Terms & Con­di­tions (Web projects)

The fol­low­ing terms and con­di­tions are applic­a­ble to all web design and related ser­vices pro­vided by Synch Media. Other terms and con­di­tions may apply and will be spec­i­fied in detail with your design quote.

Autho­riza­tion
When you engage Synch Media for the spe­cific pur­pose of devel­op­ing and/or improv­ing a web­site, you autho­rize us to access you host­ing account, and autho­rize your web host­ing ser­vice to pro­vide us with “write per­mis­sion” to your web pages, cgi‐bin direc­to­ries and any other direc­to­ries or pro­grams which need to be accessed for this project includ­ing MySQL data­bases. You also autho­rize us to pub­li­cize the com­pleted web site to search engines and other web direc­to­ries and indexes when SEO ser­vice is requested.

Web Host­ing
You must under­stand that any web host­ing requires a sep­a­rate con­tract with the host­ing provider unless host­ing is pro­vided by Synch Media. You agree to select a web host­ing ser­vice which allows us full access to the web­site and a cgi‐bin direc­tory via FTP and tel­net. You fur­ther under­stand that if the web host­ing service’s oper­at­ing sys­tem is not a Unix sys­tem, or there are lim­i­ta­tions in place that will not allow some stan­dard soft­ware to work, pro­vid­ing a sub­sti­tute may incur addi­tional charges.

Main­te­nance and Updates
Updates to con­tent in your web­site are included for one (1) month at no addi­tional cost. This includes changes to con­tent (text), which must be pro­vided in elec­tronic
for­mat. It does not include changes to the site design or installing addi­tional pages. Main­te­nance after the one‐month period for changes to the site will be billed at our
nor­mal hourly rate.

Con­tent
You are respon­si­ble for writ­ing and pro­vid­ing the con­tent for your web site unless oth­er­wise spec­i­fied or agreed upon.

Soft­ware
In an effort to save our clients money, we usu­ally rec­om­mend using open source soft­ware so the client will not be required to pay licens­ing fees for the use of the pro­gram. If you opt to use a licensed soft­ware pro­gram that requires licens­ing fees, you are solely respon­si­ble for the pay­ment of these fees. Soft­ware pro­grams have stan­dard func­tion­al­ity and are cus­tomized by us dur­ing the design process to meet your needs as best pos­si­ble. Any addi­tional func­tion­al­ity beyond the stan­dard para­me­ters built into the soft­ware is depen­dent upon the avail­abil­ity of add‐on mod­ules. Mod­i­fy­ing any soft­ware pro­gram or installing addi­tional mod­ules beyond that spec­i­fied in the design esti­mate or after the site is com­pleted will be billed at our nor­mal hourly rate.

Tech­ni­cal Sup­port
From time to time tech­ni­cal issues may arise where your web­site might not func­tion as designed or intended. We will cor­rect any tech­ni­cal issues in the func­tion­al­ity of your web­site and any soft­ware installed at no cost.

Mod­i­fi­ca­tions to Your Site
If you make any changes to your web­site your­self, or use a third party to make changes to your web­site, we will not be respon­si­ble for the look or func­tion­al­ity of your site. Cor­rec­tions to your web­site after changes have been made by you or a third party will be billed at our nor­mal hourly rate.

Con­tact­ing Us
If you con­tact us by tele­phone for any rea­son other than a tech­ni­cal defect in your web­site or any pro­grams or scripts installed in your site beyond the six month main­te­nance period you will be billed for the call at our nor­mal hourly rate. If you have ques­tions regard­ing updates or changes to your site please con­tact us via email and we will pro­vide an answer as best possible.

Com­ple­tion
In the quote pro­vided for your project we pro­vide the esti­mate time it will take to be com­pleted. This time frame may be longer if you fail to pro­vide con­tent in a timely fash­ion or by any other tech­ni­cal issues that may arise.

Ini­tial Pay­ment
An ini­tial deposit (nor­mally 50% of the esti­mated total cost) is due upon exe­cu­tion of an agree­ment. Final pay­ment is due on com­ple­tion or upon such other terms as may be agreed upon.

Pay­ment of Fees
Fees are due and payable as detailed in the project esti­mate. In the event the client has not secured web space on a web host­ing ser­vice by the time the web pages are com­pleted, the web pages may be deliv­ered to the client on CD or attached to an email mes­sage. If the web­site is not com­pleted within the time frame spec­i­fied because you have failed to pro­vide con­tent as required, final pay­ment will be due at the expi­ra­tion of the time frame pro­vided. Adver­tis­ing the pages to web search engines occurs only after the final pay­ment is made. All pay­ments will be made in US funds by approved elec­tronic trans­ac­tion unless oth­er­wise agreed upon.

