SyncCore...
General Terms And Conditions
Acceptable Use Policy [v1 Jan 2020]

The Acceptable Use Policy sets forth the principles, rules, and regulations that govern the use by the Customer of SyncCore’s networks, systems, services, and products. This Acceptable Use Policy has been established to promote the integrity, security, reliability, and privacy of SyncCore’s networks, systems, and Customer data contained within.

When using SyncCore’s networks, systems, products, and services the Customer is prohibited from engaging in certain activities that include, but are not limited to, those described below. Such prohibited activities may, at the sole discretion of SyncCore, be grounds for termination of Agreement with a Customer, for the application of additional service charges or for the involvement of law enforcement agencies. SyncCore reserves the right to remove any content or restrict the use of the Services for activities or content that in SyncCore’s reasonable judgment, violate the terms or conditions under which SyncCore provides the Services or violate this Policy.

Indirect or attempted violations of the policy, and actual or attempted violations by a third party on behalf of a SyncCore Customer or a Customer’s end user, shall be considered violations of the policy by such Customer.

SyncCore reserves the right to change the Policy by delivering notice of its decision to change the Policy to the Customer at least 15 days prior to the changes taking effect. If you have any questions about this Policy, please contact SyncCore at abuse@SyncCore.io.


Prohibited Uses of SyncCore’s Services and Products

This section of the Acceptable Use Policy identifies the uses and actions that SyncCore considers in its reasonable judgment to be unacceptable and/or abusive, and thus, is strictly prohibited. The Customer may only use SyncCore’s networks, systems, services and products in a manner that, in SyncCore’s sole judgment, is consistent with the purposes of such networks, systems, services and products. The following examples of prohibited uses and actions are non‐exclusive and are provided for general guidance only.

[1] To violate any law of any applicable jurisdiction, including, without limitation, laws governing advertising, alcohol, antitrust, child protection, drugs, encryption, exportation, food, financial services, firearms, gambling, importation, information systems, intellectual property, obscenity, privacy, securities, telecommunications and tobacco;

[2] To commit a tortuous or otherwise wrongful act, including, without limitation, the posting or communication of libelous, defamatory, scandalous, threatening, harassing, or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress, whether through content, frequency, or size;

[3] to engage in or to facilitate gambling activities;

[4] To post, send, or receive any content that is obscene, pornographic, lewd, lascivious, or excessively violent;

[5] To offer, solicit, sell, buy, rent, or license any goods, products, services, or information in, from, or to any location in which such activity is unlawful;

[6] To advocate, promote, or otherwise encourage violence against any government, organization, group, individual or property, or to provide instruction, information, or assistance in causing or carrying out such violence;

[7] To post, send, receive, display, distribute, or execute any content, including, without limitation, text, graphics, images, music, recordings, computer programs, links, frames, and “meta tags,” that violates any copyright, right of publicity, patent, trademark, service mark, trade name, mask work, trade secret or other intellectual property right of others;

[8] To delete or alter author attributions, copyright notices, or trademark notices, unless expressly permitted in writing by the owner;

[9] To violate the terms of applicable software licensing agreements;

[10] To obtain or attempt to obtain unauthorized access, such as attempting to circumvent or circumventing any authentication or other security feature of any system, network, or account. This includes accessing data not intended for the user, logging into a server or account the user is not authorized to access, or probing the security of any system, network, or account;

[11] To interfere or attempt to interfere with service to any user, host, or network by use of any program, script, command, or otherwise. This includes “denial of service” attacks, “flooding” of networks, deliberate attempts to overload a service or to burden excessively a service’s resources, and attempts to “crash” a host;

[12] To introduce worms, harmful code and/or Trojan horses;

[13] to attempt to circumvent the approval process for posting to a moderated newsgroup or bulletin board or to attempt to evade spam filters;

[14] To cancel or supersede posts other than your own, with the exception of official newsgroup or bulletin board moderators performing their duties;

[15] To send or post unsolicited messages or email, whether commercial or not, a) to any recipients who have requested that messages not be sent to them, or b) to a large number of recipients, including users, newsgroups, or bulletin boards, at one time;

[16] To send or post a message whose subject or content is unrelated to the subject matter of the newsgroup or bulletin board to which it is posted;

[17] To send or post a message or e‐mail with deceptive, absent, or forged header or sender identification information;

[18] To propagate chain letters and pyramid schemes, whether or not the recipient wishes to receive such mailings;

[19] To use Internet Relay Chat “bots”;

[20] To hold SyncCore, its affiliates, officers, employees and/or shareholders up to public scorn or ridicule

DNC [v1 Jan 2020]

SyncCore Do Not Call Policy

SyncCore carries out a strict Business-to-‐Business policy and avoids calling Consumers during its calling/marketing campaigns. In the unlikely event of a consumer being part of the SyncCore calling/marketing campaigns, SyncCore fully respects the wishes of those consumers and prospective consumers who do not want to receive telephone solicitation calls from SyncCore in their homes.

It is SyncCore’ss Policy not to make a telephone solicitation call to:
- Any person who has requested that SyncCore not make such calls to the person’s residence, or;
- Any person who has put his or her telephone number on a national or state Do Not Call registry, except as otherwise permitted by law.

A “telephone solicitation call” means any call that is made for the purpose of encouraging the purchase of products and services from SyncCore.

SyncCore maintains a list containing the telephone numbers and names of those persons who have requested SyncCore not to receive telephone solicitation calls from SyncCore.

Anyone may be placed on SyncCore’ss Do Not Call list by emailing SyncCore at donotcall@SyncCore.io The request must provide the 10–‐digit residential telephone number that is not to be called and the person’s name. Once a request has been made, SyncCore will add the telephone number and name to its Do Not Call list within thirty (30) days. SyncCore will maintain the telephone number and name on its Do Not Call list for five (5) years, unless a request is made by the person to have the number removed. If a person’s telephone number changes, another request must be submitted to have the new number added to the SyncCore Do Not Call list. SyncCore intends to comply with all federal and state Do Not Call laws.

