information confidential and to only use Synco Confidential Information in connection with your permitted use of the Services.

6. Disclaimers and Limitation of Liability

WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, WHICH ARE PROVIDED TO YOU “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.”

WE HAVE NO LIABILITY FOR CERTAIN TYPES OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO LIMIT CLAIMS FOR DAMAGES (OR OTHER MONETARY RELIEF) AGAINST US TO DIRECT AND ACTUAL DAMAGES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THIS MEANS THAT YOU WILL NOT SEEK ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TREBLE, OR PUNITIVE DAMAGES FROM US. WE HAVE NO LIABILITY FOR DAMAGES RELATED TO: unauthorized access to, loss, or theft of your information or data, lost profits, costs of delay, failure of delivery, business interruption, costs of procurement of substitute goods, services, or technology, or personal injury or death. We have no liabilities to third parties arising from any source. These limitations apply regardless of the cause of the damages, including negligence by us or our third-party providers, licensors, or suppliers. These limitations apply even if we have been advised of the possibility of such damages. These limitations apply without regard to whether other provisions of these User Terms have been breached or proven ineffective. These limitations also apply to any claims you may bring against any third party to the extent that we would be required to indemnify that third party for such claim.

WE ARE NOT LIABLE FOR DAMAGES OUT OF OUR CONTROL. You agree that we are not liable for delays, problems, or damages caused by you or a third party, by any act of nature, by any act beyond our reasonable control (for example, war, terrorist acts, labor disputes, government actions, pandemics), or by any criminal activity by someone unrelated to us.

YOU AGREE TO LIMIT THE AMOUNT OF DAMAGES PAYABLE BY US. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SYNCO, OUR AFFILIATES, AND OUR THIRD-PARTY PROVIDERS, LICENSORS, OR SUPPLIERS TO YOU ARISING OR RELATING TO THESE USER TERMS IS $100.

YOU AND WE AGREE TO LIMIT THE DEADLINE TO BRING CLAIMS. To the fullest extent permitted by law you and we each agree that all claims related to these User Terms must be brought within 2 years of the date the claim arises (even if applicable law provides for a longer statute of limitations).

YOU AND WE WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS OF LIABILITY. The limitations of liability in this Section 6 constitute an important part of these User Terms and are among the reasons you and we are willing to enter into the agreements in these User Terms.

7. Disputes and Claims

Step 1: Customer Dispute Process

If you have a dispute with or claim against us, you should bring it to the Customer first, who should then resolve the dispute or claim directly with us under the procedures stated in the Customer Terms. Likewise, if we have a dispute with or claim against you, we will, in most cases, ask the Customer to take action directly with you rather than have us intervene. We may directly take appropriate action against you (such as suspending your access) if the Customer does not take appropriate action or if we believe that our direct action is necessary and authorized by these User Terms or the Customer Terms.

Step 2: Informal Dispute Resolution

If your dispute with or claim against us cannot be resolved through the Customer, you must give us an opportunity to resolve your claim informally by sending a written description of your claim to legal@teamsynco.com. You and we each agree to negotiate your claim in good faith. You agree that you may not commence any arbitration or court proceeding unless you and we are unable to resolve the claim within 60 days after we receive your claim description and you have made a good faith effort to resolve your claim directly with us during that time.

Step 3: Binding Arbitration

YOU AND WE EACH AGREE THAT, EXCEPT AS PROVIDED IN THIS SECTION 7, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING THESE USER TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION. This includes any claims against other parties relating to the Services provided to you (such as our third-party providers, licensors, and suppliers) whenever you also assert claims against us in the same proceeding. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THESE USER TERMS AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).

Your Choice to Opt Out of Arbitration

Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE YOU CREATED OR OBTAINED YOUR ACCESS CREDENTIALS TO THE CUSTOMER’S ACCOUNT (the “Opt Out Deadline”). You may opt out of these arbitration procedures by sending an email to legal@teamsynco.com and clearly stating that you wish to opt out of the arbitration procedures in the User Terms. Any opt-out received after the Opt Out Deadline will not be valid and you will be required to pursue your claim in arbitration.

Arbitration Procedures

If we are unable to resolve your claim within 60 days despite those good faith efforts, then either you or we may start arbitration or court proceedings. To begin arbitration, you must send a written letter requesting arbitration and describing your claim to our registered agent at CakeTech, Inc. d/b/a Synco c/o Registered Agent Solutions, Inc., 838 Walker Road, Suite 21-2, Dover, DE 19904 and to the American Arbitration Association (“AAA”). You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration of all disputes will be administered by the AAA under its Commercial Arbitration Rules in effect at the time the arbitration is commenced, except to the extent any of those rules conflicts with these User Terms, in which case these User Terms will govern. If we are the prevailing party, we may seek reimbursement of reasonable attorneys’ fees and costs in arbitration unless prohibited under applicable law.