Hourly Rates
Our nor­mal hourly rate is $50.00 per hour. There is one (1) hour min­i­mum for any updates or mod­i­fi­ca­tions to your site that are not included in the six month main­te­nance period or for any tele­phone con­sul­ta­tion spec­i­fied above.

Assign­ment of Project
While we pre­fer and try to per­form all work in‐house, we do reserve the right to assign sub­con­trac­tors to your project to ensure proper func­tion and on‐time completion.

Copy­rights and Trade­marks
You rep­re­sent to us and uncon­di­tion­ally guar­an­tee that any ele­ments of text, graph­ics, pho­tos, designs, trade­marks, or other art­work fur­nished to us for inclu­sion in your web pages are owned by you, or that you have per­mis­sion from the right­ful owner to use each of these ele­ments, and will hold harm­less, pro­tect, and defend us and our sub­con­trac­tors from any claim or suit aris­ing from the use of such ele­ments fur­nished by the you.

Laws Affect­ing Elec­tronic Com­merce
From time to time gov­ern­ments enact laws and levy taxes and tar­iffs affect­ing Inter­net elec­tronic com­merce. You agree that you are solely respon­si­ble for com­ply­ing with such laws, taxes, and tar­iffs, and will hold harm­less, pro­tect, and defend us and our sub­con­trac­tors from any claim, suit, penalty, tax, or tar­iff aris­ing from the your exer­cise of Inter­net elec­tronic commerce.

Late Pay­ment Penal­ties
In order for us to remain in busi­ness, pay­ments must be made promptly and are due within 10 days of the date of invoice or as oth­er­wise agreed upon or stated above.
Delin­quent bills will be assessed a 30% per annum or 5% per month charge if pay­ment is not received within 10 days of the invoice date. We reserve the right to remove web pages from view­ing on the Inter­net until final pay­ment is made. In case col­lec­tion proves nec­es­sary, you agree to pay all fees incurred by that process.

Right of Refusal
Synch Media reserves the right to refuse ser­vice or prod­ucts to any per­son or organization.

Terms and Con­di­tions (Design projects)

Gen­eral Work­ing Agree­ment
This doc­u­ment defines the terms and con­di­tions of our work­ing rela­tion­ship. All projects or ser­vices that SYNCH MEDIA may be con­tracted to pro­duce or pro­vide for CLIENT will be sub­ject to the following:

Working/Billing Phases
Based on our expe­ri­ence with long‐term design com­mu­ni­ca­tions projects, we have found that it is mutu­ally advan­ta­geous to han­dle each project in log­i­cal working/billing phases.

Con­cept revi­sions, exten­sive alter­ations, or a switch in mar­ket­ing objec­tives some­times makes it impos­si­ble to accu­rately esti­mate in advance the total cost of a project. Plan­ning the work, cost esti­mat­ing, and billing in sev­eral phases per­mits SYNCH MEDIA or CLIENT to adjust for such revisions/or halt work before com­ple­tion if a project is post­poned or can­celed. Any can­celed project is billed only through phases and/or por­tions of phases that were actu­ally com­pleted by SYNCH MEDIA. For each project, CLIENT will receive a proposal/estimate out­lin­ing the project spec­i­fi­ca­tions and our pro­posed scope of ser­vices and working/billing phases. Each pro­posal esti­mate will con­tain a project bud­get, which includes esti­mated fees for pro­fes­sional ser­vices and sep­a­rate item­ized costs for antic­i­pated out‐of‐pocket expenses. We will begin work upon CLIENT’S approval of the writ­ten esti­mate. Your approval (writ­ten or oral) will con­sti­tute an agree­ment between us.

Payment/Estimate
CLIENT agrees to pay SYNCH MEDIA in accor­dance with the terms spec­i­fied in each proposal/estimate. Once estimate/proposal is approved work can begin. Unless oth­er­wise spec­i­fied, all sub­se­quent bal­ances due are payable upon art approval. Inter­est on past due bal­ances is 30% per annum or 5% per month. We reserve the right to refuse com­ple­tion or deliv­ery of work until past due bal­ances are paid.

Esti­mate: Billing shall reflect the actual costs incurred. Valid for 30 days from the date printed on the esti­mate. Client requested changes would be billed addi­tion­ally. The client shall be noti­fied of any price changes.