SyncCore will answer any questions regarding its Do Not Call Policy when sent to DNCQuestions@SyncCore.io

End User License Terms [v1 Jan 2020]

These End User License Terms (these License Terms”) are between you (both the individual installing the Software and any other person or entity on behalf of which such individual is acting) (“Customer") and SyncCore Technologies. ("SyncCore").

THE SOFTWARE THE CUSTOMER SEEKS TO INSTALL IS LICENSED SUBJECT TO THE CONDITION THAT THE CUSTOMER ACCEPTS TO BE BOUND BY ALL TERMS AND CONDITIONS OF THE LICENSE TERMS. PLEASE CAREFULLY READ THE LICENSE TERMS. IF CUSTOMER DOES NOT AGREE TO THESE LICENSE TERMS, CUSTOMER SHOULD NOT ATTEMPT OR COMMENCE INSTALLATION OF THE SOFTWARE. DURING INSTALLATION, CUSTOMER WILL BE PROMPTED TO EXPRESSLY AGREE TO THE LICENSE TERMS BY CLICKING ON AN “I ACCEPT” BOX. IF SO ACCEPTED, THE SOFTWARE WILL AUTOMATICALLY BE DOWNLOADED. IF THE CUSTOMER DOES NOT AGREE TO THE LICENSE TERMS BY CLICKING THE “I ACCEPT” BOX, INSTALLATON OF THE SOFTWARE WILL AUTOMATICALLY BE ABORTED.

[1] Definitions

[1.1] Documentation shall mean all of SyncCore user manuals, operating instructions, installation guides and other documents relating to the Software, as generally made available from time to time by SyncCore to the Customers;

[1.2] Software shall mean the software components necessary or useful for the use of and licensed by SyncCore to Customer under these License Terms, which may include associated software components, media, printed materials and online or electronic documentation;

[2] License and Restrictions

[2.1] Subject to the terms and conditions of these License Terms, SyncCore hereby grants to Customer, during the term of the License a license to use, install and operate the Software (incl. Documentation) on computers running a validly licensed copy of the operating system for which the Software was designed;

[2.2] The License does not include the right to sublicense or transfer the Customer’s user rights in the Software or the Documentation to any third party by means of sale, lease, loan, rent, license or otherwise. The Customer is not entitled to resell or distribute the Software or the Documentation. The Customer may not reverse engineer, decompile, or disassemble the Software;

[2.3] Except for the express License granted to Customer under clause 2.1 of these License Terms, all right, title and interest (including all patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights) in and to the Software and Documentation (including all copies thereof) shall remain exclusively in and with SyncCore and/or its licensors, who reserve all rights not expressly granted to Customer. Nothing in these License Terms shall limit in any way SyncCore’s right to develop, use, license, create derivative works of, or otherwise exploit the Software or the Documentation, or to permit third parties to do so;

[2.4] The Customer shall reproduce and include all, and shall not remove, alter or obscure any, copyright, trademark and other proprietary notices in and on any copies of the Software and Documentation.

[3] Usage Limitations and Restrictions

[3.1] Customer expressly acknowledges and agrees that only Customer, and not SyncCore, is responsible for verifying whether the applicable laws and regulations of the country where Customer intends to install and use the Software and Documentation, allows the installation and/or use of the Software and Documentation, and for obtaining all necessary permits, licences and authorisations required to be able to so install and use the Software and Documentation. Customer will at all times comply with any and all applicable laws and regulations, including federal, state, local and international laws (“Applicable Law") ”) which may apply to the Software and Documentation and the installation and use thereof by Customer:

[3.2] Customer will not use the Software or Documentation except as expressly permitted under clause 2.1 of these License Terms;

[3.3] Customer may not disclose or publish performance benchmark results for the Software without the prior written approval of SyncCore.

[4] Obligations of Customer

[4.1] Customer agrees to follow the operation procedures published by SyncCore including, but not limited to, procedures for routine maintenance of the Software;

[4.2] Customer shall implement, and is solely responsible for implementing, procedures for the protection of data and other information in the event of errors or malfunctions of the Software or hardware on which the Software is used;

[4.3] Customer shall properly train its staff in the use and application of the Software and any hardware on which the Software is used or installed.

[5] No Warranty

[5.1] SyncCore EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON–‐INFRINGEMENT, OR FITNESS OF A PARTICULAR PURPOSE. SyncCore DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE. SyncCore MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. SyncCore FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS OR TO ANY THIRD PARTY.

[6] Limitation of Liability

[6.1] IN NO EVENT SHALL SyncCore BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY FOR LOST PROFITS AND/OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, (I) LOSS OF REVENUE, BUSINESS OR USE; (II) LOSS OF ANTICIPATED SAVINGS; (III) LOSS OF ACTUAL OR ANTICIPATED BUSINESS AND/OR GOODS; (IV) LOSS OF GOODWILL; (V) LOSS AND/OR CORRUPTION OF DATA AND/OR OTHER INFORMATION, (VI) LOSS AS A RESULT OF THIRD PARTY CLAIMS; AND/OR (VII) THE COST OF PROCURING REPLACEMENT GOODS AND/OR SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TYPES OF LOSS AND/OR DAMAGE SPECIFIED IN (I) THROUGH (VII) SHALL NOT CONSTITUTE DIRECT LOSSES FOR THE PURPOSES OF THESE LICENSE TERMS. THE FOREGOING LIMITATION WILL APPLY EVEN IF SyncCore HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE;

[6.2] NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, SyncCore’sS AGGREGATE LIABILITY TO CUSTOMER FOR CLAIMS ARISING FROM THE SOFTWARE, THE DOCUMENTATION OR THESE LICENSE TERMS, WHETHER FOR BREACH, INFRINGEMENT, IN TORT, INDEMNIFICATION OR OTHERWISE, SHALL BE LIMITED TO 5,000.00 EUR;

[6.3] For the avoidance of doubt, SyncCore shall have no liability or responsibility for problems in the Software, Documentation or other deliverables caused by misuse or the malfunction of the network or any third party software, hardware or equipment or any other cause not attributable to SyncCore;

[6.4] The parties acknowledge that the limitations of liability in clauses 6.1 and 6.2 and in the other provisions of these License Terms and the allocation of risk herein are an essential element of the bargain between the parties, without which SyncCore would not have entered into this Agreement. SyncCore’s pricing reflects this allocation of risk and the limitations of liability specified herein.

