Welcome to Syncplicity!

Please read the following terms and conditions carefully. Syncplicity, Inc. (“Syncplicity”) provides the Syncplicity website located at www.syncplicity.com (the “Site”) and the related services through which users can use and access Sync Files (defined below), offline and online, regardless of what device or website they are using (“Services”). These Syncplicity Beta Release Terms of Service (“Terms of Service”) and all policies referenced in this document or elsewhere on the Site which are incorporated herein by reference are a legal agreement between you and Syncplicity and apply to you whether you are a visitor to the Site or a user who has registered with us and created a Syncplicity account (“Syncplicity User”).

YOU UNDERSTAND THAT BY CLICKING THE “SIGN UP” BUTTON, BY USING THE SITE, SERVICES OR YOUR SYNCPLICITY ACCOUNT OR BY ACCESSING ANY SYNC FILES OR USER FILES YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE SITE OR THE SERVICES. IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF SERVICE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” REFER HEREIN TO THAT BUSINESS.

ACCESSING YOUR COMPUTER, SYNCPLICITY FOLDERS AND THIRD PARTY ACCOUNTS

YOU ACKNOWLEDGE AND AGREE THAT BY UTILIZING THE SITE, SERVICES AND/OR SYNC FILES, TO PROVIDE YOU WITH THE SERVICES YOU CONSENT TO SYNCPLICITY ACCESSING AND/OR SCANNING (I) YOUR COMPUTER AND/OR ANY FILES, DATA OR INFORMATION THEREIN AND (II) ANY FILES OR CONTENT LINKED TO AS A RESULT OF YOUR ADDITION OF THIRD PARTY ACCOUNTS OR APPLICATIONS TO YOUR ACCOUNT PROFILE. IN THE EVENT THAT YOU CHOOSE CERTAIN SETTINGS (INCLUDING THE SELECTION OF “SYNCPLICITY FOLDERS”) IN YOUR ACCOUNT PREFERENCES YOU CONSENT TO PROVIDING OTHER SYNCPLICITY USERS ACCESS TO THE SYNC FILES YOU INDICATE.

REGISTRATION. In order to access certain features of the Site and Services, you must create a Syncplicity account and become a registered Syncplicity User. To become a registered Syncplicity User you must be at least 18 years of age. When you register you will be asked to choose a username and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You will immediately notify Syncplicity of any unauthorized use of your password. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete. Our Privacy Policy (http://www.syncplicity.com/legal/Privacy.aspx) contains information about our policies and procedures regarding the collection and use of personal information we receive from users of the Services.

As a Syncplicity User you consent to the use of: (a) electronic means to complete these Terms of Service and to provide you with any notices given pursuant to these Terms of Service; and (b) electronic records to store information related to these Terms of Service, your use of the Site and Services or your submission of Sync Files.

ACKNOWLEDGMENT OF BETA TEST

You acknowledge and agree that: (a) the Site, Syncplicity Content and Services are not official products and have not been commercially released by Syncplicity; (b) the Site, Syncplicity Content, Services and Sync Files may not operate properly, be in final form or fully functional; (c) the Site, Syncplicity Content, Services and Sync Files may contain errors, design flaws or other problems; (d) it may not be possible to make the Site, Syncplicity Content, Services and Sync Files fully functional; (e) the information obtained using the Site, Syncplicity Content, Services and Sync Files may not be accurate; (f) use of the Site, Syncplicity Content, Services and Sync Files may result in unexpected results, loss or corruption of data or communications, project delays, other unpredictable damage or loss, or exposure of your data and/or Sync Files to unintended third parties; (g) Syncplicity is under no obligation to release a commercial version of the Site, Syncplicity Content and Services; and (h) Syncplicity has the right unilaterally to abandon development of the Site, Syncplicity Content, and Services, at any time and without any obligation or liability to you.

MODIFICATION OF THE SITE OR TERMS OF SERVICE

Syncplicity reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Site or Services or to modify or terminate these Terms of Service without advance notice. Modifications to these Terms of Service or any policies will be posted on the Site or made in compliance with any notice requirements set forth in these Terms of Service. If any modification is not acceptable to you, your only recourse is to cease using the Site and Services. By continuing to use the Site or Services after Syncplicity has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications.

