A. Compliance with Laws and Regulations
A. Compliance with Laws and Regulations
Your use of the services must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the services is in compliance with laws and any applicable regulations.
You agree that you will not under any circumstances upload, post, host, or transmit any content that:
is unlawful or promotes unlawful activities;
is or contains sexually obscene content;
is libelous, defamatory, or fraudulent;
is abusive toward any individual or group;
contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.
While using INSYNC, you agree that you will not under any circumstances:
use our servers, services, or products for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
attempt to disrupt or tamper with INSYNC’s servers in ways that could harm our Website or services, to place undue burden on INSYNC’s servers through automated means, or to access INSYNC’s services in ways that exceed your authorization;
impersonate any person or entity, including any of our employees or representatives, including through false association with INSYNC, or by fraudulently misrepresenting your identity or site’s purpose; or
violate the privacy of any third party, such as by uploading another person’s personal information without consent.
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the services, use of the services, or access to the services without INSYNC’s express written permission.
E. Excessive Bandwidth Use
E. Excessive Bandwidth Use
If we determine your bandwidth usage to be significantly excessive in relation to other INSYNC customers, we reserve the right to throttle your hosting until you can reduce your bandwidth consumption.
IV. Intellectual Property Notice
A. INSYNC's Rights to Content
A. INSYNC's Rights to Content
INSYNC and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and services. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and services is copyright © INSYNC, all rights reserved. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements or concepts without express written permission from INSYNC.
VI. Communications with INSYNC
A. Electronic Communication Required
A. Electronic Communication Required
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the services; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
B. Legal Notice to INSYNC Must Be in Writing
B. Legal Notice to INSYNC Must Be in Writing
Communications made through email or INSYNC’s support messaging system will not constitute legal notice to INSYNC or any of its officers, employees, agents, or representatives in any situation where notice to INSYNC is required by contract or any law or regulation. Legal notice to INSYNC must be in writing and served on INSYNC’s legal agent.
INSYNC only offers support via email, in-service communications, and electronic messages. Wo do not offer telephone support.
VII. Disclaimer of Warranties
INSYNC provides the services “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the services including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy, and non-infringement.
IX. Release and Indemnification
You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys' fees, arising out of your use of the services, including but not limited to your violation of this Agreement, provided that INSYNC (1) promptly gives you written notice of the claim, demand, suit, or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit, or proceeding (provided that you may not settle any claim, demand, suit, or proceeding unless the settlement unconditionally releases INSYNC of all liability); and (3) provides to you all reasonable assistance, at your expense.
X. Changes to These Terms
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the services constitutes agreement to our revisions of these Terms of Service.We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services (or any part of them) with or without notice.
XIII. Unauthorized Access to Your Data
INSYNC is not responsible to you or any third party for unauthorized access to your data or the unauthorized use of the Services unless the unauthorized access or use results from INSYNC’s failure to meet its security obligations stated in Section XI. (Our Obligations) of these General Terms and Conditions or the Services Description. You are responsible for the use of the Services by any employee of yours, any person you authorize to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.
XIV. Taxes on Services
Unless otherwise expressly provided in the Agreement or included in the invoice for the services, all amounts due to INSYNC under the Agreement are exclusive of any value-added, goods, services, sales, use, property, excise, and like taxes, import duties, and/or applicable levies (collectively, “Tax”). If INSYNC is required by law to collect Taxes on the provision of the Service, INSYNC will invoice you for such Tax and you must pay INSYNC the amount of the Tax that is due or provide INSYNC with satisfactory evidence of your exemption from the Tax.
All payments to INSYNC shall be made without any withholding or deduction for any Taxes, except for any withholding (or similar) taxes imposed on income that may be attributed to INSYNC in connection with its provision of the Services that you are legally required to withhold from such payment and remit to the applicable governmental or taxing authority (such taxes, “Local Withholding Taxes”).
