Terms

Effective Date: January 1, 2019

At Synduit Holdings, LLC d/b/a Synduit (“Synduit” or “we”), we are dedicated to providing our customers with outstanding customer service and uncompromising privacy protection.  For this reason, we believe you should understand the terms of use that we have adopted to help us provide you with that level of service. Our Terms of Use establish your rights and obligations as a user of our website.

Binding Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.  You are currently viewing a page of www.synduit.com, a website belonging to Synduit. Our website and any of the services provided by Synduit in connection with the website, including all of the features and capabilities offered by Synduit, (the “Services”) are being provided to you expressly subject to these Terms of Use. Please read these Terms of Use carefully. By accessing our website, you agree to be bound by these Terms of Use. 

General Rules of User Conduct

It is our goal to make the use of our website and Services a good experience for all of our users, so you agree not to do any of the following:
•    conduct or promote any illegal activities while using the website or Services;
•    post on or through the website, or transmit to any other user or Synduit employee, agent, or representative, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material;
•    post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights;
•    post, distribute, or reproduce any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights and rights of privacy and publicity).
•    attempt to reverse engineer or jeopardize the correct functioning of the website or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies our website;
•    attempt to gain access to secured portions of the website or Services to which you do not possess access rights;
•    upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
•    use any automatic or manual process to search or harvest information from the website or Services, or to interfere in any way with the proper functioning of the website and Services; or
•    impersonate another user.

Credentials
When You create your account, you undertake to share the information required to process your orders as requested online, including, your surname, first name (or corporate name of your company), address, phone number, and valid email. This data shall be processed in accordance with our Privacy Policy, where we describe how we manage, process and store your data in the context of providing our services. You are responsible for the consequences of false or inaccurate information you have shared with us.

You shall keep confidential and secure all credentials, User IDs and passwords associated with your account (including the master account and any attached sub-accounts), and to immediately notify us of any unauthorized use of your account, or of any theft or loss of credentials allowing access to the account. Each account is personal and can only be accessed and used by you or the users duly authorized by you. You recognize and acknowledge that you may be liable for any unlawful, wrongful or fraudulent use of the account, and you shall indemnify and hold us harmless as set forth in these Terms of Use. We reserve the right to request proof of your identity or authority before granting access to your account.

Content
You shall be solely and wholly liable (i) for any data, information or content, in particular the content of emails, SMS or newsletters sent by you through the Service, including if such content is provided by a third party, such as an SMTP relay or via the routing of an entire infrastructure (the “Content”), and (ii) for the Content’s compliance with the regulations in force in accordance with these Terms of Use.
You acknowledge and warrant that you will not submit Content or other data to us containing any of the following information: social security numbers, national insurance numbers, passwords, security credentials, or sensitive personal or health information of any kind. Notwithstanding the foregoing, if you are a covered entity under HIPAA, You agree to contact us at legal@synduit.com in order to request a business associate agreement prior to using the Service. If we agree to enter into such business associate agreement with you, you must follow the terms thereof.

You acknowledge that we have the right, but not the obligation, to monitor the Services and any Content submitted. To comply with legal obligations in this respect, we may take any actions (including removing Content or denying routing of certain data and emails that we reasonably believe are necessary to prevent unlawful activity in connection with the Services.
You expressly acknowledge and agree that Synduit shall not be liable for any loss or destruction of the Content and that you shall be responsible for ensuring that you have proper backups thereof.

Copyrights/Trademarks/Restrictions on Use

All of the pages and screens on the website are owned and controlled by Synduit, except as otherwise expressly stated, and are protected by U.S. copyright laws and international treaties. The copyrighted materials on our website include, but are not limited to, the text, design, software, images, graphics, source code, and the content on the website. You are authorized to view the information available on the website for your informational purposes only. You may download copyrighted materials for your personal or internal business purposes only. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Except as provided herein, you may not copy, display, distribute, transfer, link to, reproduce, license, frame, alter, create derivative works of or republish all or any portion of the website for any commercial or public purpose without Synduit’s prior written consent. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the website except as authorized in this paragraph. You may not use any Synduit trademark as a link to our website except pursuant to a written trademark license agreement.
Our website may contain links to websites controlled or offered by third parties (non-affiliates of Synduit). Synduit hereby disclaims liability for any other company’s website content, products, privacy policies, or security. In the event you choose to use the services available at a linked website, you agree to read and adhere to the policies and terms of use applicable to that website. In addition, any advice, opinions, or recommendations provided by the linked website providers are those of the providers and not of Synduit. Your participation in any linked website, including payment for and the delivery of goods or services, is based solely on the agreement, if any, between you the linked website provider.