Class Action Waiver

YOU AND WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION. If we believe that any claim you have filed in arbitration or in court is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver. If a court or arbitrator determines in an action between you and us that any part of this class action waiver is unenforceable with respect to any claim, this class action waiver will not apply to that claim, but will still apply to any and all other claims that you or we may assert in that or any other action.

Your Choice to Opt-Out of Class Action Waiver

Notwithstanding the above, YOU MAY OPT-OUT OF THE CLASS ACTION WAIVER WITHIN 30 DAYS FROM THE DATE YOU CREATED OR OBTAINED YOUR ACCESS CREDENTIALS TO THE CUSTOMER’S ACCOUNT (the “Opt Out Deadline”). You may opt out of the class action waiver by sending an email to legal@teamsynco.com and clearly stating that you wish to opt out of the class action waiver in the User Terms. Any opt-out received after the Opt Out Deadline will not be valid and you will be prohibited from pursuing your claim via a class action. You cannot be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with these opt out requirements.

Injunctive Relief

You and we acknowledge and agree that a breach by you of your responsibilities under Sections 3, 4, or 5 of these User Terms, could cause us irreparable harm for which monetary damages would not be an adequate remedy. You and we agree that, in the event of such breach or threatened breach, that we will be entitled to equitable relief, including, without limitation, a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. The binding arbitration provision this Section shall not apply to requests for injunctive relief under this paragraph, which may be brought in arbitration or court proceedings. These remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Collection Actions

You and we agree that we may pursue claims to collect amounts due in connection with the Services in court proceedings or arbitration, at our sole option. The binding arbitration provision in this Section 7 shall not apply to actions brought by us to collect amounts due in connection with the Services.

Jury Trial Waiver

If a claim proceeds in court rather than through arbitration, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Notice and Procedure for Making Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes upon their rights under US copyright law. If you believe that materials we host on or through the Services or the Synco Contents infringe upon your copyright rights, you may request that the material be removed or that access to it be blocked. If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Your notice or counter-notice to us must include all of the following:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
A description of the copyrighted work that you claim has been infringed upon
A description where the material that you claim is infringing is located in the Services on the Platform
Your address, telephone number, and email address
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Notices and counter-notices must meet the statutory requirements imposed by the DMCA. We suggest that you consult your legal advisor before submitting a notice or counter-notice. Please be aware that there can be substantial penalties for false claims. DMCA notices and counter-notices for the Services should be sent to: legal@teamsynco.com. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.

8. General

Choice of Law

These User Terms are governed by the laws of the state of New York, without regard to the conflicts of laws rules. Arbitration or court proceedings in state or federal court, as applicable, must be brought in New York City, New York or the state or jurisdiction in which you reside, but not outside of the United States.

No Application of Consumer Law

The Services may only be used for the internal business purposes of the Customer and are not intended for personal use or use by consumers. To the fullest extent permitted by law, you acknowledge and agree that consumer laws do not apply to your use of the Services.

Notices

You may deliver notices to us by email to legal@teamsynco.com. If you are commencing an arbitration or legal proceeding against us, you must send notice of the arbitration or legal proceeding to our registered agent at CakeTech, Inc. d/b/a Synco c/o Registered Agent Solutions, Inc., 838 Walker Road, Suite 21-2, Dover, DE 19904. We may deliver notices to you via email, mail, or electronic means using your contact information in the Customer’s account or by posting the notice on the Platform. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing. Notices delivered by a nationally recognized courier (for example, UPS and FedEx) are considered delivered when received.

Electronic Communications and Signatures (E-Sign) Consent

We may need to provide you with certain communications, notices, agreements, or disclosures (“Communications”) in writing regarding the Services. You agree and consent to receive Communications electronically from Cake, our affiliates, and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (“E-Sign Consent”). You also acknowledge and agree that you have the ability to receive Communications electronically. You may withdraw your consent to receive Communications electronically at any time by sending us notice specifying your request at the email address in the Notice Section above. If you choose to withdraw your consent, we may terminate your access to the Services.

Assignment

You are prohibited from assigning these User Terms to a third party without the prior written consent of us. We may assign these User Terms and/or our rights and obligations under these User Terms, in whole or in part, without notice to you or your consent: (i) in connection with a merger, acquisition, corporate reorganization or sale of substantially of all our assets, or (ii) to an affiliate of ours. Subject to the foregoing restrictions on assignment, these User Terms will bind and inure to the benefit of your and our respective successors and permitted assigns.

Waiver

You and we cannot waive any provision of these User Terms except in a writing signed by you and us. Our failure to insist on or enforce strict performance of any provision of these User Terms or any of our rights is not a waiver of any provision or right.

Severability

If any part of these User Terms is held invalid or unenforceable, that part may be severed from these User Terms to the minimum extent necessary to cure such invalidity or unenforceability.

Amendment

We reserve the right to amend these User Terms at our discretion and at any time. When we do, we will post the revised terms with a new “Last Updated” date. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes and the User Terms as amended. We encourage you to visit this page regularly for any changes.