Out-of-pocket expenses
Fees for pro­fes­sional ser­vices do not include out­side pur­chases such as, but not lim­ited to, print­ing, pho­tog­ra­phy, color print­outs, lam­i­nat­ing, illus­tra­tions, sep­a­ra­tions, ship­ping and han­dling or courier ser­vice. Expenses are item­ized on each invoice. Expenses are sub­ject to Florida sales tax unless 1) You are a non­profit orga­ni­za­tion; or 2) the work is for resale and you have sub­mit­ted a valid resale cer­tifi­cate to Synch Media. If con­sul­tant or super­vi­sory ser­vices are required in out-of‐town loca­tions, we will bill lodg­ings, meals, and trans­porta­tion at cost. Reim­burse­ment for mileage is cal­cu­lated at cur­rent allow­able rates.

Revi­sions and alter­ations
New work requested by CLIENT and per­formed by SYNCH MEDIA after a proposal/estimate has been approved is con­sid­ered a revi­sion or alter­ation. If the job changes to an extent that sub­stan­tially alters the spec­i­fi­ca­tions described in the orig­i­nal esti­mate, we will sub­mit a pro­posal revi­sion memo to you, and both par­ties must agree to a revised addi­tional fee before fur­ther work proceeds.

Author’s alter­ations and other copy changes requested after lay­outs or mechan­i­cals are com­pleted are billed at stan­dard hourly rates.

Over­time
Esti­mates are based on a rea­son­able time sched­ule, and may be revised to take into con­sid­er­a­tion your “ Pri­or­ity Sched­ul­ing” requests requir­ing over­time and week­ends. Knowl­edge of your dead­lines is essen­tial to pro­vide an accu­rate esti­mate. In addi­tion, out­side sup­pli­ers such as ser­vice bureaus charge a 100% to 200% markup on over­time after 5:30pm and weekends.

Nature of copy
CLIENT agrees to exer­cise due dili­gence in its direc­tion to us regard­ing prepa­ra­tion of mate­ri­als and must be able to sub­stan­ti­ate all claims and rep­re­sen­ta­tions. You are respon­si­ble for all trade­mark, ser­vice mark, copy­right and patent infringe­ment clear­ances. You are also respon­si­ble for arrang­ing, prior to pub­li­ca­tion, any nec­es­sary legal clear­ance of mate­ri­als we prepare.

Errors and Omis­sions
It is the CLIENT’S respon­si­bil­ity to check proofs care­fully for accu­racy in all respects, rang­ing from spelling to tech­ni­cal illus­tra­tions. SYNCH MEDIA is not liable for errors or omis­sions. Your sig­na­ture or that of your autho­rized rep­re­sen­ta­tive is required on all mechan­i­cals or art­work prior to release for print­ing or other implementation.

Telecom­mu­ni­ca­tions
CLIENT shall pay for all trans­mis­sions charges. SYNCH MEDIA is not respon­si­ble for any errors, omis­sions or extra costs result­ing from faults in the tele­phone, cable, and satel­lite net­work or from incom­pat­i­bil­ity between the send­ing and receiv­ing equipment.

Place­ment of adver­tise­ment
At your request, we will pur­chase media space on your behalf through our media divi­sion. Space will be billed to you at cur­rent rates plus the stan­dard agency commission.

Inspec­tion of books
Upon rea­son­able notice, any and all invoices from our ven­dors, time sheets and other doc­u­men­ta­tion relat­ing to your account will be avail­able to you. Prop­erty and sup­pli­ers per­for­mance SYNCH MEDIA will take all rea­son­able pre­cau­tions to safe­guard the prop­erty you entrust to us. In the absence of neg­li­gence on our part, how­ever, we are not respon­si­ble for loss, destruc­tion or dam­age or unau­tho­rized use by oth­ers of such prop­erty. We will use our best efforts to ensure qual­ity and timely deliv­ery of all printed (off­set, silk‐screened, embossed or oth­er­wise repro­duced) pieces. Although we may use our best efforts to guard against any loss to you through the fail­ure of our ven­dors, media, or oth­ers to per­form in accor­dance with their com­mit­ments, SYNCH MEDIA is not respon­si­ble for fail­ure on their part.
If you select your own ven­dors, other than those rec­om­mended by us, you may request that we coor­di­nate their work. If at all pos­si­ble, we will attempt to do so, but we can­not in any­way be held respon­si­ble for qual­ity, price, per­for­mance or delivery.

Lien
All mate­ri­als or prop­erty belong­ing to the CLIENT, as well as work per­formed, may be retained as secu­rity until all just claims against the CLIENT are satisfied.