[7] Term and Termination

[7.1] The term of these License Terms commences on the earlier of (i) the date of shipment of the Software to the Customer or (ii) the date on which the Software is delivered to Customer or otherwise made available to Customer for download, and will remain effective unless and until earlier terminated by either party in accordance with this clause 7;

[7.2] Customer may terminate these License Terms at any time for convenience by providing written notice of its election to terminate to SyncCore;

[7.3] Without prejudice to either party’s other rights accorded to it by these License Terms or by law, either party can terminate these License Terms with immediate effect by written notice to the other party, if any of the following events occur: (i) the other party breaches these License Terms and fails to cure such breach within thirty (30) days of the receipt of written notice of such breach from the non–‐breaching party; (ii) the other party breaches these License Terms, and such breach is not curable (a breach of the License terms by Customer shall be deemed a breach which is not curable); (iii) the other party makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, becomes subject to any proceedings under any bankruptcy or insolvency law (whether domestic or foreign), has wound up or liquidated, voluntarily or otherwise; (iv) the other party becomes insolvent or ceases or threatens to cease to carry on its business in the normal course; (v) the other party suffers or permits the appointment of a receiver for its business or assets; or (vi) any other event analogous to those listed under (iii) through (v) occurs in the jurisdiction applicable to the party affected. The affected party shall promptly notify the other party in the event of the occurrence of any of the foregoing instances as per (iii) through (v);

[7.4] If the term of these License Terms expires or is terminated for any reason whatsoever, the License shall automatically terminate and Customer shall: (i) immediately cease using the Software and the Documentation; (ii) have a Customer senior officer certify to SyncCore within thirty (30) days after the effective date of termination that Customer has permanently deleted, destroyed, or, at SyncCore’s option, has returned to SyncCore, the Software and the Documentation and all copies thereof. Neither party shall be liable to the other for damages of any kind solely as a result of terminating these License Terms in accordance with this clause 7. Either party’s termination of this Agreement shall be without prejudice to any other right or remedy that it may have at law or in equity, and shall not relieve either party of breaches occurring prior to the effective date of such termination.

[8] Miscellaneous Terms

[8.1] Compliance With Law. Customer will comply with all Applicable Law in its use of the Software and Documentation, including all export laws and regulations;

[8.2] Waiver. The failure by either party to insist upon strict enforcement of any terms and conditions of these License Terms shall not be valid unless such party waives its rights in writing, and such failure shall not be construed as a waiver or relinquishment of the right to assert or rely upon any such terms on any future occasion;

[8.3] Severability. If any part of these License Terms is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of these License Terms, which will continue to be valid and enforceable to the fullest extent permitted by applicable law. The invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner;

[8.4] References. Customer agrees that SyncCore may use Customer’s name and logo in press releases, product brochures, financial reports and other promotional materials in any media indicating that Customer is a customer and end user of SyncCore;

[8.5] Governing Law - Jurisdiction. These License Terms shall be governed by, and construed in accordance with, the laws of California. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not govern the terms, interpretation or enforcement of this Agreement. Any action or proceeding arising out of or related to this Agreement shall be resolved via binding arbitration. The parties hereby consent to such jurisdiction and venue;

[8.6] English Language. These License Terms are in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

SyncCore Privacy Policy [v1 Jan 2020]

Effective as of January 3rd 2017

This privacy policy (“Policy”) describes how SyncCore Technologies (“SyncCore”) collects, uses and shares the personal information of consumer users of this website, https://SyncCore.io/ (the “Site”). This Policy also applies to all of our other web sites that post this Policy.

What We Collect

We may collect both personally identifiable and non–‐personally identifiable information from you (collectively, “your information”) through the Site. Personally identifiable information is information that identifies (whether directly or indirectly) a particular individual, such as your name, postal address, email address and telephone number. Non–‐personally identifiable information is information that does not directly or indirectly identifies you, and cannot reasonably be used to identify you. When non–‐personally identifiable information is directly or indirectly associated with personally identifiable information, this non–‐personally identifiable information may also be treated as personally identifiable information. Personally identifiable information may be treated as non–‐personally identifiable information after it has been aggregated and anonymized so that it no longer identifies you or can be used to identify you.

We may collect personal information from you in a range of ways.

Information You Give Us. We collect your name, email address and any other information you give us on our Site.

Information We Get Elsewhere. We may get information about you from other sources, such as other agreements between you and us. We may add this to information we get directly from your use of this Site.

Information Automatically Collected. We may automatically log information about you. For example, when visiting our Site, we log the pages you view, how long you spend on a page, access times and information about your use of our Site and actions you take on our Site. This type of information is collected to improve the Site and make it more useful to you.

Cookies. We may log information about you using “cookies.” Cookies are small data files stored on your hard drive by a web site. We may use both temporary cookies (which expire once you close your web browser) and persistent cookies (which stay on your computer until you delete them).

How We Your Information

We may use your information as follows:
- To operate, maintain, and improve our Site, products, and services;
- To respond to comments and questions and provide customer service;
- To provide and deliver products and services customers request.
- We store your personal information in our cookies; and we use those cookies to track and keep information about your movement from page to page within the Site. We will only keep your personally identifiable information for five (5) years, after which time your personally identifiable information will be deleted from our records.

