Terms of Capsyl.com

THESE TERMS ("TERMS" OR "TERMS OF SERVICE") RELATE TO THE CAPSYL PERSONAL CLOUD SERVICE AND COVER YOUR USE AND ACCESS TO OUR SERVICES, SOFTWARE AND WEBSITE ("SERVICES" OR "CAPSYL").BY SELECTING THE ACCEPTING OPTION, OR BY DOWNLOADING, INSTALLING, COPYING OR ACCESSING OR USING THE SERVICE YOU AGREE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM.

IF YOU ARE NOT AN AUTHORISED INDIVIDUAL AS DEFINED BELOW, YOU ARE NOT AUTHORISED TO USE THE SERVICE. ACCORDINGLY, DO NOT DOWNLOAD INSTALL, USE OR COPY THE SOFTWARE OR SOFTWARE-BASED SERVICE.

THIS SERVICE IS NOT INTENDED FOR USE BY PERSONS UNDER THE AGE OF 16. IF YOU ARE UNDER THE AGE OF 16, YOU MAY NOT USE THIS SERVICE OR PROVIDE SYNCHRONOSS WITH ANY PERSONALLY IDENTIFIABLE INFORMATION. IF YOU ARE 16 OR OLDER BUT NOT OF LEGAL AGE TO ENTER INTO A CONTRACT, YOU SHOULD REVIEW THESE TERMS AND CONDITIONS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND THESE TERMS AND CONDITIONS. IF THE LAW WHERE YOU RESIDE REQUIRES THAT YOU MUST BE OLDER IN ORDER FOR US TO LAWFULLY PROVIDE THE SERVICES TO YOU WITHOUT PARENTAL CONSENT (INCLUDING USE OF YOUR PERSONAL DATA), THEN YOU MUST BE THAT OLDER AGE. SERVICES ARE MADE AVAILABLE UNDER VARIOUS SERVICE PLANS THAT MAY OFFER DIFFERENT FEATURES AND/OR STORAGE CAPACITY. NOT ALL PLANS ARE AVAILBLE IN ALL LOCATIONS OR REGIONS.

DEFINITIONS The following terms in the Terms and Privacy Policy have a specific meaning.
"Authorized Individual" an individual who has been expressly granted permission to access and use the Services, including those purchasing the Services from a Reseller, in accordance with these Terms.
"Reseller", means an authorized distributor or reseller of the Services that has an agreement in place with us to offer Capsyl to its subscribers and provide certain billing and support services pertaining to Capsyl to you.
"Content" means content or media files that You may create, manage, access, download, upload, transmit store or share using the Services.
"Device" means a handheld device, personal computer, or tablet capable of accessing a wireless network.
"Personal data" means any information relating to an identified or identifiable natural person (‘data subject'); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. The information may include names, e-mail and mailing addresses, telephone numbers, billing and account information, and other information incidental to the services and their provisioning.
"Synchronoss" means either (a) Synchronoss Technologies Inc., with its principle place of business at 200 Crossing Blvd, New Jersey 08807, United States, if your principal place of residence is any country that is not in the European Economic Area (EEA); or, if your principal place of residence is in the EEA (b) Synchronoss Software Ireland Limited with its registered office at The Academy, 42 Pearse Street, Dublin 2, Ireland.
These Terms cover any and all Synchronoss software, programs and software based services and web applications licensed by or made available to you in the context of your use of the Capsyl Service, including support tools, web portals directly supporting your use of the software or service, related documentation and any updates and upgrades to any of above (together "Capsyl", "Service" or the "Services").

ACCOUNT FEES AND CANCELLATION

Payment Methods: You authorize us (and the applicable Reseller) to charge the primary Payment Method indicated when ordering your Service and any available Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend or terminate your access to the Service until we have successfully charged a valid Payment Method. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party, such as a credit card provider, Reseller, content subscription provider, application store provider or a mobile phone provider.