Rights of own­er­ship
Once a project has been deliv­ered by us and is fully paid for by CLIENT, SYNCH MEDIA will assign the repro­duc­tion rights of the design for the use(s) described in the pro­posal. Accord­ing to the Copy­right Law of 1976, the rights to all design and art work,including but not lim­ited to pho­tog­ra­phy and or illus­tra­tion cre­ated by inde­pen­dent pho­tog­ra­phers or illus­tra­tors retained by SYNCH MEDIA, or pur­chased from a stock agency on your behalf, remain with the indi­vid­ual Synch Media, artist, pho­tog­ra­pher or illus­tra­tor. Unless a pur­chase of “All Rights” (A Buy­out) is nego­ti­ated with SYNCH MEDIA and/or his/her autho­rized rep­re­sen­ta­tive, you may not use or repro­duce the design or the images therein for a pur­pose other than the one(s) orig­i­nally stip­u­lated. If you wish to use the design we have cre­ated and/or the images within it for another pur­pose or project, includ­ing a reprint or exhi­bi­tion, you must con­tact us to arrange the trans­fer of rights and any addi­tional fees before pro­ceed­ing. If print­ing or other imple­men­ta­tion is done through your ven­dors, you agree to return to us all our orig­i­nal mechan­i­cals and art­work (slides, prints, draw­ings, sep­a­ra­tions, etc.) within two weeks, and to pro­vide us with printed sam­ples of each project.
We reserve the right to pho­to­graph and/or dis­trib­ute or pub­lish for our firms pro­mo­tional and mar­ket­ing needs any work we cre­ate for you, includ­ing mock‐ups and com­pre­hen­sive pre­sen­ta­tions, as sam­ples for our port­fo­lio, firm newslet­ter, brochures, slide pre­sen­ta­tions and sim­i­lar media. We agree to store mechan­i­cal boards and com­puter disks for a period of 6 months beyond the deliv­ery of a job. There upon, we reserve the right to dis­card them.

Term and ter­mi­na­tion
The term of this agree­ment will con­tinue for work in progress until ter­mi­nated by either of us upon thirty (30) days writ­ten notice. If you should direct us at any time to can­cel, ter­mi­nate or “put on hold” any pre­vi­ously autho­rized pur­chase, we will promptly do so, pro­vided you hold us harm­less for any cost incurred as a result. Upon ter­mi­na­tion of this agree­ment, SYNCH MEDIA will trans­fer to CLIENT all your prop­erty and mate­ri­als in our con­trol and for which you have paid. CLIENT will indem­nify and hold SYNCH MEDIA harm­less for any loss or expense (includ­ing attor­ney ’s fees), and agree to defend SYNCH MEDIA in any actual suit, claim or action aris­ing in any way from our work­ing rela­tion­ship. This includes, but is not lim­ited to asser­ta­tions made against CLIENT and any of its prod­ucts and ser­vices aris­ing from the pub­li­ca­tion of mate­ri­als that we pre­pare and you approve before publication.

Pro­duc­tion sched­ules
Pro­duc­tion sched­ules will be estab­lished and adhered to by both CLIENT and the DESIGNER, pro­vided that nei­ther shall incur any lia­bil­ity, penalty or addi­tional cost due to delays caused by a state of war, riot, civil dis­or­der, fire, labor trou­ble or strike, acci­dents, energy fail­ure, equip­ment break­down, delays in ship­ment by sup­pli­ers or car­ri­ers, action of gov­ern­ment or civil author­ity, and acts of God or other causes beyond the con­trol of the Client or the Synch Media. Where pro­duc­tion sched­ules are not adhered to by the Client, final deliv­ery date or dates will be adjusted accordingly.

Right of Refusal
Synch Media reserves the right to refuse ser­vice or prod­ucts to any per­son or organization.

Addi­tional pro­vi­sions
The valid­ity and enforce­abil­ity of this agree­ment will be inter­preted in accor­dance with the laws of the State of Florida applic­a­ble to agree­ments entered into and per­formed in the State of Florida. This agree­ment is our entire under­stand­ing and may not be mod­i­fied in any respect except in an exe­cuted agree­ment. If we must retain attor­neys to col­lect our invoices, we will be enti­tled to rea­son­able attorney’s fees, court costs, and inter­est at the max­i­mum rate per­mit­ted by law.