Sharing Of Your Information

We will not share or sell your personally identifiable information with other parties, except:
- When we do a business deal, or negotiate a business deal, involving the sale or transfer of all or a part of our business or assets. These deals may include any merger, financing, acquisition, or bankruptcy transaction or proceeding;
- To detect, investigate and prevent activities that may violate our policies or be illegal;
- When we decide in our sole discretion that we need to for legal, protection, and safety purposes, including:

- To comply with laws;
- To respond to lawful requests and legal processes;
- To protect the rights and property of SyncCore, our agents, customers, and others. This includes enforcing our agreements, policies, and Terms and Conditions;
- In an emergency. This includes protecting the safety of our employees and agents, our customers, or any person;

- When we decide in our sole discretion that we need to share information with one of our employees or agents who needs it to do work for us.
We may share non-personally identifiable information with others.

Protection Of Your Information - Security Measures

We store your personal information on our servers in encrypted form using AES256 bit encryption. We do not employ any other technological measures to secure your personal information. We use reasonable commercial efforts to restrict access to your personal information to our employees, contractors, and agents, for whom the information is necessary to respond to you and provide, maintain and improve the Site.

Third Party Sites

Our Site may provide links to third–‐party web sites for your convenience and information. If you access those links, you will leave our Site. We do not control those sites or the privacy practices of their operators, which may differ from ours. We do not endorse or make any representations about third party web sites. The information you choose to give to unrelated third parties is not covered by this Policy and we have no responsibility to you with regard to your use of those third party web sites. We encourage you to review the privacy policy of any company you access on the Internet before submitting your personal information.

Children

We respect the privacy of parents and children and are committed to complying with the Children’s Online Privacy Protection Act (“COPPA”). Our Site is not directed to children under the age of 13, and we do not knowingly collect personally identifiable information from children under the age of 13. If a parent believes that his or her child has provided us with personal information, he or she can contact us via e–‐mail as listed below. We will promptly delete the information upon learning that it relates to a child under the age of 13.

Contact Information

We welcome your comments and questions about this Policy. You may contact us with comments and questions on this Policy by email at privacy@SyncCore.io

Changes To This Privacy Policy

Rom time to time, we may change this privacy policy to accommodate new technologies, industry practices, regulatory requirements or for other purposes. If we make any changes, we will post the revised Policy on our Site and change. New versions of this Policy will be effective and binding immediately. It is your responsibility to review this Policy from time to time.

Terms & Conditions [v1 Jan 2020]

The following presents SyncCore standard terms and conditions (“Terms and Conditions”) applicable to the sale of its products and services (“Products and Services”). When used in these Terms and Conditions, “You” and “Your” refer to the individual entering into this agreement (when entering into this agreement on behalf of yourself) or the entity entering into this agreement (when entering into this agreement as an authorized representative on behalf of such entity).

Entire Agreements; Acceptance; Order Of Procedence; Revocation

These Terms and Conditions apply to any offer, order form, quote, bid or proposal (“Offer”) issued by SyncCore to You concerning the provision of SyncCore’ss Products and Services. You may accept an Offer by executing a copy of the Offer and returning it to SyncCore by email, facsimile or courier or by clicking the “I ACCEPT” box in the order portal if the Offer is in click-through form.

Upon acceptance of an Offer by You, the terms of the Offer, together with any applicable end-user license agreement (“EULA”) and these Terms and Conditions together become and constitute a binding agreement (“Agreement”) between You and SyncCore.

Unless otherwise provided in the Offer, in the event of a conflict between these Terms and Conditions, the EULA and the Offer, the Offer shall prevail over the EULA which shall prevail over these Terms and Conditions. Prior final acceptance by You, the Offer is revocable by SyncCore.

[2] The Products And Services

The Products and Services for each Agreement shall be identified in the Offer.

[3] Price and Payment

[3.1] All prices quoted in the Offer are exclusive of sales taxes, value-added taxes, duties (including import duties), charges, levies, assessments and all other taxes and fees of any kind arising from Your purchase, import or export of the Products and Services (hereinafter, “Taxes”). Payment of all Taxes shall be Your sole responsibility. You agree to reimburse SyncCore for, and to indemnify and hold SyncCore harmless from, any such Taxes. SyncCore will invoice You in the event it is charged for any Taxes, and You shall pay any such invoice for Taxes in the same manner as all other invoices for Products and Services under Section 3.2.

[3.2] Prices will be fixed during the Initial Term of the Agreement. SyncCore will have the right to adjust its prices at renewal to then applicable service pricing.

[3.3] Payment terms are within SyncCore’ss sole discretion. The license costs, setup fees, hardware costs, monthly recurring costs (excluding usage costs) or any other one-off items shall be invoiced in advance. Usage costs will be invoiced at month end. Invoices for Products and Services are due and payable upon receipt of SyncCore’ss invoice. In case payment is not received within five (5) days after the invoice date, the outstanding amount shall be increased automatically and without prior notice of default by an interest rate of two percent (2%) per month or the highest rate allowed by relevant law if less, until the outstanding amount is paid.

If full payment is not received in timely fashion, SyncCore shall have the right, in addition to any other rights it may have at law, in equity or as agreed between both parties, to (i) terminate the Agreement, (ii) cease the production or shipping of any other Products ordered by You, and/or (iii) suspend one or more of the Services for which the payment is due until such time as the payment due is received by SyncCore in full (“Suspension Period”). SyncCore shall be held harmless and shall be indemnified by You against any costs, fees, expenses or claims arising from or related to SyncCore’ss exercise of its rights and remedies under this Section.