Billing: You will be automatically billed from the date you create your Capsyl account and on each periodic renewal until cancellation. If you purchase Services from a Reseller, fees for your Services and available Service Plans shall be as provided to you by the Reseller. In addition, your billing for the Services, Payment Method and related terms shall be as provided to you by the Reseller from whom you purchased the Services. You must cancel your Service subscription, in accordance with published cancellation procedures before it renews in order to avoid billing of the subscription fees for the next billing cycle (see "Cancellation" below). We reserve the right to use a third party for billing purposes.

You're responsible for all applicable taxes, and we'll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn't override these laws. The Service may be available for purchase on annual plans where fees for the applicable period are prepaid. If you elect an annual or multi year pe-pay Service plan, at the conclusion of the applicable period for which you have prepaid, the Service shall automatically renew for a like term (the fee for such renewal shall be the then current list price for such Plan in effect at the time of such renewal) unless a different fee is specified by your Reseller.

Questions about your account or use of your Service: If you purchase Services from a Reseller, you must look to the Reseller for the billing information about your subscription, including fees, account renewals and Service plan changes, as well as any questions pertaining to payments or use of the Services. You may obtain notices about your Services from Synchronoss and/or from the Reseller from whom you purchase the Services.

Changes: We may add new Service plans and remove or terminate available plans for the Service. We may change the fees in effect on renewal of your subscription, to reflect factors such as changes to our product offerings, changes to our business, or changes in economic conditions. We'll give you no less than 30 days' advance notice of these changes via a message to the email address associated with your account and you'll have the opportunity to cancel your subscription before the new fee or plan change comes into effect.

Cancellation and Refund Policy: You may cancel your Capsyl account at any time. If you purchase the Service from a Reseller, you must use the cancellation procedures published or provided to you by the Reseller. Refunds are only issued if required by law. For example, users living in the European Union or the United Kingdom have the right to cancel their Capsyl subscriptions within 14 days of signing up for, upgrading to, or renewing a paid Account. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn't override these laws. If you purchased your Capsyl subscription through the Apple app store, you can request your refund from Apple directly. To request a refund, follow the instructions from the Apple support page. Please note that Apple may limit the time period in which you can request a refund.

NOTE: If you want to stop using the Service, you are responsible for downloading any Content that you wish to save before deleting your Account and disabling the software on your device.
We reserve the right to limit, suspend or terminate your access to the Services in some circumstances described in more detail below.
Should you pay for additional user(s) on your Account, you are responsible for providing notice of cancellation, suspension or termination (as applicable) to such additional user(s) to allow a reasonable opportunity for such additional user(s) to download their Content prior to deletion of the Account.
You are using the Services at your own responsibility and risk. Some of the Service features may not be compatible with the entire variety of mobile devices and computers and their operating systems and firmware. You shall be solely responsible for procuring a compatible device.

