Terms of Service

Last updated: August 27, 2014

This Terms of Service (the “Agreement”) sets forth the terms and conditions that apply to your access and use of the internet website owned and operated by Synesphere Smart Business Corp. (“Synesphere“, “we”, “our” or “us”) and located at http://synesphere.com and the services available thereon (collectively, the “Site“), including without limitation The Smart Marketplace that, among other things, enables individuals and companies to find, refer, negotiate and close complex product–service and other deals (the “Services”).

BY ACCEPTING THIS AGREEMENT, EITHER BY COMPLETING THE ONLINE APPLICATION PROCESS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A REGISTRATION OR SUBSCRIPTION THAT REFERENCES THIS AGREEMENT (THE “SUBSCRIPTION”), YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement and Synesphere’s Privacy Policy located at http://synesphere.com/privacy-policy (the “Privacy Policy”), as it may be amended from time to time in the future.

Synesphere may update this Agreement or the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time by accessing the Site. Your continued use of the Site and/or the Services shall be deemed irrevocable acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement and the Privacy Policy for your records.

Ability to Enter into this Agreement

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.

Your Profile Information and Account

You must be registered on the Site in order to access and use the Services that are subject to a valid subscription. Upon registration, you will choose a password for your user account (“Account”). You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Services. That email address and password, together with any or other user information you provide, such as your address, contact information and other business information, form your “Profile Information” and allow you to access your Account. You agree to provide true, accurate, current and complete Profile Information about yourself, your business and your products and services, and represent, warrant and covenant that (i) such information and material, whether provided during the registration process or thereafter during your use of the Site and/or Services, is true, accurate, current and complete and (ii) you will maintain and promptly update all such information to keep it true, accurate, current and complete. You consent to the inclusion of your Profile Information in the user and member information databases forming part of the Site and Services and you authorize Synesphere to share such Profile Information with other users and members of the Site and Services for the purposes of providing the features of the Site and Services to such users and members, and to otherwise disclose such Profile Information in accordance with the terms of the Privacy Policy.

Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Synesphere immediately.

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.

Fees

Synesphere offers access to the Services for different membership account types, and you may purchase access to the Services for one or more of such account types. Synesphere may also offer from time to time free or discounted limited access to specific features and functionality of the Services to certain users, including users known as “restricted invitees” who have been invited by existing members to participate in certain specific deal activity, and such users shall be bound by the terms and conditions of this Agreement notwithstanding such free or discounted pricing. The current fee structure for access to the Services can be viewed at http://synesphere.com/MemberFees, and includes user and membership account types as well as additional add-on features that may be purchased. Synesphere reserves the right to modify its billing rates at any time upon thirty (30) written notice by posting such fee changes through the Services or on the Site. You shall be responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated by this Agreement or your use of the Services. When we have the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

You shall pay all fees for Services ordered by you under the Subscription or otherwise, including without limitation, any additional fees resulting from use of the Services in excess of the levels included within your membership account type (for example, placing more marketplace posts than included within your membership account type or using more bandwidth than you have been allocated) for the term of your Subscription and any renewal of your Subscription. Unless otherwise specified in the Subscription or other form of order form provided by Synesphere, such fees shall be billed in advance for each month or year, as applicable, and are non-refundable. There will be no refunds or credits for partial months or years of service or for periods in which your account remains open but you do not use the Services. If you exceed the usage limits or fee thresholds of your purchased membership account type (for example, by placing more marketplace posts than included within your membership account type or using more bandwidth than you have been allocated), the amount you are charged will increase accordingly and you shall pay such additional amounts forthwith after receipt of an invoice for same.

At our discretion, we may offer free or discounted pricing for use of the Services (a “Discount Program”). Once the terms of any Discount Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Discount Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Discount Programs. We may cancel any Discount Program at any time in our sole discretion, without liability to you.

Submission of Content

The Services, including without limitation the deal room functionality forming part of the Services, enable you to provide or upload content, including but not limited to text, documents, images, video, data, and other information or content (collectively, “Content”), to Synesphere for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.

Synesphere will use Content you upload solely in connection with providing the Services to you and to other users of the Services, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to Synesphere a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Services to you (including without limitation the deal room functionality forming part of the Services). This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services. You also acknowledge and agree that such Content may be accessed, viewed and utilized by other users of the Services through the functionality and features of the Services, and that Synesphere is not responsible or liable for the use of such Content by such other users.

