Effective date: November 28, 2017 Last updated: NOVEMBER 11, 2019

Terms and conditions for clients

Introduction

UAB Syno International and / or its subsidiaries (hereinafter “Syno”) provide services and solutions of data collection, processing and reporting, market and public opinion research, costumer’s and consumer’s insights, loyalty and rewards programs, using software, systems, products and applications provided by Syno to you as our client (hereinafter the”Syno Services”). The main (but not limited) Syno Services are: Syno Manager, Syno Panel, Syno Library, Syno Tool, Syno Audience, Syno Rewards, Surveyo24, Syno Answers (Omnibus), Syno Score, etc. All these Syno Services are combined and called as “Syno Cloud”.

Syno provides the Syno Services subject to the following terms and conditions (hereinafter “Syno T&C”).
By using Syno Services, you agree to these Syno T&C bellow. Please read Syno T&C carefully. If you do not agree to these Syno T&C bellow, you must not use, access, activate the Syno Services.
If you are going to use the Syno Services, it is considered that these Syno T&C is between Syno and you (including your affiliates, subsidiaries, other offices, partners (hereinafter “Client”) etc. if applicable (if they also has a right to use the Syno services)).

The Syno Services are not dedicated for minors. By using / accessing / activating the Syno Services, you confirm that you are legal entity or individual person who is at least 18 (eighteen) years of age and has a right to use the Syno Services, can follow these Syno T&C and has an authority to conclude legal contracts / agreements with Syno.

Information security and personal data protection are two very important.

Privacy information

Detailed information about aspects of your privacy and our privacy practices are announced on Privacy Policy (https://www.synoint.com/privacy-policy/). Please review. This Privacy policy is considered as a part of these Syno T&C. If you are going to use the Syno Services, it is considered that you have read and you agree with this Privacy Policy.

Data processing

Information related to data processing using Syno Services is described in Data Processing Terms on https://www.synoint.com/data-processing-terms/. Please review. These Data Processing Terms are considered as a part of these Syno T&C. If you are going to use the Syno Services, it is considered that you have read and you agree with these Data Processing Terms.
We note one more time that using / accsessing / activating Syno Services you must comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and keep all requirements of this legal act.

Term

These Syno T&C shall come into force with you when you start to activate / access / use Syno Services. These T&C shall continue in force for a period until you intend to access / use Syno Services and some other obligations (Trademarks, etc.) shall continue in force for a period of 5 year since you or Syno terminated to use Syno License and Syno Services.
Information security and personal data protection are two very important SynoInt goals, aims and purposes. Furthermore, SynoInt must ensure that personal data should be processed as possible careful and responsible.

License to use the Syno services

Subject to these Syno T&C, Syno grants to you license to activate, access and use the Syno Services (hereinafter “Syno License”). This Syno License for the Syno Services is limited, revocable, non-exclusive, non-assignable, non-sublicensable, and non-transferable personal and non-comercial license. Please especially note, that you cannot resale or distribute this Syno License and Syno Services, in whole or in part, by any means, because it is strictly forbidden.
The Syno License is limited to a single authorized account to activate, access and use the Syno Services, unless agreed otherwise with Syno and evidence of such consent / agreement is retained.
Important to note that into Syno License does not include: any downloading, copying, or other use of account information for the benefit of any third party; any collection and use of any descriptions, prices, offers, ideas, trademarks, contents, etc. Also, you may not and may not permit other to reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit for any commercial purpose Syno Services and absolutely not to reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Syno Services; modify, translate, adapt, alter, or create derivative works from the Syno Services; copy (including back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Syno Services; distribute, sublicense, rent, lease, loan, or grant access to or use of, the Syno Services to any third party.

Updates

According to these Syno T&C, you agree that from time to time, in Syno`s sole discretion, cause the Syno Services to download and install updates, which may take the form bug fixes, patches, additional features, or new versions of the Syno Services. You will allow the Syno Services to download and install such updates. If you fail to allow the Syno Services to download and install such updates, the Syno Services may not function as intended and / or not function at all. We may choose, in our sole discretion, to not provide support for the Syno Services until all updates have been downloaded and installed. You agree that Syno has no obligation to make any updates available to you.

