TERMS OF USE

 

1. DESCRIPTION OF SERVICE AND ACCEPTANCE OF TERMS OF USE EFFECTIVE: June 6, 2018

Welcome to Synative, Inc. ("Synative”, "we," or "us"). Please read these Terms of Use (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of our services we provide to you (the “Services") accessible via our website located at www.synative.com (“Site”). By using the Services, you agree to this Terms and Privacy Policy. By visiting, accessing, or using any of the Services, you agree to be bound by these Terms. It is important that you carefully read through these Terms whenever we update them or you use the Services. If you have any questions or comments about these Terms, please contact us at: bd@synative.com.

2. CHANGES TO THE TERMS OF USE

We may amend these Terms of Use at any time by posting the amended Terms of Use. Any amendment to these Terms of Use shall be effective immediately. Your continued use of the Services after such amendments are posted constitutes an acknowledgement and acceptance of such amendments. If you don’t agree to be bound by the updated Terms, then, you may not use the Services anymore.

3. ACCESS AND USE OF THE SERVICES

(a) Age Limitations and Restrictions. The Services are not intended to be used by children without involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted to register or provide your personal information to us. If you are at least 13 and under 18 years of age, you may use Services only if you have the consent of your parent or guardian, are capable of forming a binding contract with us and are not barred from using the Services under applicable law.

(b) Registration and Your Information.If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this via the Site. The features may include video marketing assets and a real time bidding platform.

(c) Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all inaccuracies in your Account information and all activities that occur under your Account, whether or not you know about them.

(d) Your License. You may submit to us your content (“Content”) as part of the use of the Services. You have all rights to your own Content. You represent and warrant that you have and will maintain all rights, authorizations and licenses to your Content.

(e) Your Responsibilities and Our Enforcement Rights. You can use the Services for lawful and appropriate purposes only. You agree not to engage in any conduct that that:

  • (i) violates the rights of others, including patent, trademark, trade secret, copyright, moral rights or other intellectual property rights, or rights of privacy, publicity, or other proprietary rights, harasses or harms another individual, impersonates any person or entity, or otherwise misrepresents yourself or your affiliation with any person or entity; or (ii) is fraudulent, false, misleading or deceptive;

  • deciphers, decompiles, disassembles or reverse engineers any of the software used to provide the Services;

  • interferes with the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

  • introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

  • damages, disables, overburdens, impairs, or gains unauthorized access to the Services, including our servers, computer network, or user accounts;

  • probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;

  • collects or stores personally identifiable information from the Services without our authorization;

  • violates, or encourages conduct that would violate, any applicable law or regulation, constitute a criminal offense or give rise to civil liability;

  • violates these Terms or any guidelines or policies posted by us;

  • interferes with any other party's use and enjoyment of the Services; or

  • encourages or enables any other individual to do any of the foregoing or attempts to do any of the foregoing.

We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

If we determines in its sole discretion that you are violating any of these Terms, we may (i) notify you, and/or (ii) use technical measures to block or restrict your access or use of the Services. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the Services and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use.

4. COLLECTION AND USE OF PERSONAL INFORMATION

For information about our policies and practices regarding the collection and use of your personally identifiable information, please read our Privacy Policy. You acknowledge and agree that your presence on the Site and use of the Services is subject to our Privacy Policy.

5. TRADEMARKS

Synative, the Synative logo, www.synative.com, and other Synative marks, graphics, logos, scripts, and sounds are trademarks of Synative. You may not copy, download or exploit any of the Synative trademarks.

6. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

you agree that use of the services is at your own risk. the services, including the site and the other properties, are provided "as is" and, to the fullest extent permitted by law, are provided without warranties of any kind, either express or implied. without limiting the foregoing, we do not make any warranties of fitness for a particular purpose, title, merchantability, completeness, availability, security, compatibility, quiet enjoyment, noninfringement or any warranties arising out of course of dealing or usage of trade; or that the services will be uninterrupted, secure, free of viruses and other harmful components, accurate, timely, truthful, error free, or reliable.

in no event shall synative or its affiliates, successors, and assigns, and each of their respective investors, directors, officers, employees, agents, and suppliers (collectively, the "synative parties"), be liable for any direct, indirect, punitive, incidental, special, or consequential damages, damages for loss of profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in any way related to the these terms or the use of the servcies whether based in warranty, contract, tort, strict liability, or other theory, even if the parties have been advised of the possibility of damages and even if a limited remedy set forth herein is found to have failed of its essential purpose.

certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. if these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

in no event shall our total liability to you for all damages, losses and causes of action, whether in warranty, contract, tort (including negligence) or otherwise, exceed the amount paid by you to us, if any, for accessing or participating in any activity related to use of the serivces . the exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between synative and you.

you agree to defend, indemnify, and hold harmless the synative parties from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys' fees and costs), and other losses arising out of or in any way related to your breach or alleged breach of these terms or your access to or use of the services. we reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

7. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that any Content or other material provided through the Services, including through a link, infringes your copyright, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process each notice of alleged infringement that we receive and take appropriate action in accordance with applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to us at bd@synative.com(subject line: "DMCA Takedown Request").

To be effective, the notification must be in writing and contain the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services that is reasonably sufficient to enable us to identify and locate the material; (iv) how we can contact you, such as your address, telephone number, and email address; (v) 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; and (vi) a statement by you that the above information in your notice is accurate and under penalty of perjury that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material.

8. DISPUTE RESOLUTION AND ARBITRATION OF CLAIMS

(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions and Opt-out. As limited exceptions to Section 12(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at [email] or by regular mail at [postal address] within thirty (30) days following the date you first agree to these Terms.

(c) Conducting Arbitration and Arbitration Rules.The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules” ) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e) Class Action Waiver. YOU AND CLIENT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(f) Severability. With the exception of any of the provisions in Section 12(e) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

9. TERMINATION

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at bd@synative.com

10. GENERAL INFORMATION

Choice of Law and Forum. Choice of Law and Forum. These Terms of Use are governed by, and construed in accordance with, the laws of the State of California without giving effect to principles of conflicts of law. In the event of a claim by you against us, you agree to submit to the exclusive jurisdiction of the courts located in the San Francisco County of the State of California. In the event of a claim by us against you, you agree to submit to the jurisdiction of the courts located where we pursues its claim against you, which may include courts in the San Francisco County of the State of California.

Amendment, Severability.Any amendment to these Terms of Use shall be in writing. These Terms of Use operate to the fullest extent permissible by law. If any provision of these Terms is held to be unlawful, void, or unenforceable, you and we agree that the provision will be enforced to the maximum extent permissible and will not affect the validity and enforceability of any remaining provisions.

Assignment.You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.