Syntonic Wireless, Inc. Terms of Service

April 15, 2016

  1. Introduction
    1. Syntonic Wireless, Inc. (“Syntonic Wireless”) provides certain software, mobile apps and services to end users. These Terms of Service cover all software and services Syntonic Wireless may provide to users now and in the future, as well as Syntonic Wireless’ website(s) (collectively the “SW Products”).
    2. The following Terms of Service, together with Syntonic Wireless’s Privacy Policy at ww.syntonic.com/privacy] (collectively, the “Terms”), form a legal contract between you, the end user of the SW Products (“you”), and Syntonic Wireless regarding your use of the SW Products.
    3. PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY CLICKING “AGREE”, ACCESSING, DOWNLOADING OR USING THE SW PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF AT ANY TIME YOU DO NOT AGREE TO THE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SW PRODUCTS.
  2. SW Products License Grant.
    1. Ownership of SW Products. The SW Products are owned and operated by Syntonic Wireless. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the SW Products provided by Syntonic Wireless (the “Materials”) are protected by United States copyright, trade dress, patent and trademark laws, international conventions, and other relevant intellectual property and proprietary rights and applicable laws. Except for any Content provided and owned by users, all Materials contained on the SW Products are the property of Syntonic Wireless or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks and trade names are proprietary to Syntonic Wireless or its affiliates and/or third-party licensors. Except as expressly authorized by Syntonic Wireless, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Syntonic Wireless reserves all rights not expressly granted in these Terms.
    2. License Grant. Subject to your compliance with these Terms, Syntonic Wireless hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to use the SW Products for your own personal use.
    3. Reservation of Rights. Syntonic Wireless reserves all rights not expressly granted in these Terms.
  3. Ownership of Content; Representations and Warranties.
    1. Ownership of Content. You understand that all data made available through the SW Products, including without limitation text, video, images, audio and other digital content which you may have access to as part of, or through your use of, the SW Products (“Content”) is the sole responsibility of the person from whom such Content originated.
    2. Use of Content. You should be aware that Content may be protected by intellectual property rights held by third parties. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Syntonic Wireless or by the owners of that Content in a separate agreement.
    3. Syntonic Wireless Does Not Control External Sites or Content. You understand that by using the SW Products you may be exposed to Content that you may find offensive, indecent or objectionable and that you use the SW Products at your own risk. Syntonic Wireless reserves the right but shall have no obligation to pre-screen, review, flag, filter, modify or refuse to display Content in its discretion. You acknowledge and agree that Syntonic Wireless is not responsible for Content you view, or for the operation, terms of use, privacy practices or other aspects of External Sites.
    4. Syntonic Wireless Does Not Provide Network Connectivity. You acknowledge that specific external web and application servers and internet access generally may be unavailable from time to time, and agree that Syntonic Wireless cannot guarantee the availability of Content. 3.5 Availability of Sponsored Content. Some of the SW Products may allow Content providers to sponsor Content access over mobile data networks. Depending on agreements Syntonic Wireless has reached with Content providers and mobile carriers, some Content may be presented differently or may be unavailable from time to time based on your method of connecting to the internet. You understand and acknowledge that your user experience may be affected by your use of cellular vs wifi networks and other factors.
    5. Your Data Usage Rates May Vary. Some of the SW Products allow third parties to sponsor Content by paying for the cellular data you use. In such cases, Content is only sponsored when a sponsored content indicator is visible in the SW Products. If you can’t see the indicator you may incur fees for the data you use. Syntonic Wireless expressly disclaims any liability you may incur for data usage fees.
    6. Ownership and Responsibility for Your Content. Syntonic Wireless acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the SW Products, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are solely responsible for (and that Syntonic Wireless has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the SW Products and for the consequences of your actions (including any loss or damage which Syntonic Wireless may suffer) by doing so.
