End User Agreement

BY SELECTING THE "I ACCEPT" BUTTON AS PART OF THE ORDERING PROCESS ON THIS WEBSITE, OR WHEN PAYING AN INITIAL DEPOSIT VIA INVOICE, WHEN ORDERING AN ONLINE BUSINESS WEBSITE FOLLOWING ON FROM A SYSTEM DEMONSTRATION, WEBSITE MOCK-UP ARTWORK AND OR ANY FACE TO FACE MEETING WITH SYNCRONICITY LIMITED, OR AT THE POINT OF SERVICE REMEWAL; YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF OUR ONLINE BUSINESS SERVICE (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT PROCEED AND MAY NOT USE THE SERVICE.
As part of the Service, Syncronicity Limited will provide you with use of the Service, including a browser interface, plug-in into some 3rd party products, web services access and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Syncro-SaaS technology website incorporated by reference herein, including but not limited to Syncronicity Limited privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security; Disclosure

Syncronicity Limited privacy policy may be viewed at our Privacy Policy page. Syncronicity Limited reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing, weekly reports and other non-critical Service-related communications from Syncronicity Limited from time to time. They may opt out of receiving such communications at that time or at any subsequent time by choosing the unsubscribe link from such communication. Note that because the Service is a hosted, online application, Syncronicity Limited occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

2. License Grant & Restrictions

Syncronicity Limited hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this agreement. All rights not expressly granted to you, are reserved by Syncronicity Limited and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server, wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual user, but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or viola Online; (iii) send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, county/state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Syncronicity Limited immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Syncronicity Limited immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another Syncro -SaaS user or provide false identity information to gain access to or use the Service.
Following the handover of your website which we will have licensed to you, it will be your responsibility to maintain and apply changes to content, images and video. We recommend that our clients have a minimum of two days system training to become more familiar with the fully integrated system we have provided for you. You will take full responsibility for maintaining content your website. You will not transfer this to a third party, as this would be a clear breach of Clause 2 (Licence Grant & Restrictions) of this End User Agreement, which could result in us restricting or terminating your access to your Administration Zone. Where you have applied design changes to any page content or template, and such changes are clearly and visually interfering with the layout or appearance of the front facing public areas of the website, we will request that you make modifications to any such changes, to uphold the integrity and standards of the design work we initially created for you. Where you fail to apply any modifications or correct any errors, we reserve the right, where our reputation as a full service design agency is at stake, to intervene and correct any errors made by you, or restore earlier back-up's of page content or page templates. In these rare circumstances, we will charge you for the time it takes us to correct your website. Syncronicity Limited reserves the right to suspend or terminate this Agreement and your access to the Service for nonpayment of invoices issued for any intervention design work.

4. Account Information and Data

Syncronicity Limited will make best endeavors to backup Customer Data every 24 hours. Syncronicity Limited will not at any time retrieve Customer Data if it is accidentally or otherwise deleted by you. In the unlikely case where Customer Data is lost because of software or hardware malfunction, Syncronicity Limited will endeavor to restore to the most recent successful backup. Syncronicity Limited takes no responsibility whatsoever whether implied or otherwise for the quality or frequency of Customer Data backup.
Syncronicity Limited does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Syncronicity Limited, shall have sole responsibility for the input accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Syncronicity Limited shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach) Syncronicity Limited will make available to you a file of the Customer Data within 30 days of termination (if you so request at the time of termination).
Syncronicity Limited reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Syncronicity Limited shall have no obligation to maintain or forward any Customer Data. During your use of the Service, Syncronicity Limited will archive certain information as well as keep some usage and statistical information. In all cases Syncronicity Limited reserves the right to delete archived, usage and statistical data irretrievably once it is older than three (3) months.