Terms and Con­di­tions (Print)

Wel­come to the Synch Media Web­site (our or the “Web­site”). We pro­vide our Web­site as a ser­vice to our cus­tomers. Please review the fol­low­ing basic rules, which con­sti­tute our “Terms of Use & Legal Notices,” which gov­ern your use of our Web­site. By using our Web­site you agree to be bound by the terms and con­di­tions set forth below, and our Pri­vacy Pol­icy and all dis­claimers or other terms and con­di­tions that appear else­where on our Web­site (col­lec­tively the “Agree­ment”).
Your use of our Web­site con­sti­tutes your agree­ment to fol­low and be bound by the Agree­ment. If you do not agree to be bound by the Agree­ment, please do not use our Web­site. Although you may “book­mark” a par­tic­u­lar por­tion of our Web­site and thereby bypass the Agree­ment, your use of (or click­ing onto) any por­tion or page of our Web­site still binds you to the Agree­ment. Since we may revise the Agree­ment at any time, we rec­om­mend that you visit these pages peri­od­i­cally to review the Agreement.

Impor­tant Notice for All Clients
Synch Media prints off­set gang run jobs unless oth­er­wise stated. Color Crit­i­cal jobs must be sub­mit­ted clearly noted as Color Crit­i­cal, and must be accom­pa­nied by a request for Color Proof. Color Proofs will result in an addi­tional charge and a change on the turn­around time. The dimen­sion of the printed pieces for post­cards, rack cards & club fly­ers will be 1/16″ from orig­i­nal listed size. If the final size is crit­i­cal please con­tact Synch Media for fur­ther assis­tance, this may result in an addi­tional charge.

Order Can­cel­la­tion Pol­icy
Due to the nature of the print­ing jobs, we are unable to can­cel orders once they are placed.

Other Fees
Jobs may be sub­ject to other fees as follows:

• $15.00 — Addi­tional Epson proofs (per 8.5″ X 11″, per side).
• $50.00/hour — Approved art­work alter­ations; 1‐hour minimum.
• $25.00 — Re‐RIP of any file.
• $10.00 — Han­dling fee for all jobs.
• $5.00 — PDF proof on Busi­ness Card jobs.

This is not an exhaus­tive list; other fees may be incurred in spe­cial circumstances.

Gen­eral Infor­ma­tion
Any orig­i­nal media (discs, pic­tures, slides, proofs, etc.) are non‐returnable and become the prop­erty of Synch Media unless pre‐arrangements are made. Pre­ferred file type is Adobe PDF. Accept­able appli­ca­tions for Mac & PC include (but are not lim­ited to) Adobe Illus­tra­tor, Adobe InDe­sign, Adobe Pho­to­shop and Adobe PDF. Addi­tional charges may apply if fur­nished media are incom­pat­i­ble with Synch Media soft­ware. We can­not guar­an­tee con­sis­tent results if files are gen­er­ated by other appli­ca­tions like Microsoft Pub­lisher. For best results, all ras­ter­ized files should be con­verted to CYMK. All fonts must be included or embed­ded. Images must be flat­tened with CMYK in JPEG, TIFF or EPS for­mat. Proofs will be e‐mailed or shipped out within 24 hours of receipt of files and order form. Turn­around time begins after receipt of final proof approval. Final approval will only be accepted in writ­ten for­mat. No ver­bal approvals will be accepted. Job is con­sid­ered com­plete if within +/‐ 5%. Quoted prices do not include any ship­ping, han­dling or sales taxes (if applic­a­ble). Prices are sub­ject to change with­out notice. All jobs require pay­ment in full upon accep­tance of order. Unless other pay­ment terms have been pre­vi­ously arranged and account is up to date, your credit card will be charged upon place­ment of order.

Cus­tomer Sup­plied Proofs
For each job, the cus­tomer may be required to sup­ply a color hard­copy proof of their job when plac­ing their order. If the job is two‐sided, folds or binds (like brochures and cat­a­logs), then a work­ing model (mockup) of the job is required to indi­cate backup, page ori­en­ta­tion, fold­ing, bind­ing and page order/assignment. Synch Media is not respon­si­ble for any such errors if a work­ing model is not pro­vided prior to proof­ing. Synch Media is also not respon­si­ble for any and all errors in the customer’s print­ing job if they select the “Run As Is. No Proof” option.

Color Proof Accu­racy
Please note that although color proofs sup­plied to the cus­tomer are highly cal­i­brated and very accu­rate, they can­not match the final printed prod­uct 100%. This is due to the fact that proofs are cre­ated in a dif­fer­ent way than the printed piece (ink, paper stock, reg­is­tra­tion, line screens, etc.) Also note that the cus­tomer proof may not closely match our proofs or the printed piece either for the same rea­sons, and because the cus­tomer sup­plied proofs are not cal­i­brated to our presses.

Right of Refusal
Synch Media reserves the right to refuse ser­vice or prod­ucts to any per­son or organization.