Furthermore, Syno may update the pricing by informing you at least 30 days in advance. In case you do not agree on the pricing update you may terminate Syno Services by a written notice, termination date being the date when the pricing update comes into effect.

Payments

By these Syno T&C you confirm that you intend to use the Syno Services and you are informed that Syno Services are taxed.
You shall pay all fees charged by Syno for each of the Syno Services.
Depending on Syno Services which you agree to use, you can use the following methods of payments:
• Pay according to invoices. All fees shall be invoiced monthly at the end of the month. All fees are payable in fourteen (14) days net from the date of the invoice. This payment method is most often used when there is continued the use of the Syno Services;
• Prepayment. This payment method is used when the price of the Syno Services you have chosen is clear because of your selected type of Syno Services.
• Mix option (prepayment + invoices). This type of payment is used when you order the Syno Services which require prepayment and then payment is continued according to invoices.
All payments shall be quoted in Euro (Eur) and include all mandatory elements provided under applicable law.
You will pay all applicable taxes, including, without limitation, value-added, use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, on your purchase and/or use of the Syno Services, whether charged to you or to Syno, immediately when due. You will pay all applicable third-party fees, including, without limitation, telephone toll charges, mobile carrier fees, internet service provider charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees. Syno is not responsible for the above-described taxes and third-party fees. You may not withhold any amounts for the above-described taxes and third-party fees.
If any invoice is not paid when due, we may suspend provision of Syno Services and/or deliverables without liability or penalty until final resolution of the matter.
Syno shall be entitled to terminate Syno Services immediately, if you delay paying invoices more than 50 (fifty) days, also if you declared bankrupt or enter into composition, corporate reorganization proceedings, liquidation.

Services quality

Subject to these Syno T&C, Syno makes commercially reasonable efforts to provide agreed and relevant Syno Services using all necessary skills, knowledge and facilities. Also, Syno ensures that Syno Services shall be conducted with the same level and degree of skill ordinarily exercised by members of its profession operating in a similar locality, at a similar time and under similar conditions and circumstances. Furthermore, Syno ensures that Syno Services will be performed and finished at agreed time.

Your obligations

Activating / accessing / using Syno Services you must fulfil the following additional obligations bellow:
• make reasonable efforts to ensure that no viruses, worms, Trojan horses, time bombs, cancel bots or any other harmful, damaging or destructive programs or content would be transmitted or caused to be transmitted by or on behalf of you through the use of the Syno Services;
• you shall be responsible for the maintenance, use and availability of own network connection to the Syno Services;
• access and use of the Syno Services require you to be connected to the internet and provide access to the technical equipment, including software and hardware infrastructure;
• you agree to comply with all reasonable requests by the Syno to protect the respective rights of the Syno;
• you shall not force any electronic barriers or locks which has been adapted for the purpose of protecting Syno Services;
• it is the responsibility of you to ensure that all data used and/or transferred through the use of the Syno Services complies with all applicable laws and regulations, including but not limited to data protection, marketing legislation, information of and management of cookies, intellectual property rights, export control, personal integrity, marketing legislation, consumer protection;
• you agree not to use the Syno Services for any unlawful purpose or purpose which could create damage for the Syno or any third party including, but not limited to, distributing unlawful, false or misleading marketing and other information or information which is inflammatory or offensive on integrity, moral, religious, communal or political grounds;
• you shall not at any time provide or use any data or other information with the Syno Services which infringes or may infringe any third-party intellectual property rights.