  4. Prohibited Conduct.
    1. By using the SW Products you agree not to:
      a) rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 2.1 above);(b) post, upload, or distribute any defamatory, libelous, or inaccurate material;(c) post, upload, or distribute any material that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;(d) impersonate any person or entity, falsely claim an affiliation with any person or entity, misrepresent the source, identity, or content of information transmitted via the SW Products, or perform any other similar fraudulent activity;(e) remove, circumvent, disable, damage or otherwise interfere with security-related features of the SW Products or Content, features that prevent or restrict use or copying of any Content, or features that enforce limitations on the use of the SW Products or Content;(f) modify, adapt, translate or create derivative works based upon the SW Products or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;(g) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or network protocols of the SW Products or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;(h) intentionally interfere with or damage operation of the SW Products or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;(i) use the SW Products to make unsolicited offers, advertisements, proposals, or send junk mail or spam. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;(j) use the SW Products for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy; or(k) use the SW Products to interfere with, gain unauthorized access to, overload or otherwise violate the integrity or security of any server, network, network access, personal computer or control devices, software or data, or other system, or to attempt to do any of the foregoing.
    2. No Removal of Marks. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the SW Products.
    3. Avoidance of Brand Confusion. You agree that in using the SW Products, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
  5. Third-Party Sites, Products and SW Products; Links.
    1. Some of the SW Products may display third party web sites, applications or services (“External Sites”). Syntonic Wireless does not endorse any such External Sites or the information, materials, products, or services contained on or accessible through External Sites. In addition, your correspondence or business dealings with, or participation in promotions of, third parties found on or through the SW Products are solely between you and such third parties. Access and use of External Sites, including the information, materials, products, and services on or available through External Sites is solely at your own risk.
  6. Termination; Terms of Service Violations.
    1. By Syntonic Wireless. You agree that Syntonic Wireless, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with Syntonic Wireless or your use, in whole or in part, of the SW Products and remove and discard your stored data (if any) at any time. Syntonic Wireless may also in its sole discretion and at any time discontinue providing access to the SW Products, or any part thereof, with or without notice. You agree that any termination of your access to the SW Products or any account you may have or portion thereof may be effected without prior notice, and you agree that Syntonic Wireless will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Syntonic Wireless may have at law or in equity.
    2. By You. Your only remedy with respect to any dissatisfaction with (a) the SW Products, (b) any of these Terms, (c) any policy or practice of Syntonic Wireless in operating the SW Products, or (d) any Content or information transmitted through the SW Products, is to discontinue using the SW Products and remove all Syntonic Wireless software.
  7. Indemnification.
    1. You agree to indemnify and hold Syntonic Wireless, and its officers, directors, employees, shareholders, agents (collectively “Agents”), licensors, subcontractors, affiliates, partners, licensors and suppliers (“Affiliates”) harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the SW Products, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Syntonic Wireless reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Syntonic Wireless, and you agree to cooperate with Syntonic Wireless’s defense of these claims. Syntonic Wireless will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
  8. Disclaimers; No Warranties.
    1. SW Products Provided As Is. You expressly agree that the use of the SW Products is at your sole risk. The SW Products and any information, third party software, Content, External Sites, services or applications made available in conjunction with or through the SW Products are provided on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind either express or implied.
    2. No Express or Implied Warranties. Syntonic Wireless and its Affiliates do not warrant that the data, Content, functions or any other information offered on or through the SW Products or any External Sites will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. Syntonic Wireless and its Affiliates do not warrant or make any representations regarding the use or the results of the use of the SW Products or any External Sites in terms of correctness, accuracy, reliability, or otherwise.
    3. Disclaimer. To the fullest extent permissible pursuant to applicable law, Syntonic Wireless and its Agents and Affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from Syntonic Wireless or through the SW Products will create any warranty not expressly stated herein.
  9. Limitation of Liability and Damages.
    1. Limitation of Liability. Under no circumstances will Syntonic Wireless or its successors, Agents or Affiliates be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to these terms or that result from your use or your inability to use the SW Products, and Content provided thereon or any External Sites, or any other online or offline interaction facilitated through use of the SW Products, even if Syntonic Wireless has been advised of the possibility of such damages.