Turn­around Time
Although Synch Media makes every pos­si­ble effort to turn jobs around in the esti­mated times offered, your job may require more time due to unfore­see­able or uncon­trol­lable cir­cum­stances or fin­ish­ing ser­vices added onto the job. Synch Media will not credit cus­tomers if a job runs past the esti­mated turn­around time. TURN­AROUND TIMES ARE AN ESTI­MATE, NOT A GUARANTEE!

Pro­pri­etary Rights
Unless oth­er­wise noted, all writ­ten and/or other mate­ri­als that are part of our Web­site, includ­ing infor­ma­tion, images, illus­tra­tions, designs, icons, data, soft­ware, pho­tographs, graphs, videos, type­faces, graph­ics, music, sounds and other mate­r­ial (col­lec­tively “Con­tent”), are pro­tected by copy­right, trade­mark, patent or other pro­pri­etary rights, and these rights are valid and pro­tected in all forms, media and tech­nolo­gies exist­ing now or devel­oped in the future. Except as expressly autho­rized or licensed, you may not copy, mod­ify, remove, delete, aug­ment, add to, pub­lish, trans­mit, par­tic­i­pate in the trans­fer or sale, lease or rental of, cre­ate deriv­a­tive works from or in any way exploit any of the Con­tent, in whole or in part. All Con­tent is copy­righted as a col­lec­tive work under the U.S. and inter­na­tional copy­right laws, and Synch Media owns, to the fullest extent allowed by such laws, the copy­right in the selec­tion, coor­di­na­tion, arrange­ment, and enhance­ment of all con­tent. The Synch Media trade­marks, logos and other trade­marks on our Web­site are the prop­erty of their respec­tive own­ers and are owned by, licensed to, or, where required, used with per­mis­sion of Synch Media, and, as such, may not be repro­duced, copied, or manip­u­lated in any man­ner with­out the express, writ­ten approval of the trade­mark owner.

Your Use of Our Web­site
Our Web­site and the Con­tent are intended solely for your per­sonal, non‐commercial use. You may down­load or copy the Con­tent and/or other down­load­able mate­ri­als dis­played on the Web­site for your per­sonal use only; pro­vided that you also retain all copy­right, trade­mark and other pro­pri­etary notices con­tained in the mate­r­ial, do not mod­ify or alter the mate­r­ial and do not copy or post the mate­r­ial on any net­work com­puter or broad­cast the mate­r­ial in any media. It is strictly pro­hib­ited to mod­ify, trans­mit, dis­trib­ute, reuse, repost, “frame” or use the Con­tent for pub­lic or com­mer­cial pur­poses with­out writ­ten per­mis­sion from an autho­rized rep­re­sen­ta­tive of Synch Media It is also strictly pro­hib­ited to down­load any images of the Synch Media prod­ucts which appear on our Web­site. No right, title or inter­est in any down­loaded mate­ri­als or soft­ware is trans­ferred to you as a result of any such down­load­ing or copy­ing. You may not repro­duce (except as noted above), pub­lish, trans­mit, dis­trib­ute, dis­play, mod­ify, cre­ate deriv­a­tive works from, sell or par­tic­i­pate in any sale of or exploit in any way, in whole or in part, any of the Con­tents, the Web­site or any related intel­lec­tual prop­erty. You agree that if Synch Media, in our sole and unfet­tered dis­cre­tion, requests in writ­ing that you remove any link or links to our Web­site, you will promptly do so. You agree that we may, in our sole dis­cre­tion, and at any time, ter­mi­nate your access to and use of our Web­site, or any part thereof, with or with­out notice.