XV. Export Matters
You represent and warrant and undertake that you will not possess, use, import, export, or resell (and shall not permit the possession, use, importation, exportation, or resale of) the Services or any information or technical data provided by INSYNC to you under this Agreement in any manner which would cause INSYNC or its Affiliates to breach any applicable export control laws, rules, or regulations of any jurisdiction (including without limitation those under EU and US law).
XVII. Suspension of Services
A. We may suspend Services without liability if:
we reasonably believe that the Services are being used in breach of the Agreement;
you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement;
there is an attack on your Hosted System or your Hosted System is accessed or manipulated by a third party without your consent;
we are required by law or a regulatory or government body to suspend your Services; or
there is another event for which we reasonably believe that the suspension of Services is necessary to protect the INSYNC network or our other customers.
We will give you advance notice of a suspension under this clause of at least twelve (12) Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect INSYNC or its other customers from imminent and significant operational, legal, or security risk. If your Hosted System is compromised, then you must address the vulnerability prior to INSYNC placing the Hosted System back in service, or at your request, we may be able to perform this work for you at our standard hourly rates as a Supplementary Service.
XVIII. Termination for Breach
A. You may terminate the Agreement for breach if we:
materially fail to provide the Services as agreed and do not remedy that failure within fourteen (14) days of your written notice describing the failure; or
materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.
B. We may terminate the Agreement for breach if:
we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete;
the individual signing the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer;
your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice;
you have made payment arrangements via credit card or other third party, and the third party refuses to honor our charges;
you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within thirty (30) days of our written notice to you describing the failure;
your agreement for any other INSYNC service is terminated for breach of the acceptable use policy applicable to that service.
C. Either of us may terminate the Agreement with immediate effect on written notice if the other (or we reasonably believe that the other):
(i) is unable to pay its debts; or (ii) enters into compulsory or voluntary liquidation; or (iii) compounds with or convenes a meeting of its creditors; or (iv) has a receiver or manager or an administrator appointed (or an application is made to the court for the same); or (v) ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts (“Insolvency Event”).
D. Insolvency Event
Notwithstanding anything to the contrary within the Agreement, the fees for the Services shall become due immediately upon the occurrence of an Insolvency Event.
XXI. Software
A. General
You may not copy any software we provide for your use, unless expressly permitted by this Agreement, or use such software after the expiration or termination of the Agreement. You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on any software we provide for your use. Unless permitted by the terms of an open-source software license, you may not reverse engineer, decompile or disassemble any software we provide for your use except and to the extent that you are expressly permitted by applicable law to do this, and then following at least ten (10) days advance written notice to INSYNC.
B. Customer Provided Licenses
If you use any non-INSYNC-provided software on your Hosted System you represent and warrant to INSYNC that you have the legal right to use the software in that manner. If we have agreed to install, patch, or otherwise manage software for you in reliance on your license with a software vendor (rather than INSYNC’s license with the software vendor), then you represent and warrant that you have a written license agreement with the software vendor that permits INSYNC to perform these activities.
XXIII. Who May Use the Services
You may permit your subsidiaries and affiliated companies to use the Services if you wish, however, you are responsible for the acts or omissions of your permitted users. INSYNC will provide support only to you, not to your customers, subsidiaries, or affiliates. There are no third-party beneficiaries to the Agreement, meaning that your customers, subsidiaries, affiliates, and other third parties do not have any rights against either of us under the Agreement.
