Terms & Conditions

Last Update: November 2023

Thanks for using Synchronicity. These Terms of Use ('Terms' or 'Agreement') are a legal agreement between you and Synchronicity Cloud LLC ('Synchronicity,' 'we,' 'our,' or 'us') and govern your use of all the text, data, information, software, graphics, photographs and more that we and our affiliates may make available to you (all of which we refer to as 'Documentation'), including our websites and any services, plug-ins, software or other Downloadable Tools (as defined below) that we may provide through any of our websites (the 'Platform' or 'Website' and together with the Materials, these 'Service(s)'). Synchronicity 'Users' are the people who have created used the Synchronicity application (also referred to as 'Users(s)').

If you are entering into these Terms on behalf of a company or other organization, you hereby represent and warrant that you are authorized to enter into these Terms on behalf of such company or other organization ('Authorized User').

READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THESE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THESE SERVICES IF YOU DO NOT ACCEPT THESE TERMS. THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH SYNCHRONICITY.

"Scope." Synchronicity’s Services facilitate the online scheduling of appointments. You may access and use the Services only in accordance with these Terms. Please note that these Terms govern your use of the Services.

When using the features of the Services you are subject to any agreements, policies or guidelines applicable to such features that may be posted from time to time.

"General Use." We invite you to use these Services for your individual purposes and not for the purposes of reselling ('Permitted Purposes') – enjoy!

Subject to these Terms, we grant you a limited, personal, non-exclusive and non-transferable license to use and to display the Documentation and a limited, personal, non-exclusive and non-transferable right to access and use the Service. You have no other rights in the Service and shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. User shall not at any time, directly or indirectly, and to the extent User is a company or other organization, shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, licence, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) knowingly use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. If you make copies of any portion of this Website while engaging in Permitted Purposes then you agree to keep on these copies all of our copyright and other proprietary notices as they appear on this Website.

Subject to these Terms, we also grant you a limited, personal, non-exclusive, non-transferable licence to download, install and operate any plug-ins, software, information, or other content that we may have specifically identified within the Website as available for download solely in connection with accessing the Website, including, but not limited to, relevant Synchronicity browser extensions ('Downloadable Tools').

Our Service is not intended for and may not be used by individuals under 13 years of age except as provided by the Educational Use Section of these Terms. By registering for a Synchronicity account, you state that you are at least 18 years of age, and you are responsible for ensuring that all Synchronicity Users and Invitees are at least 13 years old. Creating an account with false information is a violation of our Terms, including creating an account on behalf of others or persons under the age of 18.,

"Legal Compliance." You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our addOn. Synchronicity reserves the right to investigate complaints or reported violations of our Terms and to take any action we deem appropriate, including but not limited to cancelling your User account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Policy. You agree to promptly notify Synchronicity in the event that you are made aware of any unauthorised or illegal use of the Website.

"Intellectual Property." Our Services may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos, and any and all intellectual property provided to User or any Authorised User in connection with the Services ('Synchronicity IP'). Your use of our Services does not constitute any right or licence for you to use such service marks/trademarks. Our Website is also protected under international copyright laws. The copying, redistribution, use, or publication by you of any portion of our Website is strictly prohibited. Your use of our Services do not grant you ownership rights of any kind in our Website or Materials. Synchronicity reserves all rights not expressly granted to Users in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the Synchronicity IP.,

"Notices and Messages." By using the Services, you consent to receive emails from us. These emails may include notices about information concerning or related to the Services. These emails are part of your relationship with us.

You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree to keep your contact information up to date, and to monitor your email settings to ensure that you receive emails from us at your discretion and as necessary. If, as an Invitee and/or Synchronicity User you do consent to the use of SMS notifications as described herein.

"Links to Other Websites." Our Website may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with or sponsor such third party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. Synchronicity has no control over the legal documents and privacy practices of third party websites, and by using them, you may be giving those third parties permission to use or control your information in ways Synchronicity would not. As such, you access any third-party websites at your own risk.