YOUR CONTENT

When you use Capsyl, you provide us with your Content. These Terms don't give us any rights to your Content except for the limited rights that enable us to offer the Services to you.
Capsyl will host your Content, back it up, and share it when you ask us to. To provide these and other features, Capsyl accesses, stores and scans your Content. You give us permission to do so, and this permission extends to our affiliates and trusted third parties.
Privacy: By using the Capsyl Service, you grant Us the right to process your Personal Data including metadata in accordance with and for the purposes outlined in the Privacy Notice.
You acknowledge and agree that the Capsyl Service is currently hosted in either (i) the United States, or, (ii) where the applicable Data Controller is located in the UK or EEA, the EEA and/or the UK (for the avoidance of doubt, please note that notwithstanding hosting location, data may be transferred to third countries including the United States for example for the purpose of providing support). We may alter these locations upon providing notice to you.
We might be asked by public bodies such as law enforcement agencies to give information about you and your use of the Services. If those requests are lawful, we obey them. You can read more about this in our Privacy Notice.
You are informed that while efforts are taken, in accordance with applicable law, to make storage, access to and transfer of Content secure against third party intrusion, to the fullest extent permitted by applicable law, Synchronoss provides no guarantees against intrusions due to unlawful interception of data transfers, security breaches on data repositories, incorrect or incomplete implementations of security measures on user Devices or browsers.
By using the Services, you grant a non-exclusive, fully-paid and royalty-free, sub-licensable, assignable, irrevocable worldwide license to provide all facilities and to enable those facilities to take all actions with respect to Content that may be necessary or reasonable to provide, or to facilitate the provision of, the Services, pursuant to any current and future patents, copyrights and trademarks owned or licensable by You, to the extent necessary for us or our Resellers to exercise any license right granted herein, including, without limitation storing, uploading, retrieving the Content; making the Content available to You; transcoding Content into a viewable or otherwise appropriate format, or transferring your Content from one mobile device to another mobile Device.
You are responsible for managing your Content, including the access permissions to the content. When you are sharing your Content, anyone receiving your copy of the sharing link may access the files you have shared. You are responsible for any mobile service or internet service provider charges that you may incur for using our Services, including text-messaging (such as SMS, MMS, or future such protocols or technologies) and data charges. If you're unsure what those charges may be, you should ask your service provider before using the Services. By providing us with your mobile phone number, you agree to receive SMS messages from us or our Reseller (or third party Payment Method) related to the Services, including about promotions, your account, and your relationship with us or your Reseller. If you change or deactivate the mobile phone number that you used to create an account, you must update your account information to prevent us from sending messages intended for you to someone else.
You are solely responsible for your Content (and that of anyone granted access to your account by you) and your actions and omissions in connection pertaining to your or other's Content. By choosing to share Content with others via any means, including messaging, social media or other services, you are making your Content publicly available. You represent and warrant that you have the right to publicly share your Content, and to permit and enable others to access, distribute, copy, transmit, download, stream, perform or otherwise use your Content without your prior knowledge or consent, and you expressly authorize all of those actions. When you are sharing access to your account (where permitted under the Service plan you select), anyone you grant access to shall have access to your Content and you are responsible for any access and use or Services and any Content of such user you authorize.
We are not responsible for and expressly disclaim any liability for actions taken by you or others in connection with Content that you choose to share, view, or otherwise access through the Service. We don't control or endorse your or other users' Content. By using the Service, you may be exposed to content that you find offensive, indecent or otherwise objectionable. We are not obligated to screen or monitor Content, but We reserve the right to do so in accordance with the Privacy Notice, and to suspend or restrict sharing of Content that is identified as copyrighted or otherwise against applicable law. We may also remove Content without notice and in Our sole discretion. If you choose to use the Service to sync or transfer Content between your mobile Devices using a WiFi or similar network, you are solely responsible for ensuring the security of the network that you use. Despite these restrictions, please be aware that some material provided by users may be objectionable, unlawful, inaccurate, or inappropriate. Synchronoss does not endorse any user posted Content, and such user posted Content does not reflect the opinions or policies of Synchronoss. If we provide links or pointers to other websites or destinations, you should not infer or assume that Synchronoss operates, controls, or is otherwise connected with these other websites or destinations. When you click on a link within the Services, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. These Terms do not govern your use of another website or destination.
Subject to these Terms and applicable law, use of the Services is at your own risk and to the fullest extent permitted by applicable law. Synchronoss and its Resellers shall not be held liable for unauthorized access by third parties to the content you share or store through your use of the Services.

OUR INTELLECTUAL PROPERTY

Title, ownership rights, and intellectual property rights in the Services shall remain with Synchronoss and/or its licensors. The Service is protected by copyright laws and international copyright and other intellectual property treaties.
The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don't grant you any right, title, or interest in the Services, others' content in the Services, trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
You may provide ideas, concepts, or suggestions on use or improvement of the Services ("Feedback"). We will also be free to fully use any feedback for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such feedback without payment or accounting to You. If You provide Feedback to Synchronoss, you agree that any Feedback provided becomes the property of Synchronoss and you assign all intellectual property rights in the Feedback to Synchronoss, or, if applicable, you agree to take such further steps as may be requested by Synchronoss to give effect to such assignment. All Feedback shall be deemed the proprietary and confidential information of Synchronoss. You agree not to provide Synchronoss with any Feedback that is or may be subject to the intellectual property claims or rights of a third party.
Copyright Infringement: Synchronoss will respond to notices of alleged copyright infringement if they comply with applicable law. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of infringers. Please refer to the DMCA Policy located here for notice details.