XXIV. Data Protection
Each of us agrees to comply with our respective obligations under the Data Protection Act 1998 (the “Act”) as applicable to personal data that it controls or processes as part of, or in connection with, its use or provision of the Services. Specifically, but without limitation, you must comply with the Act as it relates to personal data that you store or transfer using your Hosted System. You agree that, subject to the requirements of this paragraph and INSYNC's obligations stated in Section XXXI. (Assignment/Subcontractors), INSYNC may give its affiliates and subcontractors outside of the European Economic Area (EEA) access to personal data you store on your Hosted System. For example, we may provide our US affiliates with access to your Hosted System so that the US affiliate may provide Support to you during our off office hours in the EU. We agree that we will not provide access to personal data that you store on your Hosted System to any subcontractor or affiliate outside of the EEA unless that person meets the requirements stated below during the entire time that it has access to the personal data:
A. Controller
For personal data for which we are a “controller” under the Act, the affiliate or subcontractor to whom we transfer the personal data (i) is located in a country for which the European Commission has made a positive finding of adequacy, (ii) is located in the United States and has certified to the United States Department of Commerce that it adheres to the Safe Harbour framework developed by the United States Department of Commerce in coordination with the European Union, or (iii) has signed the standard contractual model clauses for the transfer of personal data from either: (a) INSYNC to a processor, or (b) INSYNC to a controller who is based in a country outside the EEA that is not recognised as offering an adequate level of data protection; and
B. Processor
For personal data for which we are a “processor” under the Act, the affiliate or subcontractor that has access to the Hosted System has signed a data processing agreement with us.
XXVIII. Ownership of Intellectual Property
Each of us retains all right, title, and interest in and to our respective trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by INSYNC during the performance of the Services shall belong to INSYNC unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.
XXX. Intellectual Property Infringement
If INSYNC or any of its customers is faced with a credible claim that the Services infringe the intellectual property rights of a third party, and INSYNC is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then INSYNC may terminate the Services on reasonable notice of at least ninety (90) days, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.
XXXII. Force Majeure
Neither of us will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes, or other organised labour action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
XXXIII. Miscellaneous
A. Governing Law
Except to the extent applicable law provides otherwise, this Agreement between you and INSYNC and any access to or use of the services are governed by the laws of Singapore, without regard to conflict of law provisions. INSYNC may seek to enforce any judgment anywhere in the world where you may have assets. Each of us agrees that it will not bring a claim under the Agreement more than two (2) years after the event giving rise to the claim occurred.
B. Non-Assignability
INSYNC may assign or delegate these Terms of Service and/or the INSYNC Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.
C. Section Headings and Summaries
Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
D. Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent. The remaining portions will remain in full force and effect. Any failure on the part of INSYNC to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
E. Amendments; Complete Agreement
This Agreement may only be modified by a written amendment signed by an authorized representative of INSYNC, or by the posting by INSYNC of a revised version. These Terms of Service, together with the INSYNC Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. A Services Description may be amended to modify, add, or remove services by a formal written agreement signed by both parties, or by an exchange of correspondence, including via electronic mail or the INSYNC ticketing system, that includes the express consent of an authorized individual for each of us. The pre-printed terms on your purchase order or other business forms will not become part of this Agreement.
F. Superseding
The Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter and supersedes and replaces any prior understanding or communication, written or oral. You acknowledge that you have not relied on any statement, promise, or representation made or given by or on behalf of INSYNC which is not set out in the Agreement.
G. Order of Precedence
If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: signature page for the Hosting Services Agreement, Country Specific Terms (if any), Services Description, Product Terms, any addendum to the General Terms and Conditions, the General Terms and Conditions, and the Acceptable Use Policy.
H. Unenforceable Provisions
If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement.
I. No Waiver
Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past.
J. No Partnership
The relationship between the parties is that of independent contractors and not business partners. Neither party is the agent for the other, and neither party has the right to bind the other to any agreement with a third party.
K. Interpretation
The captions and short versions in the Agreement are for convenience only and are not part of the Agreement. The use of the word “including” in the Agreement shall be read to mean “including without limitation.” The words “our” and “us” refer to INSYNC unless the context clearly indicates another meaning.
L. Changes Not Made Known
If you have made any change to the Agreement that you did not bring to INSYNC’s attention in a way that is reasonably calculated to put INSYNC on notice of the change, the change shall not form part of the Agreement.
M. Questions
Questions about the Terms of Service? Contact us at hello@in-sync.io.
