Last updated: February 22^nd, 2023

These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with https://www.syngrafii.com, https://sign.syngrafii.com websites, the subdomain websites of syngrafii.com, and the Syngrafii mobile application (the “Service”) operated by Syngrafii Inc. (“us”, “we”, or “our”).

Please read these Terms and Conditions carefully before using our website https://sign.syngrafii.com software platform and Syngrafii mobile applications (the “Service”).

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.

Purchases

If you wish to consume or purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.

We reserve the right to refuse or cancel your order or Purchase at any time for any reason including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order and/or access to https://sign.syngrafii.com API services if fraud or an unauthorised or illegal transaction is suspected. We reserve the right to withhold or restrict access to the API for the iinked platform for commercial reasons. We will not be held responsible or liable for any failure for any incomplete Purchase, or any resulting loss or damages to you.

Availability, Errors and Inaccuracies

In order to provide exceptional service, and accuracy, we regularly update the products and services available to you on the Service.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and Services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Despite our best efforts, the products or services available on our Service may have an error regarding the price, be inaccurately described, or be unavailable, and we may experience delays in updating information on the Service. By using the Service, you agree to hold Syngrafii, its officers, directors, employees, contractors, licensors, licensees, suppliers and agents harmless for any and all losses incurred, howsoever, whether foreseeable, reasonably or otherwise, and whether in tort, or contract, and with or without negligence on the part of the aforementioned releasees, including all form of claims, losses, damages, obligations, costs, actions or demands.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

Promotions may be available for a limited time.

Subscriptions

Some parts of the Service are billed on a subscription and consumption of Services basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) for the Subscriptions Services and 30 days in arrears for consumption-based costs. Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team. In all instances any outstanding balances in billing due and owing for in arrears billing will be billed and or processed using payment methods on file.

A valid payment method, including a credit card, is required to process the payment for your Subscription and any consumption based costs incurred. You shall provide us with accurate and complete billing information including full name, address, state/province, zip code/postal code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription and consumption-based fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Any unpaid accounts falling due beyond the payment date will incur interest at a rate of 2% per month.

We perform numerous data validations when activating a subscription, however we may rely on the third party issuers of coupons, currency, tokens, etc, to be responsible for accurate data collection, therefore we cannot be held responsible for data inaccuracies of those third parties.

Free Trial

We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for the Free Trial. If the Free Trial Period does not require registration with you providing billing information, at the completion of the Free Trial period you will be required to enter billing information to continue your use of the Service.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by us until the Free Trial has expired. On expiration of the Free Trial, you will have the option to enter payment information to continue your use of the Service. If you fail to provide this information, the Free Trial will terminate and no further charges will be incurred.

At any time and without notice, we reserve the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes

We, in our sole discretion and at any time, may modify the Subscription fees for the Subscriptions and Consumption based Services. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

We will provide you with a reasonable prior notice of any change in Subscription and consumption based fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription and Consumption based fee amounts.

Refunds

Certain refund requests for Subscriptions and Consumption may be considered by us on a case-by-case basis and granted in our sole.

Content

The Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, documents, videos, or other material (“Content”). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or (d) offensive or otherwise unacceptable to us in our sole discretion.

You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to any contents or activities on the Service.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes the copyright or other intellectual property infringement (“Infringement”) of any person.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of “Copyright Infringement” of info@syngrafii.com and include in your notice a detailed description of the alleged Infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.

Intellectual Property

The Service and all contents, including but not limited to text, images, graphics, source code and any other code are our property and are protected by patents, copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use, or to place an order with us. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of ours or of our affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

You are to properly identify the Service in any printed, online, electronic, or other medium, materials that you produce, have produced for your use, authorize or use in connection with your use of the service whether for your personal or commercial use. In so identifying the Service, you agree to properly identify our intellectual property and use all required marks, including all product names and attributions to do so. You may contact us at info@syngrafii.com to obtain from us current images and other indicia of our trademarks, service marks and any other relevant intellectual property.

Further details on our intellectual property can be found at: https://syngrafii.com/about/patent.

Links To Other Web Sites

The Service may contain links to third-party web sites or services that are not owned or controlled by us.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

Indemnification

You agree to indemnify, defend and hold us harmless together with wholly or partially owned subsidiaries, our and their principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands, howsoever or wheresoever incurred, whether in tort or contract and whether or not we or the other releases are negligent in whole or in part.

These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.

Limitation Of Liability

We, and our directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer And Non-Waiver Of Rights

We make no guarantees, representations or warranties of any kind as regards the website and associated Service technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

We and our subsidiaries, affiliates, and licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and we should choose not to immediately act, or choose not to act at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. We and our subsidiaries do not waive any of our or their rights. We and our subsidiaries shall not be responsible for any purported breach of these Terms caused by circumstances beyond our or their control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Exclusions

As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of the Dominion of Canada, as applicable therein. Any litigation shall be brought before the Commercial List of the Superior Court of Justice (Ontario), at Toronto, Ontario.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days’ notice prior of any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms, please contact us at info@syngrafii.com