Terms and Conditions

Syncopate, Corp. · Last Updated: September 18, 2023

These Terms and Conditions (the “Terms and Conditions” or “Terms”) constitute the legal agreement between you and SYNCOPATE, CORP., a Delaware corporation (“Syncopate” or the “Company”) with respect to your use of Syncopate’s reports, products, and other services, including any related technology platforms (collectively the “Services”), as provided to you pursuant to an Agreement (as defined herein) or otherwise.

Your receipt and use of the Services is expressly conditioned on your consent to these Terms and Conditions. If you are entering into these Terms and Conditions on behalf of any entity, you represent and warrant that you are authorized to accept them on such entity’s behalf.

The effective date of the Agreement (the “Effective Date”) is the date upon which you accept these Terms and Conditions via the Syncopate website, email or other signature, or any successor website thereto (the “Syncopate Site”).

Upon receipt by the Company of your signed Terms and Conditions or by clicking on the “I Accept” button below, and your access and use of the Services, you, and if applicable, the entity or partnership you represent (collectively, “you” or “your”), hereby acknowledge and agree that you have read the following Terms and Conditions and you agree to be bound by all of them. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT ACCESS OR USE THE SERVICES.

1. Definitions

“Agreement” means your Agreement, submitted to the Company either online via the Syncopate Site or through other means, to purchase, obtain or use any reports or other Services.

“Syncopate Platform” means the Services and all software, technology, web-based software modules or materials used by Syncopate or its Service Providers in the provision and operation of the Services or otherwise supplied by Syncopate to you in connection with the provision or receipt of Services (including but not limited to the Syncopate Site).

“Service Providers” means any of Syncopate’s authorized licensors, suppliers, vendors, information providers or other third parties that provide, from time to time, any data, information, content, application, tool, feature or service for purposes of supporting the Services.

“User Content” means information, in any form, uploaded to the Syncopate Platform or otherwise provided to Syncopate by you in connection with the provision of Services by the Company.

2. Services

You hereby authorize Syncopate to perform the Services set forth in an Agreement in accordance with these Terms and Conditions. You acknowledge that Syncopate may use Service Providers to perform certain aspects of the Services provided to you. In order to use the Services, your computer hardware, software and internet connectivity must meet certain minimum requirements as may be specified by Syncopate from time to time. Syncopate bears no liability or responsibility if you cannot access the Services due to a failure to meet such minimum requirements. The Syncopate Platform is provided as a free service to distribute the Services. Use of the Syncopate Platform may be suspended at any time without notice.

3. Registration Accounts

Any Agreement shall include all required information to enable Syncopate to perform the Services for you including but not limited to the type of Service, customer name, address and other relevant information as determined by the Company in its reasonable discretion. In registering for the Services and creating a password-protected customer user account (your “Account”), you will be required to provide us with certain identifying information.

You are responsible for (a) protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information that have been provided to you or that are generated in connection your use of the Services and (b) for all activities that occur in connection with your Account. You are responsible for maintaining the confidentiality of your username and password and for ensuring that your username and password are used only by you.

You will notify Syncopate immediately of any suspected or actual unauthorized use or your data, account, usernames and passwords, or any other breach of security with respect Syncopate’s Platform of which you are aware or should have been aware. You agree to provide true, current and accurate information to Syncopate as required for you to access and use of the Services and you will update the same information as necessary from time to time.

4. Limited License

Subject to these Terms and Conditions and any applicable Agreement, Syncopate hereby grants you, and you hereby accept, a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license to use and access the Syncopate Platform and the Services solely and exclusively for internal business purposes only and in accordance with these Terms and the terms set forth in any applicable Agreement.

Unless otherwise agreed to in writing by an authorized Syncopate officer, you may not distribute any of the Services to any third party or use the Services in connection with providing advice or recommendations to others, publish information in the news media, or incorporate or use information in any kind of database or marketing list to be provided to a third party. Syncopate hereby reserves all rights not expressly granted to you in this Agreement. Syncopate may terminate your license and this Agreement at any time for any reason.