Privacy
Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy. The Privacy Policy forms part of our agreement with you and is incorporated in this Agreement by reference. For full details, please refer to our Privacy Policy.

Any communications between you and Synduit, such as email or other correspondence, in which you offer suggestions or comments for improving or modifying our Services will be deemed by us to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.

Links to Third Party Websites
Our website may contain links to third party websites that are not owned, operated, or controlled by Synduit. Therefore, we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. Additionally, we cannot and will not censor or edit the content of any third party website. By using our website or Services you expressly relieve us from any and all liability arising from your use of any third party website.

Third Party Products and Services
Synduit may from time to time promote or offer services and/or products of a third party.  In no event shall Synduit be liable for any incidental, indirect, special, incidental, exemplary, punitive or consequential damages arising out of your purchase, inability to purchase, or use of such third party services or products.

Disclaimer
THE SERVICES ARE OFFERED ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITH NO WARRANTY OF ANY KIND-WHETHER EXPRESS, IMPLIED OR STATUTORY-INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
YOU ACKNOWLEDGE THAT NEITHER SYNDUIT NOR ANY OF ITS RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SERVICES OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE WEBSITE, OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES AND THE WEBSITE. SYNDUIT DOES NOT ENDORSE PRODUCTS OR SERVICES APPEARING ON LINKED WEBSITES OR PURCHASED VIA LINKED WEBSITES (THIS DOES NOT AFFECT ANY MANUFACTURER’S WARRANTIES THAT THE PROVIDERS OF THE LINKED WEBSITES OTHERWISE OFFER.)

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, YOU AGREE THAT SYNDUIT IS NOT RESPONSIBLE FOR ANY LOSS, PROPERTY DAMAGE OR BODILY INJURY, WHETHER CAUSED BY ACCESS TO OR USE OF THE SERVICES OR THE WEBSITE. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SYNDUIT SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ECONOMIC OR OTHER DAMAGES ARISING IN ANY WAY OUT OF THE INSTALLATION OR USE OF THE SERVICES, THE WEBSITE, ANY ON-LINE SERVICES OR INTERNET BROWSER SOFTWARE, INCLUDING LIABILITY ASSOCIATED WITH ANY COMPUTER VIRUSES WHICH MAY INFECT YOUR COMPUTER SYSTEM.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF INFORMATION, WHETHER CAUSED BY SOFTWARE, HARDWARE OR OTHERWISE, AND WHETHER FOR BREACH OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED FROM OR THROUGH THE USE OF OUR WEBSITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. THE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

Use by Children under the Age of 13
Synduit is committed to complying fully with the Children’s Online Privacy Protection Act. Accordingly, if a user of this website is under the age of thirteen, that user is not authorized to provide us with personally identifying information.  Users under the age of thirteen and their parents or guardians are cautioned that the collection of personal information volunteered by unauthorized children online or by e-mail will be treated the same as information voluntarily given by an adult until Synduit becomes aware that the user is under the age of thirteen.  This website is not directed at children under the age of 13. If you are younger than 13, please do not provide any personally identifying information in connection with your use of this website.

Revisions to Terms of Use
Synduit reserves the right to revise these Terms of Use at any time without notice, but the most current version of the Terms of Use will always be available to you by clicking on the link at the bottom of the website. If you find the Terms of Use unacceptable at any time, you should discontinue use of the website and Services. By continuing to access the website and Services after the date of any change to these Terms of Use, you agree to be bound by the rules contained in the most recent version of this Agreement.

Termination
Synduit may change or discontinue the website or any of the Services at any time without prior notice. We reserve the right to terminate this Terms of Use at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth below. In the event of any termination, you will immediately cease access to the website and Services.

Indemnification
You agree to defend, indemnify and hold harmless Synduit, its affiliates and its respective directors, officers, employees and agents from and against all claims, losses, damages, costs and expenses, including attorneys’ fees, arising out of your violation of these Terms of Use, Privacy Policy, or misuse of the Services or this website or your account, including such violation or misuses conducted by your employees or agents, if applicable.

Governing Law
These Terms of Use constitute a contract between you and SYNDUIT governed by the laws of the State of New Jersey.
Synduit’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not constitute a waiver of the provision. Neither a course of dealing or conduct between you and Synduit nor any trade practices shall be deemed to modify these Terms of Use.