Terms and conditions
By registering or engaging us for the services we provide (“Services) or purchasing the products we make available (“Products”), you hereby express your acceptance of these Terms and conditions (“Terms”) which constitute a legal agreement between you (“Customer”) and Synerlogic, LLC, 4250 N Drinkwater Blvd Suite 300, Scottsdale, AZ 85251.
If you do not agree to these terms, you must discontinue the purchasing process now.
1. ABOUT
1.1 These terms and conditions (the Terms and Conditions) shall apply to the provision of the Services by Synerlogic to the Customer.
2. DEFINITIONS
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Agreement: these Terms and Conditions and (i) the signed Contract for Services; or (ii) completed Online Booking Process.
Business Day: a day other than a Saturday, Sunday or public holiday in the United States of America.
Services: Live online interactive workshops, webcasts, on-demand courses, interactive working groups, training sessions, and other services organized, facilitated, or hosted by Synerlogic dealing with a variety of professional topics relating to organizational design, strategy, leadership, governance, team communication, conflict, and other areas of organization development.
Products: any materials, documents, or other items provided or made available by Synerlogic related to the Services.
Charges: the charges payable by the Customer for the Products or Services in accordance with clause 6 (Charges and payment).
Customer: the person or firm who purchases the Products or Services from Synerlogic.
Customer Data: the personal data provided by the Customer for the purpose of facilitating the Training as described in Synerlogic’s Privacy Policy
3. CUSTOMER REGISTRATION
3.1 In order to receive the Products or Services, Customers must register an account and provide Synerlogic with certain information. In doing this, the Customer agrees to:
- Provide true, accurate, current and complete information as prompted by the registration form
- Maintain and promptly update the data by logging into the registered account and updating via ‘My profile’;
- For more information, please visit https://www.mightynetworks.com/terms-of-use
4. DELIVERY OF PRODUCTS AND SERVICES
4.1 SYNERLOGIC shall deliver the Products and Services to the Customer in accordance with these Terms and Conditions in all material respects but reserves the right to change the content, format, and other features of the Products and Services at any time and without notice.
4.2 Any publicized dates relating to the Products and Services shall be anticipated dates only and may be modified or revised.
4.3 Synerlogic reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Products and Services, and Synerlogic shall notify the Customer in any such event.
4.4 Notwithstanding the above sub-clauses, Synerlogic reserves the right to cancel any of its Products or Services at any time, without incurring additional liability to the Customer. In such circumstances, Synerlogic will offer (at its sole discretion) alternative dates, a full refund, or a credit.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
5.1.1 co-operate with Synerlogic in all matters relating to the Products and Services, including abiding by Synerlogic’s Community Guidelines and any specific guidelines or agreements relating to any particular Service or Product offering;
5.1.2 provide Synerlogic, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by Synerlogic in the organization of any specific Product or Service offering, and ensure that such information is complete and accurate in all material respects.
6. CHARGES AND PAYMENT
6.1 Unless otherwise stated in a separate contract for a Product or Service offering, the Charges for the Products and Services shall be described within the Synerlogic online community site, available at https://community.synerlogic.net.
6.2 Invoices from Synerlogic are due upon receipt, and in any event must be paid prior to receiving any Product or prior to the date of any Service offering, and may be made via credit or debit card, automated clearinghouse (“ACH”) transfer, virtual card number (“VCN”), wire transfer, electronic check, or paper check mailed to the address provided by Synerlogic.
6.3 Failure by the Customer to pay any Charges when they fall due may (at Synerlogic’s discretion) result in:
6.3.1 Customer’s purchase of or registration in a Product or Service offering being canceled or withdrawn;
6.3.2 Synerlogic ceasing to provide or make available a Product or Service offering; and/or
6.3.3 Synerlogic withholding any certification due to the Customer from any Product or Service offering.
6.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Synerlogic for any sum due under this Agreement for Products or Services delivered to the Customer:
6.4.1 the Customer shall pay interest on any sum that remains unpaid past 30 days from the due date, from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue at a rate of 5% per month.