NO WAR­RANTIES, LIM­I­TA­TION OF LIA­BIL­ITY
YOUR USE OF AND RELIANCE UPON ANY AND ALL INFOR­MA­TION, INCLUD­ING BUT NOT LIM­ITED TO THE CON­TENT IS AT YOUR SOLE RISK. SUCH INFOR­MA­TION IS PRO­VIDED ON AN “AS IS” AND “AS AVAIL­ABLE” BASIS. SYNCH MEDIA MAKES NO EXPRESS OR IMPLIED REP­RE­SEN­TA­TIONS, WAR­RANTIES, OR GUAR­AN­TEES WITH REGARD TO THE APPRO­PRI­ATE­NESS, ACCU­RACY, SUF­FI­CIENCY, COR­RECT­NESS, VERAC­ITY, VALUE, COM­PLETE­NESS, OR TIME­LI­NESS OF SUCH INFOR­MA­TION. SYNCH MEDIA EXPRESSLY DIS­CLAIMS ALL WAR­RANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUD­ING, BUT NOT LIM­ITED TO THE IMPLIED WAR­RANTIES OF MER­CHANTABIL­ITY, FIT­NESS FOR A PAR­TIC­U­LAR PUR­POSE AND NON‐INFRINGEMENT. IN NO EVENT SHALL SYNCH MEDIA AND/OR ITS SUP­PLI­ERS BE LIABLE FOR ANY DIRECT, INDI­RECT, PUNI­TIVE, INCI­DEN­TAL, SPE­CIAL, CON­SE­QUEN­TIAL DAM­AGES INCLUD­ING, WITH­OUT LIM­I­TA­TION, DAM­AGES FOR LOSS OF USE, DATA OR PROF­ITS, ARIS­ING OUT OF OR IN ANY WAY CON­NECTED WITH THE USE OR PER­FOR­MANCE OF OUR WEB­SITE, WITH THE DELAY OR INABIL­ITY TO USE OUR WEB­SITE OR RELATED SER­VICES, THE PRO­VI­SION OF OR FAIL­URE TO PRO­VIDE SER­VICES, OR FOR ANY INFOR­MA­TION, SOFT­WARE, PROD­UCTS, SER­VICES AND RELATED GRAPH­ICS OBTAINED THROUGH THE SYNCH MEDIA WEB­SITE, OR OTH­ER­WISE ARIS­ING OUT OF THE USE OF OUR WEB­SITE, WHETHER BASED ON CON­TRACT, TORT OR OTH­ER­WISE, EVEN IF SYNCH MEDIA OR ANY OF ITS SUP­PLI­ERS HAS BEEN ADVISED OF THE POS­SI­BIL­ITY OF DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLU­SION OR LIM­I­TA­TION OF LIA­BIL­ITY FOR CON­SE­QUEN­TIAL OR INCI­DEN­TAL DAM­AGES, THE ABOVE LIM­I­TA­TION MAY NOT APPLY TO YOU. IF YOU ARE DIS­SAT­IS­FIED WITH ANY POR­TION OF OUR WEB­SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLU­SIVE REM­EDY IS TO DIS­CON­TINUE USING OUR WEBSITE.

Secu­rity
Tam­per­ing with our Web­site, mis­rep­re­sent­ing the iden­tity of a user, using buy­ing agents or con­duct­ing fraud­u­lent activ­i­ties on our Web­site are pro­hib­ited. Users are pro­hib­ited from vio­lat­ing or attempt­ing to vio­late the secu­rity of our Web­site, includ­ing, with­out lim­i­ta­tion, (a) access­ing data not intended for such user or log­ging onto a server or an account which the user is not autho­rized to access; (b) using our Web­site for unin­tended pur­poses or try­ing to change the behav­ior of our Web­site; © attempt­ing to probe, scan or test the vul­ner­a­bil­ity of a sys­tem or net­work or breach secu­rity or authen­ti­ca­tion mea­sures with­out proper autho­riza­tion; (d) attempt­ing to inter­fere with ser­vice to any user, host or net­work, includ­ing with­out lim­i­ta­tion via means of sub­mit­ting a virus to our Web­site, over­load­ing, “flood­ing,” “spam­ming,” “mail bomb­ing” or “crash­ing”; (f) forg­ing any TCP/IP packet header or any part of the header infor­ma­tion in any e‐mail or news­group post­ing. Vio­la­tions of sys­tem or net­work secu­rity may result in civil or crim­i­nal lia­bil­ity; or (g) forg­ing com­mu­ni­ca­tions on behalf of our Web­site (imper­son­at­ing our Web­site), or to our Web­site (imper­son­at­ing as a legit­i­mate user). Send­ing unso­licited and unau­tho­rized e‐mail on behalf of Synch Media, includ­ing pro­mo­tions and/or adver­tis­ing of prod­ucts or ser­vices, is expressly pro­hib­ited. You agree not to use any device, soft­ware or rou­tine or data to inter­fere or attempt to inter­fere with the proper work­ing of our Web­site or any activ­ity being con­ducted on this site. You agree, fur­ther, not to use or attempt to use any engine, soft­ware, tool, agent, data or other device or mech­a­nism (includ­ing with­out lim­i­ta­tion browsers, spi­ders, robots, avatars or intel­li­gent agents) to nav­i­gate or search our Web­site other than the search engine and search agents pro­vided by us (if any) or by gen­er­ally pub­licly avail­able and accept­able browsers. If and when requested, you agree to pro­vide true, accu­rate and com­plete user infor­ma­tion to Synch Media, and to refrain from imper­son­at­ing or falsely rep­re­sent­ing your affil­i­a­tion with any per­son or entity.

Children’s Pri­vacy
Our Web­site is intended for use by indi­vid­u­als 13 years of age or older. Our Web­site is not directed to chil­dren under the age of 13. Users under the age of 13 must use the assis­tance of a par­ent or guardian before they use or visit our Website.