[3.4] If You dispute an invoice, You will provide SyncCore with a notification specifying the nature of the dispute and the amount involved and pay SyncCore the undisputed portion of the invoice within twenty (20) days after the invoice date. Invoice dispute notifications must be sent by You to SyncCore within not more than twenty (20) days after invoice date If not received by such time, all invoices will be deemed accepted by you. If any withheld amount is later found to be payable to SyncCore, You shall pay such amount plus interest pursuant to section 3.2.

[3.5] Notwithstanding delivery of and passing of risk in the Products, title to the Products shall not pass to You until final and full payment of the applicable fee(s) in cleared funds by You to SyncCore, including any additional charges, interest, Taxes and costs.

[3.6] SyncCore will start to bill for Services on the date on which You are notified that the Services are active and You can start using them.

[4] Terms and Termination

[4.1] The initial term of the Agreement (“Initial Term”) shall be agreed upon in the Offer and shall commence on the date of Your acceptance of the Agreement. The Agreement shall automatically renew for successive periods of yearly or monthly (each a “Renewal Term”) unless either party delivers to the other party written notice of its intention not to renew the Agreement no less than thirty (30) or (60) days for platinum plans and above prior to the end of the Initial Term or Renewal Term, as applicable. In case of termination of SyncCore services from MSP/Client/Reseller, The party should provide with written notification for termination of services as per the agreement days 30 or 60 days whichever is applicable.

[4.2] Notwithstanding anything to the contrary contained in the Agreement, SyncCore may, at its option and in addition to any other rights and remedies available at law or equity, terminate the Agreement: (i) anytime during a Suspension Period upon thirty (30) days prior notice; (ii) upon thirty (30) days prior written notice and the opportunity to cure upon Your actual breach of any material warranties and obligations contained in these Terms and Conditions, such as those contained in Section 7, and (iii) upon You becoming insolvent or bankrupt or making an assignment for the benefit of creditors or appointing (or having appointed) a receiver or trustee in bankruptcy or upon any proceeding in bankruptcy, receivership of liquidation being instituted against You and continuing for thirty (30) days without being dismissed.

[4.3] You may terminate the Agreement upon SyncCore’ss failure to cure a material breach within (30) days of receiving written notice of such breach.

[4.4] SyncCore reserves the right to interrupt the service, as needed for technical interventions designed to improve its operations or maintenance procedures, we refer to the procedures included in our SLA, , which is available for review at https://SyncCore.io/contract.

[5] License Grant

[5.1] Subject to the terms of the Agreement and upon payment in full of any and all related fees, SyncCore grants You a limited, non-exclusive, non-assignable right to use the Products and Services and to resell the Products and Services to end users who will use the Products and Services for their own internal purposes (“End Users”), including the right to resell and transfer any software licenses that are contained in, or which comprise, the products.

[5.2] You have the right to create promotional materials for the Products and Services and, as part of that process, You may use and modify the promotional materials and rebrand or white label product manuals provided to You (“Modified Materials”); provided that You may not distribute any such promotional materials for the Products or the Services unless You first provide SyncCore with copies and obtain SyncCore’ss consent to such distribution.

[5.3] You shall be solely and fully responsible for the operation, integrity and security of all Products and Services provided to You, including ensuring that all of Your personnel working with the Product and Services are adequately trained and experienced with the Products and/or Services.

[5.4] You shall be solely and fully responsible for ensuring that all End Users have accepted the for review at https://SyncCore.io/contract.

[6] Software And Services Supplied AS IS

By accepting the Agreement, You confirm and agree that the software portions of the Products and the Services provided by SyncCore are delivered ”as is”. You are in a position to evaluate the software and the Services, and SyncCore assumes no responsibility in case You fail to adequately or fully evaluate the software or the Services prior to entering into the Agreement.

[7] Warranties

[7.1] SyncCore´s Warranties. SyncCore represents and warrants to You, as of the date on which You entered the Agreement, that:

[7.1.1] Hardware components comprising the Products have a standard warranty of five (5) years starting from the date on which the Products are shipped to You or to Your customers. See Section 11 of these Terms and Conditions for remedies available to You for warranty claims.

[7.1.2] SyncCore reserves the right to modify or discontinue the warranties described herein at any time, in SyncCore’ss sole discretion. Such modification or discontinuation shall not affect or diminish any warranties in place prior to such modifications or discontinuation.

[7.1.3] SyncCore disclaims all warranties other than the warranties expressly stated in the Agreement. WITHOUT LIMITATION, SyncCore DISCLAIMS ALL WARRANTIES PERTAINING TO THE SOFTWARE PORTIONS OF THE PRODUCTS AND THE SERVICES, BOTH OF WHICH ARE LICENSED TO YOU “AS IS”, AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS AND SERVICES.

[7.2] Your Warranties. You represent and warrant to SyncCore, as of the date on which You entered the Agreement, that:

[7.2.1] You are the true and lawful owner or licensee of all software not supplied by SyncCore that You use with the Products and Services (including operating system licenses and all other applications), and You have the full right and ability to use such software.

[7.2.2] Your use of SyncCore controlled IP addresses and the Services, including any data transmitted, stored or received through use of the IP addresses, the Products, and/or the Services will not (i) violate any applicable laws, regulations, the EULA and acceptable use policy (“AUP”), (ii) cause a breach of any agreement with any third parties, or (iii) interfere with SyncCore’ss network or with any SyncCore customer’s use of SyncCore’ss products or services.

[7.2.3] You shall be solely responsible and liable for the proper configuration, operation and management of all software not supplied by SyncCore; and You shall defend, indemnify and hold SyncCore, its officers, directors, employees, agents, successors and assigns harmless from and against any and all third party claims relating to Your use of such software.

[7.2.4] You have obtained all necessary consents to conduct Your business in compliance with all applicable laws and regulations, including without limitation, all applicable privacy laws and regulations, and You will comply with all such applicable laws throughout the Agreement.