5. Proprietary Rights

You acknowledge that the Services consists of information gathered, selected, coordinated and arranged by Syncopate or its Service Providers at considerable time, skill, effort and expense, and by the application of procedures, editorial standards, definitions, systems and judgment proprietary to Syncopate or its Service Providers. As between you and Syncopate, Syncopate or its applicable Service Providers own and reserve all right, title, and interest in and to the Services, including without limitation any software or technology utilized in the provision or use of the Services, the content, and all intellectual property rights therein. You shall not remove any trademark, copyright, or any other proprietary notices from the Services or any printouts or reports derived from the Services.

6. Third-Party Services

Your use of the Services may require the use of certain third-party products and services (“Third-Party Services”). Use of any Third-Party Services is at your sole risk. Such Third-Party Services will be governed by separate terms and conditions, separate privacy policies relating to the usage of data you may share through the Third-Party Services in the course of using the Services, other applicable policies, and may include separate fees and charges.

The Company may display content from third parties (“Third Parties”) through the Services or provide information about or links to Third-Party Services. Your interactions with any such Third Parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable Third Parties. The Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services.

7. Applicable Laws

The Services, the Syncopate Platform, and your purchase, use, or access thereto are subject to various local, state, federal, or international laws, statutes, treaties, regulations, orders, and certain requirements and obligations relating thereto (collectively, “Applicable Laws”). At all times, you shall comply with all Applicable Laws. As applicable, you agree to cooperate with Syncopate, and to take such actions or provide such documents to Syncopate, as the latter may deem necessary or required, to demonstrate compliance with all Applicable Laws.

8. User Content

(a) Use and Access

In connection with the Services, Syncopate may, in its sole discretion, require or enable you to upload, post, send, receive, and store user content provided by you or on your behalf (“User Content”) on the Syncopate Platform, or to update, edit, and view your User Content. You are solely responsible for all User Content that you make available on or through the Syncopate Platform or otherwise provided to the Company, and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such User Content.

(b) Limited License to Company

By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Syncopate Platform, and in consideration of the Services and other good and valuable consideration, you hereby grant to the Company a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to all such User Content, to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit such User Content to provide Services to you or to any other party (the “Company License”).

(c) User Content Deletion, Rectification, and Access Requests

You may contact us at any time at [email protected] to submit (i) a User Content deletion request; (ii) a User Content rectification request; and/or (iii) a data access request. Any request shall be fulfilled no later than thirty (30) days following the Company’s receipt thereof.

(d) Company Protection of Confidential Information

The Company acknowledges that the User Content may include Confidential Information, without which the Company would not be able to perform the Services. At all times during the provision of the Services and thereafter, the Company shall use its best efforts to hold in confidence, and shall not use, except to the extent necessary for the Company to perform the Services, and shall not disclose to any person, firm, corporation or other entity, without written authorization from you, any Confidential Information provided by you.

9. Prohibited Activities

As a condition of your access to and use of the Services and the Syncopate Platform, you will not and will not permit, cause, assist, enable, or induce any other person:

  • To violate any provision of these Terms or any other Agreement between the Company and you
  • To violate any Applicable Law
  • To violate the rights of any Third Party or any other person
  • To purchase, copy, store, or otherwise access or use any Service in any manner that falsely implies Company endorsement
  • To create or compile, directly or indirectly, a collection, compilation, database or directory without the express written consent of the Company
  • To sell, transfer, or otherwise make any unauthorized use of any Service
  • To use, display, mirror, or frame the Syncopate Platform or Services without Company’s written consent
  • To circumvent any technological measure implemented by the Company to protect the Platform or Services
  • To interfere with, disrupt, or create an undue burden on the Syncopate Platform
  • To post, upload, publish, submit or transmit any User Content that is fraudulent, false, misleading, or deceptive

10. User's Representations and Warranties

You hereby represent and warrant that:

  • Your use of the Services shall at all times be in accordance with all Applicable Laws and these Terms
  • You have all requisite right, power, and authority to enter into this Agreement
  • You are either the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary
  • Neither the User Content nor your use thereof will infringe any intellectual property rights or violate any Applicable Law

11. Termination

(a) Termination by Company

The Company may terminate your access to the Services or the Syncopate Platform immediately, without notice or liability, if: (i) you have breached any of your obligations under these terms; (ii) you have violated any Applicable Law or the rights of any Third Party; (iii) you have provided inaccurate, fraudulent, outdated or incomplete information; or (iv) the Company believes in good faith that termination is reasonably necessary.