TERMINATION OR CANCELLATION OF THE SITE OR SERVICES

Without limiting other remedies, Syncplicity may at any time suspend or terminate your Syncplicity account and refuse to provide access to the Site or Services. In addition, Syncplicity may notify authorities or take any actions it deems appropriate, without notice to you, if Syncplicity suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Syncplicity; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Syncplicity Users, Syncplicity, any other third parties or the Site or Services.

You may terminate your Syncplicity account at any time and for any reason. Upon any termination by a Syncplicity User, the related account will no longer be accessible.

Any suspension, termination or cancellation will not affect your obligations to Syncplicity under these Terms of Service (including, without limitation, the rights granted by you to Syncplicity, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation. After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms of Service will immediately cease. Syncplicity will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING SYNC FILES OR SYNCPLICITY CONTENT) WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Syncplicity will have no obligation to maintain any information stored in our data centers related to your account or to forward any information to you or any third party.

CERTAIN DEFINITIONS

  • “Sync Files” or “User Files” means the information contained in the files that you or other users sync, back up, upload, download, access or otherwise organize or manage (including that related to other online services or applications) through the Site and Services.
  • Syncplicity Content” means, collectively, the text, data, graphics, images, Syncplicity trademarks and logos and other content made available through the Site and Services, excluding Sync Files.

SYNC FILES

While you retain all rights in any Sync Files, by using Site or Services, you hereby grant to Syncplicity a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use and exploit such Sync Files as necessary to provide you with the Services. In addition, you hereby grant all other Syncplicity Users who you invite to access the Sync Files you indicate a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use and exploit such Sync Files. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to Syncplicity. You acknowledge and agree that your use of the Site and Services will comply with our Copyright and IP Policy as set forth in the section below titled “Copyrighted Materials: No Infringing Use”

You acknowledge and agree that Syncplicity may, at its option, establish limits concerning Sync Files, including, without limitation, the maximum number of days that Sync Files will remain available via the Services or on the Site, the maximum size of any files that may be stored on or uploaded to the Site or Services and the maximum disk space that may be allotted to you for the storage of Sync Files on Syncplicity’s servers. Syncplicity will have no responsibility or liability for maintaining copies of Sync Files on our servers, and you are solely responsible for creating back-ups of your Sync Files outside of your use of the Site and Services for such purposes.

Disclaimer. You acknowledge that Syncplicity does not have any obligation to monitor the Site, Syncplicity Content, User Files or User Posts (defined below) for any purpose, but has the right to do so for the purpose of operating the Site and the Services, to ensure users’ compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Notwithstanding, Syncplicity is not responsible for the accuracy, completeness, appropriateness, legality or applicability of User Files or anything said, depicted or written by users in their User Posts, including without limitation, any information obtained by using the Site or Services. Syncplicity does not endorse anything contained in User Files or User Posts or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Syncplicity with respect thereto.

You acknowledge and agree that you should not rely on the Site, Syncplicity Content, Services and Sync Files for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, Syncplicity Content, or Services. Without limiting the foregoing, you will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of your use of the Site, Syncplicity Content, Services and/or Sync Files.

Syncplicity will have the right to investigate and prosecute violations of these Terms of Service, including Intellectual Property Rights (defined below) infringement and Site security issues, to the fullest extent of the law. Syncplicity may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service.

SYNCPLICITY CONTENT AND FEEDBACK

Syncplicity and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site, Services, Syncplicity Content and any other content made available through the Site or Services contained therein, other than your Sync Files. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, Syncplicity Content, any other content made available through the Site or Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Services, Syncplicity Content or any other content made available through the Site or Services (other than your Sync Files).

All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to Syncplicity, in any form, and any contributions you make to the Site by posting Syncplicity Content and communicating with other Syncplicity Users via posts to forums on the site (“User Posts”) will be the sole and exclusive property of Syncplicity. You hereby irrevocably transfer and assign to Syncplicity and agree to irrevocably assign and transfer to Syncplicity all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At Syncplicity’s request and expense, you will execute documents and take such further acts as Syncplicity may reasonably request to assist Syncplicity in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback and User Posts. You will not earn or acquire any rights or licenses in the Site, Syncplicity Content, and Services or in any Syncplicity Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.