SUBSCRIPTION LICENSE

Upon your acceptance of these Terms you are granted a non-exclusive, non-transferable right to use the Service for a specified time period as separately agreed between yourself and Synchronoss (such period not to exceed the period of subscription provided to you by an applicable Reseller, unless otherwise expressly agreed). We and our licensors reserve any and all rights not expressly granted to you. We may change these Terms from time to time. You agree to follow all rules and policies applicable to the Services, including required or automated updates, modifications and/or reinstallations of Services and obtaining available patches to address security, interoperability and/or performance issues. There may be more than one method of accessing the Services. Not all features are available through all access methods.
You may: A) install and use the Service software only on Devices owned or leased by you and B) use such Service software solely for the purpose of accessing and using Services of Synchronoss in accordance with the terms and any additional terms of use applicable to such Services.
We may at any time terminate your license to the Service and any software that is part of the Service, the availability thereof, any of its features, limit or readjust the storage allotment available to you or convert free features to chargeable. Non-payment of amounts due or a prolonged period of inactivity may also lead to deletion of or limiting the access to your Content managed via the Service. Where such changes affect your use of the Service, you shall be separately notified. Please see the section on Termination below for more details.

You represent, warrant and agree that:

  1. You will use the Service as authorized by the Terms and in compliance with all applicable laws, rules and regulations, including without limitation, all applicable intellectual property laws, rules and regulations;
  2. You agree to abide by our Acceptable Use Policy;
  3. You will not use the Service to redistribute, rebroadcast, publicly perform, publicly display or otherwise transfer any copies of Content, or otherwise make use of Content in any way that would infringe anyone else's copyright or other ownership right in such Content or violate any laws, rules or regulations applicable to such Content;
  4. You agree not to use the Service for anything illegal or unlawful and that includes promoting or advancing criminal activities;
  5. You agree and acknowledge that your Content in Capsyl may be subject to screening for illicit content such as child sexual abuse content. In such circumstances we can report you to the police or other applicable law enforcement agency;
  6. You own or have the necessary licenses, rights, consents, and permissions (including but not limited to patent, trademark, trade secret, copyright, rights of publicity and privacy and other proprietary rights): (a) to store the Content on the Service and to permit access to such Content by others, and (b) to permit Us to fully provide the facilities for the Service, and to exercise the licenses you grant to Us in these Terms;
  7. The inclusion of your Content and use of the Service to store and provide access to your Content and exercise by Us of the license granted by you herein will not violate or infringe upon the trademark, trade name, copyright, right of privacy or publicity, property rights, or any other proprietary rights of any person or entity;
  8. You will protect your password to access Services and your devices and accounts that may be used in added authentication for your access to Services.

Limitations:

You may not:
  1. install and use the Service against these Terms;
  2. distribute copies of the Service to a third party, electronically transfer Capsyl to a Device belonging to a third party, or permit a third party to copy the Software, except and to the extent where such activity is expressly stated in related documentation;
  3. modify, adapt, translate, rent, lease, resell, distribute or create derivative works based upon the Service and/or related files (including but not limited to databases, news, descriptions or any other content) or any part thereof;
  4. decompile, reverse engineer, disassemble, or otherwise reduce the Service and/or related files (including but not limited to device client software published by Synchronoss, databases, news, descriptions or communications between softwares) to any human-perceivable form (except to the limited extent permitted under mandatory copyright legislation) as the Service contains or may contain trade secrets of Synchronoss and its
licensors;
  1. use the documentation for any purpose except to support your use of the Service;
  2. use the Service or any portion thereof to implement any product or service to operate on or in connection with the Service for any other purpose than for which the Service is provided; or
  3. modify any content (other than Content that you generate yourself or otherwise own) obtained through the Service for any reason.
If we believe you have breached these Terms, or any of the policies referenced herein, we reserve the right to act. That includes: (i) looking into the breach (we may use your personal details to phone or email you to find out more, or to share our concerns); (ii) issuing you with a formal warning; (iii) restricting your access to any illegal material or data; (iv) blocking, limiting or suspending your access to any or all of our Services; (v) Terminating your agreement with us, and your access to our Services (with or without notice).
Open Source Licenses: You acknowledge that certain components of the Service may be covered by so-called "open source" software licenses ("OSS Licenses"), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without any limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format ("Open Source Components"). In respect of the Open Source Components, the following stipulations shall apply; i) to the extent expressly required by the OSS licenses, the terms of relevant OSS licenses (including in particular the scope of license as well as disclaimers of warranties and liabilities) shall apply to the respective Open Source Component(s) in lieu of these Terms and ii) to the extent the applicable terms of OSS Licenses prohibit any of the restrictions in these Terms such restrictions will not apply to respective Open Source Components. Such OSS Licenses relating to respective Open Source Components are located at the installation directory of the Software or in such other place as indicated in the Software, when so required by the terms of OSS Licenses.