[7.2.5] If the Services location is not controlled by SyncCore, You shall provide SyncCore access (as SyncCore may reasonably request) to all necessary network, firewall, servers and other equipment to enable SyncCore to provide the Services.

[7.2.6] You shall be solely responsible and liable for complying with the terms and conditions, partnership agreements or any other required forms of any third party license resold by SyncCore, and You shall defend, indemnify and hold SyncCore, its officers, directors, employees, agents, successors and assigns harmless from and against any and all third party claims relating to Your use of such software.

[8] Software Support

Support to the software components comprising the Products is invoiced on a monthly basis. The right to receive support will be subject to timely payment of the invoices as stated in Section 3. . The actual tools and procedures to request software support from the SyncCore support team are described in the Support Guide

[9] Services Provided By SyncCore

[9.1] SyncCore shall provide the Services from SyncCore’ss operated facility or from a different facility specified by You as described in the Offer. If the Services location is not controlled by SyncCore, the provided Services are limited to actions that can be performed remotely without the need to have physical access to hardware onsite. In case onsite assistance by SyncCore employees is required in a location not controlled by SyncCore, You indemnify SyncCore and its officers, directors, employees, agent, successors and assigns against any claims, demands, liabilities, penalties, damages, judgment or other expenses (including attorney’s fees and court costs) in respect of damage to property, death or personal injury arising from any non-conformity or unsafe conditions at such location.

[9.2] Upon Your request, SyncCore can assign, for the duration of the Initial Term and any Renewal Term thereof, a certain number of IP addresses, which will be agreed by the parties and provided in the Offer. Any requested IP addresses as stated therein will be assigned by SyncCore based on information supplied by You in the IP address Justification Form in compliance with ARIN policies (www.arin.net). The IP Address Justification Form can be found at https://www.SyncCore.io/guides. You acknowledge that (i) IP addresses are assigned to You as part of the base Services and are not transferable, and (ii) control of the IP addresses remains with SyncCore, and no right, title or interest in or to the IP addresses passes to You. SyncCore reserves the absolute right to modify the IP addresses assigned to You at any time. You agree that any renumbering required of IP addresses upon termination or expiration of the Agreement is Your sole and exclusive responsibility.

[9.3] If the Services location is controlled by SyncCore, SyncCore shall perform the necessary hardware installation (Your hardware or SyncCore-assigned hardware) including any SyncCore software needed to make the Products and Services accessible for You. If the Services location is not controlled by SyncCore, it will be Your responsibility to perform the hardware installation, and You will make the hardware remotely accessible so SyncCore can perform the necessary software installations.

[9.4] The Services identified in the Offer may include, among others, the creation and/or hosting of a micro website promoting your offering to your customers. If so, SyncCore provides the Services “as is” and makes no representations or warranties in relation to such micro website , the accessibility and/or availability thereof, and/or the information and materials provided thereon.

SyncCore will offer the hosting services (if any) relating to the aforementioned micro website out of a SyncCore selected and controlled Service location. SyncCore does not warrant that the micro website will be constantly available, or available at all. By using the micro website, you agree that you will not bring any claim personally against SyncCore and/or SyncCore’ss officers , employees, agents, subsidiaries, successors or assigns. The present limitations of liability will apply to the aforementioned persons.

[9.5] SyncCore’ss obligations to initiate delivery of and continue to provide the Services shall be contingent upon You fulfilling the following obligations at Your sole cost and liability:

[9.5.1] Complying with the AUP throughout the term of the Agreement, which is available for review at https://SyncCore.io/legal

[9.6] SyncCore is not responsible for properly licensing the software You use with the Products and Services, including without limitation, any third party software not supplied by SyncCore. You shall fully cooperate with any third party audit request seeking to verify Your compliance or SyncCore’ss compliance with third party license requirements. SyncCore may, in its sole discretion, refuse to include connectivity to any of Your hardware or software not supplied by SyncCore when SyncCore determines in its reasonable discretion that such hardware or software is not fully compatible with SyncCore’ss software or when such hardware is not compatible with government electrical safety codes and rules.

[9.7] You will allow SyncCore to keep SyncCore-supplied software resident on Your hardware or on the SyncCore assigned hardware solely for SyncCore’ss use in providing Services as set forth herein. You acknowledge that You have no ownership interest in such SyncCore software and that SyncCore may remove its software from Your hardware upon termination or expiration of the Agreement for any reason.

[9.8] Shipping

SyncCore will use reasonable commercial efforts to ship the Products to You within ten (10) business days following the confirmation of the execution of an Agreement by You and to notify You in case this time frame cannot be met.

[9.9] Products may be delivered in one or more shipments and may arrive on different dates.

[9.10] Products will be shipped in accordance with the terms of the Offer. Products will be shipped (“EXW”) pursuant to the ICC Incoterms 2010. All shipping costs, insurance, handling and Taxes will be at Your expense.

[10] Return

[10.1] No Products or Product components may be returned under a Product warranty claim unless You notify SyncCore of Your warranty claim and obtain from SyncCore a Return Material Authorization (“RMA”). Replacement components will be shipped on the next business day following SyncCore’ss approval of Your RMA. Faulty components must be returned in the time allotted. If a Product or component is required to be returned under a Product warranty claim, the returned Product needs to be returned to the address indicated in the Offer. You will ensure that the returned Product or component is packaged and shipped pre-paid, in a manner suitable for delivery, and that the package is both certified and sufficiently insured.

You will bear all responsibility for the safe and timely delivery of such packages to the return address indicated in the Offer. Your failure to adhere to such time table may result in You being charged for replacement components. If SyncCore determines that the returned components have been tampered with or no fault is found, or if it is determined that the warranty on the returned components has expired or is void, You will bear the freight and shipping costs for the replacement component, as well as the shipping costs for the return of the original component.