"Unauthorised Activities." To be clear, we authorise your use of these Services only for Permitted Purposes. Any other use of these Services beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorised use which may result in the violation of various United States and international copyright laws, the deletion of your Synchronicity account, or a block from the Services. Unless you have written permission from us stating otherwise, you are not authorised to use these Services in any of the following ways. (Note that these are examples only, and the list below is not a complete list of everything that you are not permitted to do):

You are not allowed to use the Services:

To create a competing product, resell or broker the Services to any third-party;

In a manner that modifies, publicly displays, publicly performs, reproduces, or distributes any of the Services;

In a manner that violates any relevant law or the Terms of this Agreement, including but not limited to anything that is illegal in the jurisdiction where the User, Invitee and/or Authorized User is located;

To stalk, harass, spam, or harm another individual, organization, or business;

To disclose information that you do not have permission to disclose;

To impersonate any person or entity, misstate your Personal Data, or otherwise misrepresent your affiliation with a person or entity;

To interfere with or disrupt the Services or servers or networks connected to the Services;

To use any data mining, robots, or similar data gathering or extraction methods in connection with the Services;

To disseminate any viruses, worms, or otherwise harmful code; or

To attempt to gain unauthorised access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means;

To disclose any types of information listed in the California User Records statute (Cal. Civ. Code § 1798.80(e)) or other relevant privacy regulations, including medical or health insurance information, education information, employment information, credit or debit card information, or any other financial information, driver’s license, or other government identification number;

To disclose or collect any types of information considered to be protected classification characteristics under California or other relevant law, including Age (if 40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth, and related medical conditions), sexual orientation, veteran or military status, and genetic information (including familial genetic information); and

To disclose or collect any information defined by relevant laws as biometric information, or any information that falls within the definition of 'special categories of data' under EU Data Protection Laws, 'protected health information' under California or other relevant law or regulations. 'Special categories of data' include, for example, information about an individual’s race, ethnic origin, politics, religion, trade union membership, genetics, biometrics, health, sex life, sexual orientation, or criminal records.

"Fair Use Policy." Synchronicity’s Fair Use Policy builds on existing use restrictions and helps us ensure that the services can be used fairly by every User. Certain Synchronicity features, like notifications, may be aggregated and collectively sent from fewer email addresses or phone numbers. This means those features are used concurrently by a number of Users. If a single User places disproportionately high demands on the services, it may adversely affect the Synchronicity experience for other users. The vast majority of our Users use the service considerately and their usage levels don't adversely impact service capacity. However, even the activity of a small number of Users who use the service inappropriately has the potential to significantly impact the service for other Users.

"Indemnification." You alone are responsible for any violation of these Terms by you. You agree to indemnify and hold Synchronicity, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners, and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees ('Losses'), resulting from any third-party claim, suit, action, or proceeding ('Third-Party Claim') that the User Data, or the use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates any applicable law or regulation and any Third-Party Claims based on User’s or any Authorised Users’ (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorised by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Synchronicity or authorised by Synchronicity in writing; or (iv) modifications to the Services not made by Synchronicity, provided that User may not settle any Third-Party Claim against Synchronicity unless Synchronicity consents to such settlement, and further provided that Synchronicity will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.

"Warranty Disclaimer." THE SERVICES ARE PROVIDED 'AS IS' AND SYNCHRONICITY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SYNCHRONICITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Synchronicity MAKES NO WARRANTY OF ANY KIND THAT THE SYNCHRONICITY IP, OR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET User'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. SYNCHRONICITY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY INTEGRATIONS.

THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES WILL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

"Limitation of Liability." SYNCHRONICITY WILL NOT BE LIABLE TO YOU OR OTHERS FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES OR YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY DOCUMENTATION TO OR FROM THE WEBSITE. IN NO EVENT WILL SYNCHRONICITY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SYNCHRONICITY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT WILL SYNCHRONICITY´S AGGREGATE LIABILITY OR SYNCHRONICITY ’S INDEMNIFICATION OBLIGATIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO SYNCHRONICITY IN CONNECTION WITH THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $100.00.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND SYNCHRONICITY AND SHALL APPLY TO ALL CLAIMS OF LIABILITY, EVEN IF SYNCHRONICITY HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

"Local Laws; Export Control." We control and operate the Services from our headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in other locations. If you use the Services outside the United States of America, you are solely responsible for following applicable local laws.