    2. Limitation of Damages. The aggregate cumulative liability of Syntonic Wireless and its successors, Agents or Affiliates for damages, losses, and causes of action arising out of or relating to these Terms or your use of the SW Products or your online or offline interaction facilitated through use of the SW Products (whether in contract, tort including negligence, warranty, or otherwise) will not exceed $100.
    3. External Sites. These limitations of liability also apply with respect to damages incurred by you by reason of any products or services sold or provided on any External Sites or otherwise by third parties other than Syntonic Wireless and received through or advertised on the SW Products.
    4. Basis of the Bargain. You acknowledge and agree that Syntonic Wireless has offered its products and services and entered into these Terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Syntonic Wireless, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Syntonic Wireless. Syntonic Wireless would not be able to provide the SW Products to you on an economically reasonable basis without these limitations.
    5. Limitations by Applicable Law. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. The limitations or exclusions of warranties, remedies or liability contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
  10. Miscellaneous.
    1. Modification of These Terms. Syntonic Wireless may amend these Terms from time to time by posting an amended version on Syntonic Wireless’s website, within the app(s) and/or by sending you written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”). If you object to any such changes, your sole recourse will be to discontinue use of the SW Products. Your continued use of the SW Products following the Proposed Amendment Date shall constitute your acceptance of such changes. Notwithstanding the foregoing, Syntonic Wireless may amend the Privacy
      Policy at any time as set forth therein. Syntonic Wireless reserves the right to modify, suspend, or discontinue the SW Products upon notice to you. Syntonic Wireless shall not be liable should Syntonic Wireless exercise its right to modify, suspend, or discontinue the SW Products.
    2. Notices. Syntonic Wireless may provide you with notices, including those regarding changes to Syntonic Wireless’s terms and conditions, by email or postings on Syntonic Wireless’s website and within the app(s). Notice will be deemed given twenty-four hours after email is sent, unless Syntonic Wireless is notified that the email address is invalid. Notices posted on Syntonic Wireless’s website and within the app(s) are deemed given 30 days following the initial posting.
    3. Waiver. The failure of Syntonic Wireless to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Syntonic Wireless.
    4. Dispute Resolution by Binding Arbitration; Class Action Waiver. You and Syntonic Wireless agree to resolve any claims relating to these Terms through final and binding arbitration without giving effect to any principles of conflicts of law. The parties agree that, except as set forth under Exceptions to Agreement to Arbitrate below.Opt-out of Agreement to Arbitrate. You may opt out of this agreement to arbitrate. If you do so, neither you nor Syntonic Wireless can require the other to participate in an arbitration proceeding. To opt out, you must notify Syntonic Wireless in writing within 30 days of the date that you first became subject to these Terms. Your notice must include your name and residence address, the email address for your account on the SW Products (if any), and a clear statement that you want to opt out of this arbitration agreement. You must send your notice to the address in section 10.11 below.Arbitration Procedures. The American Arbitration Association will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The AAA rules will govern payment of all arbitration fees.Exceptions to Agreement to Arbitrate. Either you or Syntonic Wireless may assert claims, if they qualify, in small claims court in King County, WA or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the SW Products, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights)without first engaging in arbitration or the informal dispute-resolution process described above.Class Action Waiver. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Neither you nor Syntonic Wireless will participate in a class action or class-wide arbitration for any claims covered by these Terms. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Syntonic Wireless is a party to the proceeding.Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Syntonic Wireless agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of King County, WA. Both you and Syntonic Wireless consent to venue and personal jurisdiction there.
    5. Severability. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
    6. Assignment. These Terms and any rights and licenses granted hereunder, may be transferred or assigned by you only with Syntonic Wireless’s prior written consent. Any assignment attempted to be made in violation of these Terms shall be void.
    7. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 3, 4, 5, 7, 8, 9 and 10.
    8. No Third Party Beneficiaries. The parties specifically disavow any desire or intention to create a third party beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
    9. California Required Disclosures. The services are offered by Syntonic Wireless, Inc., located at: 119 First Avenue South, Suite 100, Seattle, WA 98104 and email: ToS@syntonic.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.