5. Intellectual Property Ownership

Syncronicity Limited (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Syncro-SaaS Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Syncro-SaaS Technology or the Intellectual Property Rights.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Syncronicity Limited and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Syncronicity Limited does not endorse any sites on the Internet that are linked through the Service. Syncronicity Limited provides these links to you only as a matter of convenience, and in no event shall Syncronicity Limited or its licensors be responsible for any content, products, or other materials on or available from such sites. Syncronicity Limited provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the setup and ongoing fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The amount payable will be equal to the setup and ongoing charges related to your plan, plus any excess number of total User Licenses requested times the per User License fee currently in effect. Payments may be made, in advance, monthly, consistent with the Initial Term (the first License Term), or as otherwise mutually agreed upon. You are responsible for paying for all User Licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Syncronicity Limited with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorised License Administrator may add User Licenses by executing an additional written Order Form. Syncronicity Limited reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by email. All pricing terms are confidential, and you agree not to disclose them to any third party. Any and all fees paid in advance are not refundable if you cease to use the Service. All invoices shall be paid and cleared at our bank within (7) seven days of receipt. A deposit of 1 months’ SaaS fee as per the quotation shall be paid prior to the commencement of us providing an Syncro -SaaS website or any other work connected to the provision of this 'Service'. On signing the Order Acknowledgement, the Customer agrees to a minimum term of 12 months term. The agreed monthly payments will commence on completion of initial set up 'Sign Off' point, and will run until further notice with a minimum term of 12 months. After the initial 12-month minimum period has expired, the client may cancel the contract giving Syncronicity Limited 3 months’ notice to terminate in writing.

To help protect and maintain the high quality of our service and our work, we would ask you to take note of the following statement: IF PAYMENT IS NOT RECEIVED AND CLEARED BY THE DUE DATE INDICATED ON ANY INVOICE ISSUED BY SYNCRONICITY LIMITED, WE RESERVE THE RIGHT TO RESTRICT ACCESS TO YOUR SITE, APPLY PENALTY CHARGES PERMISSIBLE UNDER THE PROVISION OF 'THE LATE PAYMENT OF COMMERCIAL DEBTS ACT (1998) AND WE ALSO RESERVE THE RIGHT TO FORWARD ANY OUTSTANDING INVOICE TO OUR COLLECTION SERVICES PARTNER, FOR FORMAL BUT PROFESSIONAL, COLLECTION ACTIVITY.

8. Limits and Excess Fees

The maximum disk storage space provided to you at no additional charge is dependent on the plan that you choose. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees.
The maximum amount of incoming traffic to your website is based on your agreed package per month. Should your website traffic exceed the agreed limit for a period of 10 days in any one month then Syncronicity reserve the right to move you to the next bandwidth category and bill you accordingly from the following months billing cycle. Outgoing traffic from your website is not chargeable unless the ratio of incoming to outgoing traffic from your website exceeds 1:10 (i.e. 10GB inbound and 100GB outbound). Syncronicity Limited reserves the right to negotiate an increased monthly fee effective from the next billing period should this ratio be exceeded.
Any failure by Syncronicity Limited to so notify you shall not affect your responsibility for such additional storage and traffic charges. Syncronicity Limited reserves the right to establish or modify its general practices and limits relating to storage of and traffic relating to Customer Data.

9. Billing and Renewal

Syncronicity Limited charges and collects in advance for use of the Service. Syncronicity Limited will automatically renew the License Term and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current plan fee plus any excess User licenses times the user license fee in effect during the prior term, unless Syncronicity Limited has given you at least 30 days prior written notice of a fee change, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Syncronicity Limited's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide Syncronicity Limited with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Syncronicity Limited reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Syncronicity Limited in its discretion determines otherwise: Clients will be billed in Pounds Sterling and governed by the prevailing exchange rate on the date of payment due date"). If you believe your bill is incorrect, you must contact us in writing within seven (7) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Non-Payment and Suspension

In addition to any other rights granted to Syncronicity Limited herein, Syncronicity Limited reserves the right to suspend or terminate this Agreement and your access to the Service, if your account becomes delinquent (falls into arrears). Access to the Administration interface will be suspended immediately if an invoice is delinquent by twenty eight (28) days, and is re-enabled when such delinquent invoices are paid in full. Syncronicity Limited reserves the right to suspend your public website if delinquent invoices are thirty five (35) days overdue, and terminate your website if delinquent invoices are forty two (42) days overdue. Delinquent invoices are subject to interest of 6.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Syncronicity Limited initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Syncronicity Limited may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Syncronicity Limited reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Syncronicity Limited has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

11. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. The Initial Term (the first License Term) will be as you elect during the online subscription process, or as otherwise mutually agreed upon. Your obligation to pay for the service begins from the Effective Date and invoices must be paid according to the then current payment terms. Access to the Administration interface will be suspended immediately if any invoice that relates to the 'Service' is delinquent. Upon the expiration of the Initial Term, this Agreement will automatically renew for a successive License Term equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Syncronicity Limited's then current fees, and payable in advance. Either party may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Syncronicity Limited will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Syncronicity Limited has no obligation to retain the Customer Data, and may delete such Customer Data irretrievably, more than 30 days after termination.

12. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Online Business System Technology or Syncronicity Limited Service will be deemed a material breach of this Agreement. Syncronicity Limited, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Syncronicity Limited may terminate a free account at any time in its sole discretion. You agree and acknowledge that Syncronicity Limited has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13. Subscribing to Extra Services

As part of the Service, you may be able to subscribe to extra features such additional modules as described on the Syncronicity website. Each service may have a fixed monthly charge as well as data usage charges. In the case where usage charges apply, these will be calculated automatically and billed at the end of each calendar month or as mutually agreed based on the then-current Syncronicity Limited pricing.

14. Marketing

You grant Syncronicity Limited the right to display your brand including company name and logo on its website and other marketing communications.

15. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Syncronicity Limited presents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Business help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

16. Mutual Indemnification

You shall indemnify and hold Syncronicity Limited, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Syncronicity Limited(a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Syncronicity Limited of all liability and such settlement does not affect Syncronicity Limited's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Syncronicity Limited shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, legal representatives and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, patents issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Syncronicity Limited of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Syncronicity Limited; provided that you (a) promptly give written notice of the claim to Syncronicity Limited; (b) give Syncronicity Limited sole control of the defence and settlement of the claim (provided that Syncronicity Limited may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Syncronicity Limited all available information and assistance; and (d) have not compromised or settled such claim. Syncronicity Limited shall have no indemnification obligation, and you shall indemnify Syncronicity Limited pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process(s)

17. Disclaimer of Warranties

EXCEPT FOR WHAT IS STATED IN SECTION 14, SYNCRONICITY LIMITED AND ITS LICENCORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT EXCEPT FOR WHAT IS STATED. SYNCRONICITY LIMITED AND ITS LICENCORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SYNCRONICITY LIMITEDAND ITS LICENSORS.

18. Internet Delays

EXCEPT FOR WHAT IS STATED IN SECTION 14, SYNCRONICITY LIMITED'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SYNCRONICITY LIMITED IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

19. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENCORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. Local Laws and Export Control

Syncronicity Limited and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, United Kingdom or Australia, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, UK or Australian law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorised by the United Kingdom, United States of America or Australian Governments’ for such purposes.

21. Notice

Syncronicity Limited may give notice by means of a general notice on the Service, electronic mail to your email address on record in Syncronicity Limited account information, or by written communication sent by first class mail or pre-paid post to your address on record in Syncronicity Limited's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Syncronicity Limited (such notice shall be deemed given when received by Syncronicity Limited at any time by any of the following: electronic mail to our email address or; electronic submission via one of our website contact forms or; letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to Syncronicity Limited at the following addresses (whichever is appropriate): Syncronicity Limited. First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge Staffs ST19 5RN United Kingdom, in either case, addressed to the attention of: Managing Director.

22. Modification to Terms

Syncronicity Limited reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

23. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Syncronicity Limited but may be assigned without your consent by Syncronicity Limited to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control by you that results or would result in a direct competitor of Syncronicity Limited directly or indirectly owning or controlling 50% or more of your website development and platform, shall entitle Syncronicity Limited to terminate this Agreement for cause immediately upon written notice.

24. General

This Agreement shall be governed by the laws of England & Wales, United Kingdom, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the English & Welsh courts located in the United Kingdom. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Syncronicity Limited as a result of this agreement or use of the Service. The failure of Syncronicity Limited to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Syncronicity Limited in writing. This Agreement, together with any applicable Order Form or Website Development Proposal, comprises the entire agreement between you and Syncronicity Limited and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

25. Definitions

As used in this Agreement and in any Order Form or Website Development Proposal now or hereafter associated herewith: "Agreement" means these online End User Agreement, Terms of Use, any Order Forms or Website Development Proposal, and any materials available on the Syncronicity Limited website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Syncronicity Limited from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by agreeing the "I Accept" should the Services be ordered on line or agreeing the “I Accept” clause on our Order Acknowledgement or the date you begin using the Service; "Initial Term" means the first License Term period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is monthly, the Initial Term (and first License Term) is the first month); "Intellectual Property Rights" means un-patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorised to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "SaaS Technology" means all of the proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Syncronicity Limited in providing the Service; "Service(s)" means the specific edition of the Syncro SaaS Technology, online content management and customer relationship management systems, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by Syncronicity Limited or its partners, accessible via www.Syncro-IT.co.uk or another designated web site or IP address, or ancillary services rendered to you by Syncronicity Limited, to which you are being granted access under this Agreement, including the SaaS Technology and the Content; "User(s)" means you, your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by Syncronicity Limited at your request).