Errors, Cor­rec­tions and Changes
Occa­sion­ally there may be infor­ma­tion on our Web­site that con­tains typo­graph­i­cal errors, inac­cu­ra­cies, or omis­sions that may relate to prod­uct descrip­tions, pric­ing, and avail­abil­ity. We reserve the right (and we will use com­mer­cially rea­son­able efforts) to cor­rect any errors, inac­cu­ra­cies or omis­sions. Addi­tion­ally, we reserve the right to change or update infor­ma­tion at any time with­out prior notice.

Infor­ma­tion & Con­tent You Sub­mit to Us
By using our Web­site, you agree that any infor­ma­tion (except for pur­chase infor­ma­tion as applic­a­ble), mate­ri­als, sug­ges­tions, ideas or com­ments you send to us or any other third party using our Web­site is not con­fi­den­tial. By sub­mit­ting any solicited or unso­licited infor­ma­tion using our Web­site, you grant to Synch Media and its affil­i­ates (“Synch Media,” as used herein) an irrev­o­ca­ble and unre­stricted license to use, mod­ify, repro­duce, trans­mit, dis­play and dis­trib­ute such mate­ri­als, infor­ma­tion, sug­ges­tions, ideas or com­ments for any pur­pose what­so­ever, to the extent per­mit­ted by law.

Indem­nity
You agree to indem­nify, defend and hold harm­less Synch Media, its part­ners, affil­i­ates, sub­sidiaries and sup­pli­ers from any lia­bil­ity, loss, claim and expense (includ­ing attor­neys’ rea­son­able fees) related to your vio­la­tion of this Agreement.

Third Party Web­sites & Links
Our Web­site may con­tain links to other Web­sites that are not under our con­trol (“Third‐Party Web­sites”). We pro­vide links solely for the con­ve­nience and infor­ma­tion of our Web­site users. We do not war­rant or make any rep­re­sen­ta­tion about the sub­stance, qual­ity, func­tion­al­ity, and accu­racy, fit­ness for a par­tic­u­lar pur­pose, mer­chantabil­ity or any other rep­re­sen­ta­tion about any Third‐Party Web­site or its con­tent. A link to a Third‐Party Web­site on our Web­site does not con­sti­tute spon­sor­ship, endorse­ment, approval or respon­si­bil­ity for any Third‐Party Web­site. We make no rep­re­sen­ta­tion or war­ranty as to any prod­ucts or ser­vices offered on any Third‐Party Web­site. The con­di­tions of use and pri­vacy pol­icy of any Third‐Party Web­site may dif­fer sub­stan­tially from the Terms of Use and Legal Notices that apply to your use of our Web­site. Please review the con­di­tions of use for all Third‐Party Web­sites for more infor­ma­tion about the terms and con­di­tions that apply to your use of Third‐Party Websites.

Applic­a­ble Law & Other Terms
Our Web­site is cre­ated, oper­ated and con­trolled by Synch Media in the United States of Amer­ica. The laws of the State of Florida will gov­ern the Agree­ment with­out giv­ing effect to any prin­ci­ples or con­flicts of laws. You hereby con­sent to the exclu­sive juris­dic­tion and venue of courts sit­ting in Miami‐Dade County, Florida in all dis­putes aris­ing out of or relat­ing to the use of our Web­site. If any part of this Agree­ment is deter­mined to be invalid or unen­force­able pur­suant to applic­a­ble law includ­ing, but not lim­ited to, the war­ranty dis­claimers and lia­bil­ity lim­i­ta­tions set forth above, then the invalid or unen­force­able pro­vi­sion will be deemed super­seded by a valid, enforce­able pro­vi­sion that most closely matches the intent of the orig­i­nal pro­vi­sion and the remain­der of the Agree­ment shall con­tinue in effect. Unless oth­er­wise spec­i­fied herein, this Agree­ment con­sti­tutes the entire agree­ment between you and Synch Media with respect to our Web­site, and it super­sedes all prior or con­tem­po­ra­ne­ous com­mu­ni­ca­tions and pro­pos­als, whether elec­tronic, oral or writ­ten, between you and Synch Media with respect to our Web­site. A printed ver­sion of this Agree­ment and of any notice given in elec­tronic form shall be admis­si­ble in judi­cial or admin­is­tra­tive pro­ceed­ings based upon or relat­ing to this Agree­ment to the same extent and sub­ject to the same con­di­tions as other busi­ness doc­u­ments and records orig­i­nally gen­er­ated and main­tained in printed form.