YOUR INDEMNITY TO US

The Service may support features such as backing up, transferring, viewing, editing, adapting, copying, synchronizing and sharing (jointly "managing") Content (i) that is located on your Device and on designated external services, (ii) for which you hold the reproduction and/or communication rights and (iii) that is not illegal under applicable laws. The Service is not an archiving service. Limitation on Use. The Service is intended to be used for managing only individual files of certain commonly used desktop Softwares, for example document, photo and video file types.
The Service may also be used to manage files / data in third party services, but it does not backup files from such sources. The Service management capabilities may vary from one Device to another. The Service is not intended to be used to manage (i) Content from/made available through corporate network services, (ii) programs, (iii) operating systems or (iv) data formats commonly held on servers such as but not limited to databases. You shall refrain from using the Service from backing up Content that is not primarily located and stored on your Device and/or internal computer hardware (e.g. external storage devices or content stored on an internal and/or external network). Operations are carried out by the Software automatically by default during a determined period depending on related technical constraints and thus no guarantee is provided for specific period of time during which the backup operations may be finalized. The Services and certain features of the Service may require you to download client software to your device, which may update automatically.
You acknowledge that use of the Service may result in additional network or data transfer costs. Such added costs may vary based on type of Device / connection / operator network and you, not Synchronoss, are responsible for such costs. Content stored by the Service may be deleted because of Service settings, quota changes or your commands. We have no obligation to store any of your Content beyond cancellation, termination or expiration of the subscription license, but may retain the Content / data thereof for a limited period of time in accordance with the privacy policy or may provide a grace period at its discretion.
You will not manage or upload any (i) illegal or infringing content, (ii) any unlawful, offensive, abusive, obscene, pornographic, harassing, libelous or otherwise inappropriate content or material or (iii) any content that breaches and third party's intellectual property rights or any applicable laws relating to intellectual property, including for the avoidance of doubt applicable copyright laws (iv) or any content that is against the permissible content guidelines maintained by the operator from whom you have acquired the Service.
You shall indemnify, defend and hold harmless Synchronoss, its licensors, suppliers, employees and agents (collectively the "Indemnitees") against any and all costs, charges, claims, damages, liabilities incurred and/or proceedings taken against any of the Indemnitees, including without limitation outside legal counsel and consultants fees, resulting from (i) illegal conduct and/or violation of rights of third parties, and, if a feature such as shared storage is applicable, any failure by You to provide notice to additional user(s) in the event of cancellation, suspension or termination of your Account and/or (ii) any damage that you may cause through your use of the Service.