You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Synesphere and Synesphere’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity. As part of the Services, you may upload third party contact information for the purposes of utilizing the Services to refer deals, connect experts, and invite third parties to use the Site and Services. You represent and warrant that all third parties with respect to whom you provide contact information have consented to the use of such contact information for the foregoing purposes. You agree that Synesphere is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Synesphere. You agree to pay all royalties, fees and any other monies owing to any person by reason of Content uploaded, displayed or otherwise provided by you to the Site or Services.

Intellectual Property Rights

All right, title, interest and ownership and intellectual property rights in and to the Synesphere trademarks and the Site and Services, including but not limited to their “look and feel” (e.g. text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of Synesphere or its software or content suppliers. The Site is protected under Canada, United States and international copyright, trademark and other laws and treaties.

Subject to the terms and conditions of this Agreement, Synesphere grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid subscription solely for your internal business purposes. Use of any content or materials available on the Site or through the Services for any purpose not expressly permitted herein in strictly prohibited.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Synesphere related to the Services, the Site or Synesphere or its business (“Feedback“) shall become Synesphere’s property without any compensation or other consideration payable to you by Synesphere, and you do so of your own free will and volition. Synesphere may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Synesphere may decide into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Synesphere in any Feedback and, as applicable, waive any moral rights therein.

Synesphere retains the right to use, sell or distribute any Aggregated Data generated by our customers or users. “Aggregated Data” means records which have been stripped of information potentially identifying users, and which have been manipulated and/or combined to provide generalized, anonymous information. For example, you acknowledge and agree that such Aggregated Data may be used by Synesphere to provide information to you and other users of the Site and/or Services with respect to transactions and deals found on the Site and/or Services.

Confidential Information

You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from Synesphere during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.

Your Content, including without limitation any confidential information contained therein, may be accessed, viewed and utilized by other users of the Services through the functionality and features of the Services. You hereby acknowledge and agree that Synesphere is not responsible or liable for the protection of such Content, including without limitation any confidential information contained therein, and, as such, you should exercise caution before posting Content to the Services.

Acceptable Use and Conduct:

You hereby agree to act with honesty and integrity in all your dealings through and/or in connection with the Services, to provide truthful and accurate information to Synesphere and other users and members of the Services, and to honour all legal commitments made by you through or in connection with the Services.

You agree that that you will not publish or make available any Content that, or use the Site or Services in a manner that:

  1. infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
  2. introduces or uploads software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  3. except where expressly permitted, engages in spamming, “chain letters”, “pyramid schemes”, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate this Agreement, the Privacy Policy or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines;
  4. is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
  5. is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
  6. is harmful to minors in any way;
  7. is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Synesphere;
  8. impersonates an Synesphere employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
  9. interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site or Services, or that otherwise negatively affects other persons’ ability to use the Site or Services;
  10. uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;
  11. except as expressly permitted by Synesphere, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;
  12. stalks or otherwise harasses other users of the Site or Services or with information obtained from the Site or Services;
  13. collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
  14. requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Services;
  15. attempts to gain unauthorized access to the computer systems of Synesphere or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;
  16. posts adult or pornographic Content;
  17. decompiles or reverse engineers or attempt to access the source code of the software underlying the Site, the Services or any other Synesphere technology;
  18. copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;
  19. accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Services; or
  20. accesses the Site or Services for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Transactions among Buyers , Sellers, Experts and Connectors

Through the Services, Synesphere provides electronic web-based platforms for exchanging information between buyers and sellers of products and services and connectors and experts involved in such buy and sell transactions. However, Synesphere does not represent any of the seller, buyer, connector or expert in specific transactions. Synesphere does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale through the Services, the ability of the sellers to complete a sale or the ability of buyers to complete a purchase, or the ability of connectors and experts to help facilitate a buy and sell transaction.

Users are hereby made aware that there may be risks of dealing with people acting under false pretences. Synesphere uses reasonable efforts to verify the accuracy of the Profile Information of its users, however, because user verification on the Internet is difficult, Synesphere cannot and does not confirm each user’s purported identity or Profile Information. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.