Synchronicity and you shall comply with all relevant United States export control laws and regulations. Without limiting the foregoing: (a) you acknowledge that the Services may be subject to the United States Export Administration Regulations; (b) you affirm that you are not, and you will not (i) permit Synchronicity Users or Invitees to access or use the Services in a United States embargoed country; (ii) or permit Synchronicity Users or Invitees on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or (iii) permit Synchronicity Users or Invitees on the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list; and (c) you are responsible for complying with any local laws and regulations which may impact your right to import, export, access, or use the Services.

"Dispute Resolution and Arbitration; Class Action Waiver." Please Read This Provision Carefully. It Affects Your Legal Rights.

This provision facilitates the prompt and efficient resolution of any dispute that may arise between you and us. Effectively, then, 'dispute' is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

This provision provides that all disputes between you and us will be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney’s fees). YOU AND SYNCHRONICITY AGREE THAT ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Class Action Waiver

Except as otherwise provided in this provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Synchronicity specifically agree to do so following initiation of the arbitration.

Other

You understand and agree that by accepting this provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. If any clause within this provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court. This provision will survive the termination of your account with us or our affiliates and your discontinued use of this Website. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this provision if a dispute between us arises.

"General Terms." We think direct communication resolves most issues – if we feel that you are not complying with these Terms, we will likely tell you. We may even provide you with recommended necessary corrective action(s) if possible. However, certain violations of these Terms, as determined by us, may require immediate termination of your access to this Website without prior notice to you.

The Federal Arbitration Act, Georgia state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms to the fullest extent permitted by applicable law. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located in Fulton County, Georgia. Except as otherwise set forth in the dispute resolution provision, if any of these Terms are deemed inconsistent with applicable law, then such term(s) will be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. These Terms supersede all prior or contemporaneous negotiations, discussions or agreements between Synchronicity and you about the Services. The rights of Synchronicity under our Terms will survive the termination of this Agreement. No additional terms, conditions, consent, waiver, alteration, or modification shall be binding unless in writing and signed by both parties. Acceptance of any order by Synchronicity is expressly limited to the terms and conditions of this Agreement. Any proposed additional or inconsistent terms or conditions, including those in or accompanying any User proposal, any User purchase order, or other agreement or any other User document issued in connection with the sale or delivery of Products or Services is deemed by Synchronicity to be a material change and is objected to and rejected by Synchronicity. Synchronicity's acceptance of any orders will not constitute acceptance of any terms and conditions contained therein.

In no event shall Synchronicity be liable to User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Synchronicity's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, epidemics, contractor difficulties, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

Unless User has specifically notified Synchronicity to the contrary in writing, Synchronicity may disclose your company as a User of Synchronicity (if you use Synchronicity for business purposes and/or use a business email address as your Synchronicity User email address) and may use your company’s name and logo on the Website and in Synchronicity’s promotional content in accordance with User’s brand guidelines or related documentation if provided by User. Synchronicity will be granted a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free right and licence (the 'Trademark License') to use, display and reproduce such party's name, logo, trademarks and service marks (the 'Trademarks'). Both acknowledge that the other party's Trademark is and will remain the exclusive property of such party.

"Changes." We may amend our Terms at any time by publishing revised Terms on our Website and/or by sending an email to the address you gave us. These Terms are current as of the Effective Date set forth above. If any changes are made to these Terms, we’ll post them on this page, so please be sure to check back periodically. If you continue to use Synchronicity after those changes are in effect, you agree to the revised Terms. Therefore, it is important for you to periodically review our Terms to make sure you still agree to them. If you object to any such modifications, your sole recourse will be to cease using this Website. Synchronicity reserves the right to change any and all features of our Services, at any time, without notice.

"Canada." The parties declare that they have required that these Terms and Conditions and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.