DISCLOSURES AND WARRANTY DISCLAIMERS

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS IMPLEMENTED WITHOUT SPECIFIC CONTROLS THAT MAY GENERALLY BE REQUIRED OR CUSTOMARY FOR USERS IN ANY PARTICULAR INDUSTRY (INCLUDING WITHOUT LIMITATION USE IN STORING, TRANSMITTING OR MANAGING CREDIT CARD TRANSACTION DATA OR PROTECTED HEALTH INFORMATION) AND ARE NOT DESIGNED TO SATISFY ANY SPECIFIC LEGAL OBLIGATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THAT THE SERVICE SATISFIES ANY LEGAL, REGULATORY OR CONTRACTUAL OBLIGATIONS YOU MAY HAVE. YOU AGREE TO USE THE SERVICE IN ACCORDANCE WITH ALL APPLICABLE LAWS AND NOT TO USE THE APPLCIATION IN ANY MANNER THAT MAY IMPOSE LEGAL, REGULATORY OR CONTRACTUAL OBLIGATIONS ON US OTHER THAN THOSE WITH WHICH WE HAVE EXPRESSLY AGREED TO COMPLY IN THE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE NOT TO CAUSE, OR OTHERWISE REQUEST THAT WE CREATE, RECEIVE, MAINTAIN OR TRANSMIT PROTECTED HEALTH INFORMATION (AS DEFINED AT 45 C.F.R. § 160.103) FOR YOU OR ON YOUR BEHALF IN CONNECTION WITH THE SERVICES OR IN ANY MANNER THAT WOULD MAKE SYNCHRONOSS A BUSINESS ASSOCIATE (AS DEFINED AT 45 C.F.R. § 160.103) TO YOU.
THE SERVICE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR RESALE AS CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMACE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.
IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

SERVICES "AS IS" - DISCLAIMER OF WARRANTY ON SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW THE SERVICE AND ANY CONTENT IS PROVIDED "AS IS", WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, FROM SYNCHRONOSS AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS. SYNCHRONOSS, ITS RESELLERS AND ITS LICENSORS DO NOT GUARANTEE THE SERVICE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SYNCHRONOSS, ITS RESELLERS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, AVAILABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND RELATED DOCUMENTATION. WE DO NOT WARRANT THAT THE SERVICE WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR DEVICE. FURTHERMORE, YOU ACKNOWLEDGE THAT USE, AS WELL AS COMPATIBILITY AND INTEROPERABILITY PROBLEMS, CAN CAUSE THE PERFORMANCE OF YOUR DEVICE TO DIMINISH.


No oral or written information or instructions given by Synchronoss, its agents, or employees shall create a warranty or in any way increase the scope of the foregoing limited warranty and you may not rely on any such information or instructions.
Some jurisdictions do not allow the limitation or exclusion of express or implied warranties, so the above exclusion may not apply to you, and you may have other rights, which may vary from jurisdiction to jurisdiction. For example, these disclaimers do not override the legal protections, including statutory warranties, granted to consumers by EU law.

LIMITATION OF LIABILITY

WE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR SYNCHRONOSS' OR ITS AFFILIATES' FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN'T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU.
IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, SYNCHRONOSS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS OR RESELLERS WON'T BE LIABLE FOR:
IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING BUT NOT LIMITED TO TORT OR CONTRACT, SHALL SYNCHRONOSS, ITS EMPLOYEES, RESELLERS, LICENSORS, AGENTS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, LOSS OF REVENUE OR PROFIT, ANY SECURITY ISSUES THAT MAY RESULT FROM YOUR USE OF THE SERVICE, LOST, STOLEN OR DAMAGED DATA, FILES, DEVICE OR SOFTWARE FAILURE OR MALFUNCTION OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF THE USE OF, OR INABILITY TO USE OR IN ANY WAY RELATED TO THE USE OF THE SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH ANY ACCESS POINT OR COMPATIBLE DEVICE), THE SERVICE OR RELATED DOCUMENTATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, SYNCHRONOSS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS OR RESELLERS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. SYNCHRONOSS AND ITS AFFILIATES AREN'T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.
OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW, SYNCHRONOSS, ITS DISTRIBUTORS, RESELLERS, LICENSORS' OR ITS AGENTS' MAXIMUM AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED $10.00. 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 or may apply to you only in part. Nothing contained in these Terms shall prejudice the statutory rights of any party dealing as a consumer. Synchronoss is acting also on behalf of its employees, agents, licensors, suppliers and affiliates to disclaim, exclude and restrict obligations, warranties, and liability as provided in these Terms, but in no other respects and for no other purpose.