6.5 All sums payable to Synerlogic under this agreement:
6.5.1 are exclusive of any applicable sales, use, transaction, or value added tax, and the Customer shall be solely responsible for any such tax or shall pay or reimburse Synerlogic an amount equal to any such tax chargeable on those Products or Services for which a seller or service provider is required to collect and remit the tax to the applicable taxing authority; and
6.5.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as may be required by law).
7. CANCELLATION
7.1 Customer agrees to the cancelation policy established for any specific Product or Service offering. If no cancelation policy is specified at the time of purchase, Customer may cancel the purchase of a Service offering within 5 business days from the date of purchase, provided however that the purchase of Services may not be cancelled or rescheduled within 30 days of the start date of the Service offering. Cancellations must be provided in writing to the Synerlogic’s representative at support@Synerlogic.com. Unless otherwise specified at the time of purchase, all sales of Products are final.
7.2 Training may only be cancelled by the Customer in accordance with this clause 7. If a Customer fails to attend all or part of any Training, full payment of the Charges shall be required.
7.5 If a refund is approved by Synerlogic, it will be made through the original mode of payment only.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The materials, structure, organization, and code of the provided Products and Services are the intellectual property of Synerlogic, unless otherwise specified. This Agreement does not grant the Customer any intellectual property rights whatsoever in any form. Any work product relating to the Products or Services, or any related elements which are altered, conceived, made, or developed in whole or in part by Synerlogic (including any works developed jointly with Customers) during or as a result of the relationship with Customers shall become and remain the sole and exclusive property of Synerlogic unless otherwise specified in a separate written agreement. Customers agree to make no claim in the rights or ownership of any such form, database or software. Customers agree to indemnify Synerlogic for any third-party claims for infringement, misappropriation or other violation of any third-party’s intellectual property rights where such claims are made against Synerlogic for materials, templates, exemplars, or other items that may be uploaded, shared, provided, or otherwise made available by the Customer.
8.2 All intellectual property rights in or arising out of or in connection with the Products and Services shall be owned by Synerlogic.
8.3 No reproductions, scans or copies (wholly or in part) shall be made of the Products or Services without the prior written consent of Synerlogic.
9. DISCLAIMER
9.1 SYNERLOGIC MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES REGARDING THE COMPLETENESS, VERACITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR ACCURACY OF THE PROVIDED SERVICES OR ANY COMPONENT THEREOF, OR FOR ANY DELAYS, INTERRUPTIONS OR OMISSIONS. THE PROVIDED SERVICES AND ANY COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CLIENT’S USE OF THE PROVIDED SERVICES IS AT CLIENT’S OWN RISK.EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS & CONDITIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THESE TERMS & CONDITIONS, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMERS’ SOLE REMEDY FOR DISSATISFACTION WITH THE PROVIDED SERVICES IS TO STOP USING THEM.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation.
10.2 Subject to clause 10.1:
10.2.1 Synerlogic shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
10.2.2 Synerlogic’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training.
10.3 This clause 10 shall survive termination of the Agreement.
11. TERMINATION
11.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;
11.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
11.2 Without affecting any other right or remedy available to it, Synerlogic may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Agreement:
13.1.1 the Customer shall return any of the Products which have not been fully paid for; and
13.1.2 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.2 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. FORCE MAJEURE
Synerlogic shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Synerlogic or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
15. WAIVER
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. SEVERANCE
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
17. ASSIGNMENT AND SUBCONTRACTING
17.1 The Customer shall not, without the prior written consent of Synerlogic, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in Synerlogic’s sole discretion.
17.2 Synerlogic may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
18. NO PARTNERSHIP OR AGENCY
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19. NOTICES
19.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
19.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
20. GOVERNING LAW
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United States of America and by the laws of the State of Arizona.
21. JURISDICTION
Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be heard in a court of competent jurisdiction in Maricopa County, State of Arizona, United States.