Intellectual property and copyright

Syno respects the intellectual property of others. So, we asking our clients to be as well as responsible in this area.
All Intellectual proprietary (property) of rights relating to Syno Services shall remain the sole property of and proprietary to the Syno. Nothing in these Syno T&c shall alter these rights and no title to or ownership of the Syno Services are transferred.
We do not grant to you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Syno Services. You agree and acknowledge that in providing the Syno Services, Syno utilizes (i) the name, logo, and domain name of the product names associated with the Services and other trademarks, (ii) certain audio and visual information, documents, software and other works of authorship, and (iii) other technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information that is protected by intellectual property rights owned or licensed by Syno.
Also, you agree not to make any attempt to obtain the source code or in any other way whatsoever create or permit others to attempt to create, by reverse compiling or disassembling or otherwise, any part of the Syno Services.
All content included in or made available through any Syno Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Syno and protected by international copyright laws. The compilation of all content included in or made available through any Syno Services is the exclusive property of Syno and protected by international copyright laws.

Trademarks

The main list of registered trademarks which belong to Syno is published on https://www.synoint.com/brandbook-main/. All intellectual property rights of Syno trademarks (including, without limitation, all material, trade names, concepts, text, designs, graphics, drawings, etc.) is Syno.
Syno’s trademarks and any part of trademarks may not be used in connection with any product or service that is not Syno’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Syno.
Before using any of Syno`s trademarks, you must receive written permission from the Syno as trademark owner.
The main conditions related with Syno trademarks are on https://www.synoint.com/terms-of-using-trademarks/.
By using Syno Services you confirm that you agree to comply with requirements related to Syno trademarks.

Publicity and confidentiality

You ensure that you don`t advertise, publicly announce or provide to any other information relating to the existence or details of the Syno and Syno Services in any format for any promotion, publicity, marketing or advertising without the prior written permission of Syno.
By using Syno Services you agree protect Syno`s confidential Information in a manner similar to its own confidential information of like nature (but in no event using less than reasonable care). Also you shall hold the confidential Information in confidence, disclosing the confidential information only to such of employees, contractors and advisors who have a need to know for the purpose of fulfilling recipient’s obligations under these T&C and Syno Services; shall not to disclose the confidential information in whole or in part, except to the extent compelled by law and shall employ all reasonable steps to protect the confidential information from unauthorized or inadvertent disclosure or use, including, without limitation, all steps that it takes to protect its own information that it considers a trade secret.
“Confidential Information” means all proprietary or confidential material or information, whether in oral, written or other tangible form that the party disclosing the information (the “Disclosing Party”) designates as being confidential or which, under the circumstances surrounding disclosure, the receiving party (the “Recipient”) knows or should reasonably understand as confidential given the nature of the information and the circumstances of the disclosure, including without limitation, the terms and conditions of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that:
• was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party;
• is or becomes publicly known and generally available to the public other than:
o as a result of a disclosure by Recipient or its employees or any other person who directly or indirectly receives such information from Recipient or its employees or;
o in violation of a confidentiality obligation to Disclosing Party known to Recipient;
• is already in the possession of the Recipient at the time of disclosure by the Disclosing Party as shown by the Recipient’s files and records immediately prior to the time of disclosure;
• is or becomes available to Recipient on a non-confidential basis from a source which is entitled to disclose it to Recipient;
• was developed by employees or agents of the Recipient independently of and without reference to any information communicated to Recipient by the Disclosing Party; or
• is approved for release (and only to the extent so approved) by the Disclosing Party;
• is required by law or by court decision to be disclosed by the Recipient Party, provided that the Recipient gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

Limitation of liability

THE SYNO SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE AVAILABLE”, AND “AS AVAILABLE” BASIS. USE OF THE SYNO SERVICES IS AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYNO SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SYNO OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SYNO, ITS PROCESSORS, ITS SERVICE PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT: THAT THE CONTENT OF THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. SYNO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SYNO SERVICES OR THIRD-PARTY LINKS, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SYNO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. IN ORDER FOR OUR SERVICES TO OPERATE FOR YOU, YOU MUST HAVE AT ALL TIMES AN ACTIVE AND STABLE CONNECTION TO THE INTERNET.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNO, ITS PROCESSORS, SUPPLIERS OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL SYNO BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNO AND ITS PROCESSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (d) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (f) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT SHARING THROUGH THE SERVICES; AND/OR (g) USER CONTENT OR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SYNO, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY SYNO IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SYNO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Termination