[10.2] The components comprising the Products cannot be traded in or upgraded. You are hereby instructed that if any purchased Product is modified in any manner, any such modifications will void the Product’s warranty. Further, Your use or installation of any unauthorized third party components or any unauthorized servicing of the hardware components of the Products will void the Product warranty and may result in additional fees and/or costs to You.

[10.3] SyncCore reserves the right, in its sole discretion, to use new, like-new or refurbished components when repairing or replacing hardware components under warranty.

[10.4] Returns of any Products or Product components outside of the applicable warranties or warranty period or for which the applicable warranty is void will not be accepted.

[11] Limitation Of Liability; Indemnification

[11.1] SyncCore shall have no liability with respect to any claims arising out of or related to the Agreement for any indirect, consequential, exemplary, special or punitive damages, even if SyncCore has been advised of the possibility of such damages. SyncCore’ss total liability and financial obligation to You under any claim or cause of action, including without limitation, breach of contract, breach of warranty or negligence, shall be limited to the amounts actually paid by You to SyncCore for the Product and/or Services under this Agreement during the six (6) month period prior to the date the claim arose.

Notwithstanding the foregoing, the parties acknowledge and agree that SyncCore’ss sole liability and Your sole remedy for any breach of any warranty described herein is expressly limited to a credit of the fee paid by You to SyncCore for the relevant Products under warranty. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply to You, and You may have additional rights. In such jurisdictions, SyncCore’ss liability is limited to the greatest extent permitted by law.

[11.2] You shall indemnify and hold SyncCore harmless from and against all claims, causes of actions, expenses, costs and fees (including attorney fees) that SyncCore incurs as a result of Your breach of the Agreement.

[11.3] In the event You elect to lease or finance any of the Products or Services, You shall be solely and fully responsible for ensuring that any End User agrees and understands that under no circumstances shall the leasing or financing company be responsible for loss of data, loss of business uptime, inaccessibility to online data of any kind, website downtime, damages of any kind, and will indemnify and hold harmless SyncCore, the leasing or financing company, and/or its assigns, and/or Tenant for Co-Location for any and all claims, costs, legal costs and fees, and/or damages, and, upon request, provide both SyncCore and/or the leasing or financing company with a written confirmation of this acceptance.

[12] Intellectual Property

[12.1] You acknowledge that between the parties, SyncCore is, and shall remain, the sole and exclusive owner and/or authorized licensor of all trademarks, copyrights, patents, works of authorship, property rights, goodwill and any other intellectual property right comprising or contained in the Products and Services.

[12.2] You shall not take any action that directly or indirectly injures, diminishes, or may tend to injure or diminish any of SyncCore’ss intellectual property rights, nor shall You encourage any third person to do so. You agree to inform SyncCore immediately of any infringement of any of SyncCore’ss intellectual property rights of which You may become aware.

[13] No control

You acknowledge that SyncCore does not own or have any control over the content, availability, accuracy or any other aspect of any information, data, files, pictures or content in any form or any type (“Content”) made accessible or available by or to You or Your End Users through the use of the Products and Services. SyncCore does not monitor the use of the Products and Services by You or Your End Users except as provided in the Agreement. You shall indemnify, defend and reimburse SyncCore for, and hold SyncCore harmless from, any and all claims or lawsuits of any person and resulting costs (including reasonable attorney’s fees), damages, losses, consequences, awards and judgments: (a) based on the use by You or any third party of Content retrieved from or produced by the Products or Services, or (b) based on injury to any person or property attributable in whole or in part, directly or indirectly, to any operation, function or malfunction of the Products or Services or any part thereof.

[14] Miscellaneous

[14.1] SyncCore shall not be held liable or responsible for any delay or failure by SyncCore to comply with the Agreement occasioned by any cause beyond its reasonable control, including but not limited to transportation delays, Acts of God, earthquake, fire, flood, accident, strike, lockout, war, riot, civil unrest, martial law, embargo, excessive demand, government regulations or any other cause or circumstance which prevents or hinders SyncCore’ss performance.

[14.2] The delay or failure by either party to exercise or enforce any of its rights under the Agreement shall not constitute or be deemed a waiver of that party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. No amendment or waiver of any provision of the Agreement shall be effective, unless it is in writing and is signed by both parties.

[14.3] If any provision of the Agreement, including these Terms and Conditions, is held to be void, the remaining provisions shall remain valid and shall be construed in such a manner as to achieve their original purposes in full compliance with the applicable laws and regulations.

[14.4] The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective, permitted successors. SyncCore may assign the Agreement in its sole discretion, and You shall be provided notice of such assignment thereafter. The Agreement is personal to You and, accordingly, shall not be assigned by You without the prior written consent of SyncCore, which SyncCore may withhold for any reason. An assignee of either party authorized hereunder shall be bound by all the terms of the Agreement and shall have all of the rights and obligations of the assigning party set forth therein. The provisions contained the Agreement are for the sole benefit of the parties to the Agreement.

[14.5] Your relationship with SyncCore is that of an independent End User or reseller of the Products and Services. Your relationship with SyncCore shall not be interpreted to mean that the parties have agreed to form a company, an association or a joint venture.

[15] Governing Law; Dispute Resolution

All disputes arising out of or in connection with the Agreement, or in respect of any defined legal relationship associated therewith or derived there from, shall be resolved by binding arbitration conducted in English in New York.

The arbitration shall be before a single arbitrator selected by SyncCore and approved by You, and it shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Each party will bear its own costs and expenses except that the arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees, to the prevailing party. The arbitration, along with all filings and decisions, will be confidential except as necessary to enforce the award. Nothing in this Section will prevent the parties from moving for equitable relief, but the parties agree to submit to the jurisdiction of the state and federal courts with jurisdiction over New York for all claims involving equitable relief. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not govern the terms, interpretation or enforcement of the Agreement.

