Terms & Conditions

AGREEMENT BETWEEN USER AND COMPANY

Through its Web Site ShopSync, LLC (“Company”) provides you with access to information, contained within the web pages of the Company Web Site (collectively “Web Content”).

The Web Content is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Web Content constitutes your agreement to all such terms, conditions, and notices. These terms of use apply to your access to and use of the Web Content and do not alter in any way the terms and conditions of any other agreement you may have with Company for products, software, services or otherwise, unless otherwise directed by Company.

Your use of the ShopSync application is governed by a separate End User License Agreement. If you do not agree to the End User License Agreement then you are not authorized to use the ShopSync application.

MODIFICATION OF THESE TERMS OF USE

Company reserves the right to change the terms, conditions, and notices under which the Web Content is offered, including but not limited to the charges associated with the use of the Web Content.

COPYRIGHT

All Web Content, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of ShopSync, LLC © 2019, ALL RIGHTS RESERVED, or by the original creator of the material. Permission is granted to display, copy, distribute, and download the copyrighted materials for personal, noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any copyrighted material for commercial use without prior written approval of Company. You may not “mirror” any copyrighted material on any other server without prior written permission from Company.

LINKS TO THIRD PARTY SITES

The Company Web Site may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is not responsible for any form of transmission received from any Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Web Content you agree to not use the Web Content for any purpose that is unlawful, improper, or prohibited by these terms, conditions, and notices. You may not use the Web Content in any manner which could damage, disable, overburden, or impair the Web Content or interfere with any other party’s use and enjoyment of the Web Content. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Web Content. You may not attempt or gain access to any Company servers or networks through hacking or any other means. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web Content without Company’s prior, express, and written permission. You agree not to use the Web Content for any commercial use without prior consent from Company.

ADDITIONAL USE RESTRICTIONS

You shall not post, transmit, e-mail, re-transmit or store material on or through the Company Web Site which, in the sole judgment of the Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, “Persons”) or (iii) violates the rights of any Person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to its use of the Web Content. If you are unsure of whether any contemplated use or action is permitted, please contact the Company at contact@ShopSync.io. By way of example, and not limitation, the following uses described below of the Company Web Site are expressly prohibited:

a. upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Web Content, including providing links to pornographic content elsewhere;

b. harm minors in any way;

c. impersonate any person or entity, including, but not limited to, a the Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Web Content or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);

upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;

f. upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

g. upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

h. upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Web Content are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

j. interfere with or disrupt the Web Content or servers or networks connected to the Company Web Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Company Web Site;

k. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

l. “stalk” or otherwise harass another;

m. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating “Crush” sites; and

n. effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.

LIABILITY DISCLAIMER

THE WEB CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COMPANY MAY MAKE IMPROVEMENTS OR CHANGES IN THE WEB CONTENT AT ANY TIME. ALL WEB CONTENT IS PROVIDED AS IS WITHOUT WARRANTY OR CONDITION OF ANY KIND. COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE WEB CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER 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 THE WEB CONTENT, WITH THE DELAY OR INABILITY TO USE THE WEB CONTENT, THE PROVISION OF OR FAILURE TO PROVIDE WEB CONTENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY 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 WEB CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE COMPANY WEBSITE.

SERVICE CONTACT

legal@shopsync.io

TERMINATION/ACCESS RESTRICTION

Company reserves the right, in its sole discretion, to terminate your access to the Web Content or any portion thereof at any time, without notice.

GENERAL

To the maximum extent permitted by law, this agreement is governed by the laws of the State of Tennessee, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Knox County, Tennessee, U.S.A. in all disputes arising out of or relating to the use of the Web Content.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this agreement or access to or use of the Web Content.

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.