Alternative Dispute Resolution:

To help resolve any issues between us promptly, you and Synchronoss agree to bring any claim arising out of or relating to these Terms (including the Privacy Notice), our relationship, or the use of the Services within one year after a claim arises; otherwise, the claim is waived. This limitation applies regardless of the venue in which such claim is or could otherwise be asserted. If you purchased Service from a Distributor, any claim you may have pertaining to the fees charged for Services shall be made only to the Distributor. If you have concerns and wish to bring a claim, we want to address your concerns without needing a formal legal case. Before filing a claim against Synchronoss or its Affiliates, you agree to try to resolve the dispute informally by sending us a written Notice of Dispute at disputenotice@capsyl.com that includes your name, a detailed description of the dispute, and the relief you seek. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 60 days after submission, you or Synchronoss may bring a formal proceeding. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access here: https://ec.europa.eu/consumers/odr.

Governing Law and Forum for Disputes:

These Terms shall be governed under the laws of either:
  1. the State of New Jersey, USA without regard to conflict of laws rules and principles and without regard to the United Nations Convention of Contracts for the International Sale of Goods. The federal and state courts located in the State of New Jersey shall have the exclusive jurisdiction and venue to adjudicate any dispute arising out of these Terms; or
  2. if the applicable Synchronoss entity to these Terms with you is Synchronoss Software Ireland Limited, these Terms shall be governed by the laws of Ireland, without regard to conflict of laws rules and principles and without regard to the United Nations Convention of Contracts for the International Sale of Goods. The Courts located in Ireland shall have exclusive jurisdiction and venue to adjudicate any disputes arising out of these Terms.
You and Synchronoss agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the applicable courts described above subject to the mandatory arbitration provisions below. Both you and Synchronoss consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn't affect those requirements.
IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS Agreement to Arbitrate: You and Synchronoss agree to resolve any claims relating to these Terms or the Services through final and binding individual arbitration by a single arbitrator, except as set forth under the "Exceptions to Agreement to Arbitrate" below. This includes disputes arising out of or relating to the interpretation or application of this "Mandatory Arbitration Provisions" section, including its scope, enforceability, revocability, or validity. The arbitrator may award relief only individually and only to the extent necessary to redress your individual claim(s); the arbitrator may not award relief on behalf of others or the general public.
Opt-out of Agreement to Arbitrate: You can decline this agreement to arbitrate by emailing Us at arboptout@capsyl.com within 30 days of first registering your account or agreeing to these Terms. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.
Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The AAA's rules and filing instructions are available at www.adr.org or by calling 1-800-778-7879. The arbitration will be held in the United States county where you live or work, New Jersey, or any other location we agree to.
Arbitration Fees and Incentives: The AAA rules will govern payment of all arbitration fees. For individual arbitration of non-frivolous claims less than $75,000 for which you timely provided Us with a Notice of Dispute, We will reimburse arbitration filing fees at the conclusion of the arbitration and will pay other arbitration fees. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider's rules, including rules regarding frivolous or improper claims. If you receive an arbitration award that is more favorable than any offer we may make to resolve the claim, we will pay you $1,000 in addition to the award. Synchronoss will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous or brought for an improper purpose.
Exceptions to Agreement to Arbitrate: Either you or Synchronoss may assert claims, if they qualify, in small claims court in New Jersey 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 Services, 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. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in New Jersey to resolve your claim.

NO CLASS OR REPRESENTATIVE ACTIONS.