(b) Effect of Termination

When this Agreement has been terminated, you are not entitled to a restoration of your Company account or any of your User Content. You will not be entitled to a refund of any paid Services.

12. Site and Services "As Is" and at User’s Own Risk

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE, THE SERVICES, AND ALL CONTENT THEREIN ARE STRICTLY PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, TITLE, OR NON-INFRINGEMENT.

13. No Representations or Warranties by Company

COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE ACCURACY OR RELIABILITY OF ANY SITE CONTENT. YOU ACKNOWLEDGE THAT THE SITE MAY INCLUDE INCORRECT OR OUTDATED INFORMATION, TECHNICAL INACCURACIES, OR TYPOGRAPHICAL ERRORS AND THAT THE COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE OR ITS CONTENT.

14. Limitations of Company's Liability

NEITHER THE COMPANY NOR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS SHALL BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY EXCEED THE GREATER OF $500.00 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

15. Indemnification

USER HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND THE COMPANY PARTIES FROM ALL DAMAGES, CLAIMS, COSTS (INCLUDING ATTORNEYS’ FEES AND COSTS), DEMANDS, LOSSES, LEGAL ACTIONS, CAUSES OF ACTION, LITIGATION, OR OTHER LIABILITIES ARISING OUT OF IN CONNECTION WITH ANY BREACH OF THE AGREEMENT BY SUCH INDEMNIFYING PARTY; ANY VIOLATION OF ANY APPLICABLE LAW; AND/OR THE UNAUTHORIZED USE OF SITE CONTENT.

16. Modification to Terms and Conditions

Syncopate may modify the terms and conditions of this Agreement at any time, and without notice for future Orders. The revised terms shall be effective upon your acceptance. By continuing to use, receive or order the Services after the effective date of any revisions to these Terms and Conditions, you agree to be bound by the revised Terms and Conditions.

17. Dispute Resolution and Arbitration

(a) Arbitration of Disputes

EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION, ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, OR ANY BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES.

(b) Arbitration Rules and Governing Law

This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration will be administered by AAA applying the substantive law of the State of Delaware and the United States of America, without regard to conflict-of-law provisions.

(c) Modification to AAA Rules

Any arbitration hereunder shall be conducted, as shall be determined by the Company, at a physical location determined by the Company, via phone or video conference, or any combination thereof.

(d) Exceptions to Arbitration

Notwithstanding any provision to the contrary, the Company may require that claims relating to breach or intellectual property infringement shall be heard in a judicial proceeding.

(e) Jurisdiction and Venue

These Terms shall be interpreted in accordance with the laws of the State of Delaware. Judicial proceedings shall be brought in state or federal court in New Castle County, Delaware.

(f) Costs, Expenses, Attorneys' Fees

The Company shall be entitled to all costs and expenses, including but not limited to reasonable attorneys’ fees, associated with enforcing these Terms.

(g) Jury Trial Waiver

YOU AND THE COMPANY ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL DISPUTES UNDER THE AGREEMENT.

18. Notices Under the Digital Millennium Copyright Act

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent:

Syncopate, Corp.
3 Guyenne Road
Wilmington, DE 19807
Attn: Privacy Officer
Email: [email protected]

19. General Provisions

(a) Entire Agreement

These Terms constitute the entire Agreement between the Company and you pertaining to your purchase, receipt, and use of, and access to, the Services and the Syncopate Platform.

(b) Survival

Upon termination, the provisions of the Agreement that reasonably shall survive termination will remain in effect, specifically including Proprietary Rights, User Content, Disclaimers, Limitations on Liability, Indemnification, and Dispute Resolution.

(c) No Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

(d) Severability

If any of these Terms are held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

(e) No Waiver

The Company’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision.

(f) No Assignment

You may not assign, transfer or delegate this Agreement without the Company’s prior written consent. The Company may without restriction assign or transfer this Agreement.

(g) Notices

Unless specified otherwise, any notices to Users will be in writing and given by the Company via email, Site notification, or messaging service.

(h) Headings

All headings in this Agreement are for convenience only and do not define, limit, extend or describe the scope or intent of any provisions hereof.

(i) Construction

Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or neutral forms, and the singular form shall include the plural and vice versa.