Service Level Agreements [v1 Jan 2020]

[1] Overview

The purpose of this Service Level Policy is to set forth the service levels at which SyncCore is to provide certain Services to Customer. Customer agrees that the remedies set out herein are the sole and exclusive remedy for SyncCore’s failure to meet a Service Level Guarantee. This Service Levels Policy applies only while Customer accounts are in good standing.

[2] Definitions. "Service Level Agreement" or "SLA"

- Hypervisor SLA;

- Storage SLA;

- Network Service SLA;

[3] Hypervisor SLA

SLA For Hypervisor Uptime is 99.9%This SLA applies to the availability of the actual hypervisor to Customer. Customer remains solely responsible for Virtual Machine OS (Guest OS) and all applications running inside Virtual Machine. Any Service interruption that results from a hypervisor lasts 44 minutes in any calendar month is a ‘Hypervisor Event’ constituting a failure to achieve this Hypervisor SLA. Calculations based on average of 730 hours per month.

[4] Storage SLA

SLA for dual replication Storage Uptime is 99.9%. This SLA applies to the availability of data and boot volumes stored on the SyncCore Shared Storage Cluster. Any Service interruption that results from Storage Cluster Unavailability and lasts 44 minutes in any calendar month is a ‘Storage Event’ constituting a failure to achieve this Storage SLA. Calculations based on average of 730 hours per month.

[4] Storage SLA

SLA for dual replication Storage Uptime is 99.9%. This SLA applies to the availability of data and boot volumes stored on the SyncCore Shared Storage Cluster. Any Service interruption that results from Storage Cluster Unavailability and lasts 44 minutes in any calendar month is a ‘Storage Event’ constituting a failure to achieve this Storage SLA. Calculations based on average of 730 hours per month.

SLA for triple replication Storage Uptime is 99.95%. This SLA applies to the availability of data and boot volumes stored on the SyncCore Shared Storage Cluster. Any Service interruption that results from Storage Cluster Unavailability and lasts 22 minutes in any calendar month is a ‘Storage Event’ constituting a failure to achieve this Storage SLA. Calculations based on average of 730 hours per month.

[5] Network Services

SLA SyncCore guarantees that within each calendar month, there shall not be a sustained packet loss of greater than 20% for more than 30 minutes. Any Service interruption that results from a packet loss greater than 20% for more than 30 minutes in any calendar month is a ‘Network Event’ constituting a failure to achieve this Network Services SLA. SLA for Network Services is measured via bit rates that are sampled at the IP level every five minutes during the billing period. Samples are taken at one IP Address per server. Verification occurs one minute after an initial alarm.

[6] Credite Request

SLA Within 10 business days of the end of the month in which the customer issues a Credit request concerning a Hypervisor, Storage or Network Event, Customer shall be entitled to request a reduction of 10% of the monthly recurring fee payable for Services for each such Event that occurred in a given month, up to a maximum 30% within a given month. Upon receipt of Customer’s request for such credit, SyncCore shall apply such credit against any amounts payable by Customer under the Customer Agreement in respect of Services delivered by SyncCore in respect of the following calendar month. Any credits to which Customer is entitled resulting from SyncCore’s failure to meet its SLA in the last calendar month during the term of the Customer Contract shall be paid out to Customer by SyncCore within 30 Business Days of the last day of the Term.

[7] SLA Exclusions

The following periods of time represent exclusions from the SLA:
- Periods of scheduled and emergency maintenance:

- Standard Maintenance Windows are Sunday any pre-scheduled time and Thursday 12:00 am – 5:00 am local data center time.
- Emergency Maintenance: SyncCore reserves the right to schedule Emergency Maintenance when deemed necessary in its sole discretion.

- Periods of scheduled and emergency maintenance as defined in this guide and any other times that may be specifically agreed to with Customer.
- Periods of downtime due to Customer-provided content or programming errors. Example: a CGI script or program written by Customer, or contracted party, that causes the server to be rebooted or Hypervisor to fail.
- Periods of downtime due to Customer-initiated commands, file transfers, or systems administration.
- Periods of downtime due to Customer directed and requested work that is not related to the routine management of Services.
- Individual server or network component outages that do not impact the overall availability of the Service due to redundancy in the design.
- Evaluation or approval of new software or hardware for use within SyncCore data center. This includes systems developed outside of SyncCore such as third-party systems or systems developed by Customer.
- Evaluation or approval of new software or hardware for use within SyncCore Partner data centre. This includes systems developed outside of SyncCore such as third–‐party systems or systems developed by Customer.
- An outage that is due to a DOS (Denial of Service) attack.
- An outage that is due to a worm or virus infection.
- An outage that is due to a vulnerability in the Customer software.
- An outage that is due to Customer application errors.
- An outage due to ransomware.
- An outage due to weak password. (instance compromise)
- The number of users exceeds the capacity of the infrastructure and application
- Time taken for SyncCore restore (Image level restore and file folder restore) depends on data size and size of the disk (in case of Image Level Restore).
- Acts of God OR natural calamities
- If the client has signed the PO after a successful completion of POC stating that SyncCore is fit for your workload deployment at technical level then no refunds will be processed due to any technical shortcomings.
- Money back Guarantee is valid only for first 10 days, if you are not satisfied with the SyncCore services.

The above listing of exclusions is for illustrative purposes only and is not, therefore, an exhaustive or complete list. SyncCore will investigate any report it may receive from Customer with respect to any Hypervisor Event, Network Event, or Storage Event and will use reasonable commercial efforts to remedy any Hypervisor Event, Network Event, or Storage Event for which it is responsible under this Service Levels Agreement. If SyncCore acting reasonably determines that the Hypervisor Event, Network Event, or Storage Event has been caused by factors outside the scope of its obligations under this Service Levels Policy, SyncCore shall be relieved of its obligations with respect to issuing credits here under and shall notify Customer of its determination.