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. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
Severability: If any part of this "Mandatory Arbitration Provisions" section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this "Mandatory Arbitration Provisions" section will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this "Mandatory Arbitration Provisions" section, including public injunctive relief, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.
GENERAL The Service may contain web softwares or web portals (‘Sites'). The use of such Sites may be subject to additional terms. You agree to review such Sites for additional terms of use and only use such Sites accordingly. Such Sites may also be those of Synchronoss's Distributor or of other third parties. Synchronoss have no liability whatsoever for any third party Sites.
The Service is subject to certain functional restrictions as informed by Synchronoss from time to time. You hereby acknowledge and confirm that you have checked its suitability for your own requirements before registering for the Service.
Discontinuation of Services: You are informed and hereby accept that all or part of the Service may be temporarily unavailable / non-operational for repairs, upgrades, maintenance or for reasons beyond Synchronoss' reasonable control (force majeure). Synchronoss', its licensors or its agents shall not be held liable for the consequences of such interruptions and shall undertake to restore the availability / operation of the Service as rapidly as reasonably possible, depending on the technical and other constraints encountered. We may decide to discontinue the Services in response to exceptional unforeseen circumstances, events beyond Our control (for example a natural disaster, fire, or explosion), or to comply with a legal requirement. If we do so, we'll give you reasonable prior notice so that you can export your Content from our systems (we will give you no less than 30 days' notice where possible under the circumstances). If we discontinue the Services in this way before the end of any fixed or minimum term you have paid us for, we'll refund the portion of the fees you have pre-paid but haven't received Services for.
Termination: As described above under the heading "Cancellation" you are free to stop using Our Services at any time.
We reserve the right to suspend or terminate your access to the Services with notice to you if:
  1. You are in breach of any of these Terms, or other applicable terms;
  2. You use the Services' in a manner that could cause a real risk of harm or loss to us or a third party;
  3. You don't have a paid account and haven't accessed Our Services for 2 consecutive months;
  4. Where you are billed by a Reseller and the agreement between your Reseller and Synchronoss, relating to the offering of Capsyl to its subscribers, is terminated. In case of termination of the agreement between Synchronoss and your Reseller, Synchronoss or the Reseller shall have the option to notify you on premature termination of the Service. You shall not be entitled to a refund, damages or other compensation from Synchronoss because of such termination.
  5. Where you are billed by a Reseller and the agreement between your Reseller and Synchronoss relating to the offering of Capsyl, is terminated, Synchronoss may, in its sole discretion, provide an alternative Payment Method to you. You acknowledge and agree that any such alternative Payment Method may require you to enter into additional terms and conditions with regards to same.
  6. The Payment Method available to invoice for Services is terminated or not accessible.
  7. Your subscription ends.
We'll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export your Content from our Services. If after such notice you fail to take the steps we ask of you, we'll terminate or suspend your access to the Services.
We won't provide notice or an opportunity to export Your Content before termination or suspension of access to the Services where:
  1. you're in material breach of these Terms,
  2. doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or,
  3. we're prohibited from doing so by law.
We may limit, suspend, terminate or discontinue certain features or functions of the Service, at any time without notice. Access to the Services from locations where Synchronoss does not have rights, that are not permitted by the terms of your subscription, or where Synchronoss does not make the Services available is prohibited.
Export Rules: You acknowledge and agree that the Service may be subject to export laws, restrictions and controls imposed by national laws and regulations, including but not limited to European Union export regulations or the United States Export Administration Act (collectively "Export Rules"). You agree and certify that you will only use Our Services as permitted by applicable law, including such Export Rules.
Entire Agreement: These Terms and any other applicable terms referenced herein, constitute the entire agreement between You and Synchronoss in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral between you and Us. Our past, present, and future affiliates and agents can invoke our rights under this agreement in the event they become involved in a dispute with you. Otherwise, these Terms do not give rights to any third parties.
Waiver: Where We should elect not to insist upon enforcing Our rights in line with these Terms, this shall not be interpreted as a waiver of Our right to enforce the same in the future.
Severability: If any provision of these Terms shall be invalid or unenforceable, then such invalidity or unenforceability shall not invalidate or render unenforceable the entirety of these Terms. The Terms shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly.
Assignment: You may not assign any of your rights under these Terms, and any such attempt will be void. Synchronoss may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
Modifications: We may revise these Terms from time to time to better reflect:
  1. changes to the law, new regulatory requirements, or improvements or enhancements made to our Services.
If an update affects your use of the Services or your legal rights as a user of our Services, we'll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don't agree to the updates we make, please cancel your account and stop using the Services before the updated Terms become effective. Where applicable, we'll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

If you have any questions on these Terms or if you would like to contact Synchronoss for any other reason, please send an email to: legal@synchronoss.com

Effective Date: 1 September 2022
Updated 11 January 2023