You acknowledge that you are fully assuming the risks of conducting any purchase and sale or other transactions in connection with using the Site or Services, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions in connection with the Site or Services. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed through the Site or Services may violate or may be asserted to violate third party rights, and the risk that you may incur costs of defense or other costs in connection with third parties’ assertion of third party rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by users of the Site or Services as a result of purchase and sale transactions in connection with using the Site or Services may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks“. You agree that Synesphere shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

You are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site and/or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. In the event that you have a dispute with any party to a transaction, you agree to release and indemnify Synesphere (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

Disclaimer of Warranties

YOUR USE OF THE SITE AND SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE OR SERVICES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SYNESPHERE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SYNESPHERE OR THROUGH OR FROM THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SYNESPHERE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE AND/OR SERVICES. SYNESPHERE DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE AND/OR SERVICES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND SYNESPHERE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE AND/OR SERVICES. SYNESPHERE DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND/OR SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.

SYNESPHERE DISCLAIMS ANY WARRANTY THAT THE SITE OR SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND SERVICES OR THE SERVERS THAT MAKES THE SITE AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME SYNESPHERE MAY REMOVE THE SITE AND/OR SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE AND SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT SYNESPHERE, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE.

SYNESPHERE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY SYNESPHERE, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY SYNESPHERE.

THE SITE IS OFFERED AND CONTROLLED BY SYNESPHERE FROM ITS FACILITIES IN CANADA. SYNESPHERE MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Third Party Sites and Content

The Site and/or Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site and/or Services. These other websites are not under Synesphere’s control, and you acknowledge that Synesphere is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Synesphere or any association with its operators. You further acknowledge and agree that Synesphere shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.

Third Party Referrals

The features and functionality of the Services may permit you to provide third party contact information, including without limitation email addresses, for the purpose of inviting one or more third parties to access the Services or certain portions thereof. Each time you submit any such third party contact information, you represent and warrant that you have the necessary consents and approvals from and/or relationships with each such third party as required under applicable law to permit Synesphere to contact such third party for the purposes of inviting such third party to access the Services or certain portions thereof.

Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL SYNESPHERE OR ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, EMPLOYEES AND REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF SYNESPHERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE AND/OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SUBSCRIPTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SYNESPHERE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR OTHERWISE ARISING FROM YOUR USE OF THE SITE AND/OR SERVICES IS LIMITED TO THE TOTAL AMOUNTS YOU ACTUALLY PAID TO SYNESPHERE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SYNESPHERE’S AGGREGATE LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE FOREGOING, THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN SYNESPHERE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR SERVICES OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT SYNESPHERE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE OR SERVICES.

Indemnity

You agree to indemnify, defend, and hold harmless Synesphere, and its subsidiaries and affiliates, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to this Agreement or your use of the Site and/or Services, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site or the Services; (b) your breach or alleged breach of this Agreement; (c) claims asserted by third parties relating to products offered or displayed on the Site or Services; and (d) your violation of any rights, including intellectual property rights, of a third party. Synesphere reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Synesphere and you agree to cooperate with Synesphere’s defense of these claims. You agree not to settle any matter without the prior written consent of Synesphere. Synesphere will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Cancellation and Termination

You may cancel your Account at any time by contacting Synesphere or through any cancellation mechanism provided as part of the Services. This is the only way to cancel your Account. You will remain liable for all fees owing under your current Subscription for the term of such Subscription, regardless of when you cancel. If you cancel when you no longer have a term left on your Subscription, you shall remain liable for charges accrued on your Account up to the time of cancellation, including full monthly fees for the month in which you cancelled your Account. Following any cancellation of your Account, you acknowledge and agree that, while your user or member profile will be deactivated from the Services, historical information and deal content provided by you or otherwise related to your use of the Services may still be accessible through the Services, including without limitation as part of deal rooms in which you have been active.

Synesphere reserves the right to terminate this Agreement or modify, suspend or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice. Synesphere shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such termination, modification, suspension or discontinuance. Synesphere also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States. Synesphere reserves the right to terminate any portion of the Site at any time, for any reason, with or without notice.

Miscellaneous

If there is any dispute between you and Synesphere about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Site or the Services, howsoever arising, provided always that Synesphere may seek and obtain injunctive relief in any jurisdiction.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.

You agree that if Synesphere does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Synesphere has the benefit of under any applicable law), this will not be taken to be a formal waiver of Synesphere’s rights and that those rights or remedies will still be available to Synesphere.

The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Transactions among Buyers, Sellers, Experts and Connectors”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Third Party Referrals”, “Limitation of Liability”, “Indemnity”, “Miscellaneous” and any other sections or terms that ought reasonably to survive termination or expiration will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.

Contacting Synesphere

You may contact Synesphere by email at contact@synesphere.com or by mail at Synesphere Smart Business Corp. at 1685 H Street #374, Blaine, WA 98230-5110.

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