USER CONDUCT

The Site and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site, Services, Syncplicity Content or Sync Files:

  1. Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any Intellectual Property Rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
  2. Access, tamper with, or use non-public areas of the Site (including but not limited to user folders not designated as ‘public’), Syncplicity’s computer systems, or the technical delivery systems of Syncplicity’s providers;
  3. Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
  4. Attempt to access or search the Site, Syncplicity Content, Services or User Files with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Syncplicity or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools.
  5. Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
  6. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Syncplicity Content, Services or User Files to send altered, deceptive or false source-identifying information;
  7. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Syncplicity Content, Services or User Files;
  8. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or plant malware on Syncplicity’s computer system, those systems of Syncplicity’s providers, or otherwise use the Site, Syncplicity Content, Services or User Files to attempt to distribute malware;
  9. Impersonate or misrepresent your affiliation with any person or entity;
  10. Encourage or authorize any third party to engage in any of the forgoing prohibited activities.

COPYRIGHTED MATERIALS: NO INFRINGING USE

You will not use the Site or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Syncplicity has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the Syncplicity Copyright and IP Policy (http://www.syncplicity.com/legal/Copyright.aspx) for further information.

SYNCPLICITY PROMOTIONS.

Syncplicity may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Site. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Site, as they may contain additional important information about Syncplicity’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Service, the terms and conditions of such Official Rules will control.

LINKS TO THIRD PARTY SITES

The Site may contain links to third-party websites or resources. You acknowledge and agree that Syncplicity is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Syncplicity Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Syncplicity of such websites or resources or the Syncplicity Content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

USE OF THE SITE AT YOUR OWN RISK

Your access to and use of the Site, Syncplicity Content, Services, Sync Files and User Files is at your own risk. Syncplicity will have no responsibility for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, Syncplicity Content, Services, Sync Files or User Files

SYNCPLICITY IS AVAILABLE “AS-IS”

THE SITE, SYNCPLICITY CONTENT, SERVICES, SYNC FILES OR USER FILES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SYNCPLICITY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

SYNCPLICITY MAKES NO WARRANTY THAT THE SITE, SYNCPLICITY CONTENT, SERVICES, SYNC FILES OR USER FILES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SYNCPLICITY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, SYNCPLICITY CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, SYNCPLICITY CONTENT, SERVICES, SYNC FILES OR USER FILES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SYNCPLICITY OR THROUGH THE SITE, SYNCPLICITY CONTENT, SERVICES, SYNC FILES OR USER FILES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

INDEMNITY

You agree to defend, indemnify, and hold Syncplicity, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of the Site, Services, Syncplicity Content, Sync Files and/or User Files; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that Sync Files caused damage to a third party, including without limitation claims that Sync Files are infringing.

LIMITATION OF LIABILITY

IN NO EVENT WILL SYNCPLICITY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, SYNCPLICITY CONTENT, SERVICES, SYNC FILES OR USER FILES, OR FOR ANY ERROR OR DEFECT IN THE SITE, SYNCPLICITY CONTENT, SERVICES, SYNC FILES OR USER FILES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SYNCPLICITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT SYNCPLICITY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SYNCPLICITY USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, SYNCPLICITY WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY SYNCPLICITY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES SYNC FILES AND/OR USER FILES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES. IN ANY CASE, SYNCPLICITY’S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED $50. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

GENERAL

No Assignment. You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Syncplicity. Any purported assignment or delegation by you without the appropriate prior written consent of Syncplicity will be null and void. Syncplicity may assign these Terms of Service or any rights hereunder without your consent.

Force Majeure. Syncplicity will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Syncplicity infrastructure or connectivity to the Internet, or failure at Syncplicity co-location facility, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Syncplicity will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues

Relationship of the Parties. For purposes of these Terms of Service, including if you create a Syncplicity account, you are not an employee or agent of Syncplicity and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Service, including without limitation any expenses associated with the implementation of these Terms of Service.

Severability and Waiver. In the event that any provision in these Terms of Service are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of Syncplicity to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision

Controlling Law and Jurisdiction. These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in San Francisco County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Notice. Any notice or other communication to be given hereunder will be in writing and given: (a) by Syncplicity via email (in each case to the address that you provide); (b) a posting on the Site; or (c) by you via email to or to such other addresses as Syncplicity may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

Entire Agreement. These Terms of Service are the entire and exclusive agreement between Syncplicity and you regarding the Site, Syncplicity Content, Services, Sync Files and User Files, and these Terms of Service supersede and replace any prior agreements between Syncplicity and you regarding the Site, Syncplicity Content, Services, Sync Files and User Files.

Questions. If you have any questions about these Terms of Service, please contact Syncplicity at .