Except as otherwise provided in these Syno T&C, we may terminate Syno License and block, restrict, suspend, or revoke your access to and/or use of the Syno Services, for any reason or no reason, at any time, without notice to you. We may also terminate these Syno T&C and block, restrict, suspend, or revoke your access to and/or use of the Services if you: (i) breach these Syno T&C; (ii) pose an unacceptable fraud risk to us; (iii) provide any false, incomplete, inaccurate, or misleading information to us; or (iv) otherwise engage in fraudulent, illegal, or improper conduct. In these cases, we will not be liable to you for compensation, reimbursement, or damages of any kind in connection with any termination or suspension of your access to and/or use of the Syno Services. We are not obligated to continue providing access to any Syno Service beyond the date when Syno ceases providing such Syno Service to users generally. If Syno License is terminated or expires for any reason, you agree, except as required otherwise by applicable law: (i) to immediately stop accessing and/or using the Syno Services; (ii) that we reserve the right (but have no obligation) to delete all of your content stored on our servers; and (iii) that Syno shall not be liable to you or any third party for termination of your access to and/or your use of the Syno Services and/or deletion of your content.
You may terminate Syno Services by notifying Syno by emailing us info@synoint.com or by deleting your account at our Syno Services.
Except as otherwise provided in these Syno T&C, pre-paid fees are not refundable upon any termination or expiration of Syno Services.

Language

These Terms and conditions for clients are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.

Jurisdiction and law

These T&C and all matters regarding your use of the Syno Services shall be governed by, construed in accordance with, and enforced under the laws of the Republic of Lithuania.
Any dispute, controversy, disagreement or claim arising out of or in connection with the Syno T&C, as well as issues of the violation, termination or validity / invalidity hereof at first shall be settled by mutual negotiations. If the negotiations is failed to mutually settle within 30 (thirty) calendar days starting from the receipt of one party`s request by the other party, such cases shall be settled in the competent court of the Republic of Lithuania following the procedures established by the laws of the Republic of Lithuania.
If any provision of these T&C is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.

Marketing

If you provide your written permission, Syno shall have the right to use your name in any and all marketing materials, and for purposes of public relations, as a partner using Syno Services. All marketing done solely by the Syno will be at its own expense.

Esomar

By using Syno Services you also must comply with ESOMAR (formerly known as The European Society for Opinion and Market Research) and keep all requirements of the ICC/ESOMAR Contents International Code on Market, Opinion and Social Research and Data Analytics.

Force Majeure

By using Syno Services you also must comply with ESOMAR (formerly known as The European Society for Opinion and Market Research) and keep all requirements of the ICC/ESOMAR Contents International Code on Market, Opinion and Social Research and Data Analytics.

Illegal special cases

Syno reserves the right to inform and notify law enforcement authorities if Syno has found signs / marks of criminal acts which are related to race-hatred, pornography, sexual offenses, discrimination and etc. Also, Syno havs the right to inform and notify the law enforcement authorities about other illegal activities using Syno Services.

Contact

If you would like to contact Syno DPO (you have questions related to the processing of your personal data, the protection of personal data, or other matters related to personal data), please contact data.protection@synoint.com.
If you would like to contact about use of the trademark(s), please contact info@synoint.com.
If you would like to contact getting support, please contact memmbersupport@synoint.com.

If you would liko to contact by post, our main office address is: UAB Syno International, Vilniaus str. 35, Vilnius, 01119, the Republic of Lithuania.
Also you might contact our subsidiaries, which addresses and contacts are announced on https://www.synoint.com/contact/.

Notice

We may provide notice under these Syno T&C to you by email, postal mail, postings within the Syno Services, or other legally permissible means.
You may provide notice to us under these Syno T&C by e-mail, postal mail (at our corporate address), or other legally permissible means.

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