Terms of Service
1. Our Services
1.1 Welcome to www.synoptic.com (the “Site”). This page explains our Term of Service (“TOS”). Synoptic provides multi-region overview and optimization of your cloud service with reports and maps (the “Services”). Synoptic will update from time to time these TOS, and it is the Customer’s responsibility to check the TOS regularly.
1.2 During the Term, Customer has a non-exclusive, revocable, non-transferable right to access and use the Services solely for Customer’s own internal business purposes and limited to the number of users for which Customer has paid the applicable fees (the “Permitted Users”). Synoptic shall provide license key to allow only the specific number of Permitted Users to access the Services. Customer shall access and make use of the Services, solely for purposes limited in this Agreement and terms herein.
1.3 In order for Synoptic to provide the Services, Customer shall be required to provide Synoptic with access to its cloud server and designate “read only” access for Synoptic.
1.4 It is hereby clarified that it will not have access to the Customer’s systems or otherwise connect to the Customer’s systems, infrastructure or facilities.
1.5 As part of the registration process, Customer will identify an administrative user name and password for Customer’s account with Synoptic. Synoptic reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Customer is responsible for any activity that occurs within Customer’s account and for safeguarding its user name and password.
1.6 Other than the rights expressly licensed hereunder, no other rights or interests whatsoever in the Services and/or the software underlying the Services (the “Software”) are transferred or granted to Customer. Customer may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, create derivative works of, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software, or extract or attempt to extract source code from the object code of the Software. Except as provided for herein, Customer may not make any use of, or commercialize, the Services or the Software for any third party, whether or not for consideration. Customer may not use the Services or the Software for any illegal, unlawful or unauthorized purposes.
2.1 In consideration of the Services, the Customer shall pay Synoptic fees as indicated in our website and agreed between the parties (the "Fee").
2.2 All payments under these TOS Agreement are of net income. Customer shall bear all value added, state, local, withholding, and other taxes or other charges applicable to the Services and support (but not any taxes based upon Synoptic’s gross revenues or net income such as corporate income taxes).
3. Term and Termination
3.1 These TOS shall come into force upon the Customer accepting thereof and shall remain in full force and effect without limitation (the “Term”). Each party may terminate These TOS by providing the other party with a written notice of termination at least thirty (30) days in advance, including by way email notice to the other party.
3.2 Upon termination of these TOS and at Synoptic’s sole discretion (i) Customer might not have further access to the Services at the last day of the Term; (ii) Synoptic will cease providing the Services to the Customer; (iii) Synoptic shall be entitled to the entire Fee until the end of the Term.
3.3 Without affecting any other right or remedy available to it, Synoptic may terminate these TOS with immediate effect by giving written notice to the Customer if the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts
4. Synoptic Rights in the Services, Software and Information
4.1 All the rights, title and interest, including intellectual property rights of any kind in and to the Services or Software and all intellectual property rights arising in connection therewith shall be the exclusive property of Synoptic.
4.2 Any and all comments, criticisms, improvements and suggestions for changes provided by Customer to Synoptic with respect to the Services or Software shall be the exclusive property of Synoptic who shall be entitled to incorporate them into subsequent versions of the Services or related documentation. Any improvement, change, modification or enhancement of the Services or Software which is the result of the Services, this TOS or the relations between the parties hereto shall be exclusively owned by Synoptic and the Customer hereby irrevocably waives any interest or right in this respect and if necessary, assigns its entire rights or interests therein or thereto.
4.3 It is hereby acknowledged that (i) Customer’s statistic or analytics information of servers use, (ii) Customer’s servers’ nature of use of its servers; and (iii) Customer’s nature of Services consumption will be the exclusive property of Synoptic. Synoptic will be entitled to provide such information to 3rd parties in order to improve the Services.
5.1 “Confidential Information” means non-public information of the Customer or Synoptic to which the other party may have access, which information a reasonable person would consider confidential and/or which is marked “confidential” or “proprietary” by the disclosing party. It is hereby acknowledged that Customer’s statistic or analytics information as well Customer’s servers’ architecture or nature of servers use will not be considered “confidential” or “proprietary” and can be freely used by Synoptic.
5.2 Each of the parties agrees:
5.2.1 Not to disclose any Confidential Information to any third parties, except as mandated by law;
5.2.2 Not to use any Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement;
5.2.3 to keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care;
5.3 The obligations of Clause 6 herein shall survive after termination of these TOS.
5.4 Both parties will ensure that their employees, agents and subcontractors who have access to Confidential Information are bound by a similar undertaking.
6. Warranty and Limited Liability
6.1 Synoptic warrants that the Services will perform in accordance with the end user documentation made available by Company to Customer from time to time (if any) in all material respects, unless the failure was caused by any of the circumstances listed in Sections 6.2 or 7.2 below or by combination of the Services with any other goods or services or by use not in accordance with Company’s documentation (the “Warranty”). In the event of a breach of the Warranty that has not been remedied by Synoptic within 14 days of Customer’s written notice to Synoptic of a breach of the Warranty and Synoptic’s written confirmation that a Warranty breach has occurred, Customer’s sole remedy shall be to terminate this Agreement in accordance with Section 3 above. Other than the Warranty set forth in this Section 6.1, the Services and support, if any, are made available “as is” and without any other warranty or condition whatsoever, express or implied. Other than as set forth herein, Synoptic disclaims any implied warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability and non-infringement.
6.2 The Warranty shall not apply to the extent that Synoptic reasonably resolves that: (i) Customer used the Services in a manner for which they were not intended, (ii) Customer used the Services not in compliance with the documentation or instructions provided by Synoptic, or (iii) where the Warranty failure results from the alteration or modification of the Services, or the combination of the Services with the Customer’s or a third party’s systems, services or applications, where the unaltered or unmodified Services or the Services standing alone, as applicable, would not have failed to meet the Warranty.
6.3 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SYNOPTICS’S CUMULATIVE LIABILITY TO CUSTOMER AND ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL CONSIDERATION ACTUALLY PAID BY CUSTOMER HEREUNDER DURING THE ONE-YEAR PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ALLEGED LIABILITY. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST DATA OR LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABLITY SHALL NOT APPLY TO ANY DAMAGE ASSOCIATED WITH BREACH OF CONFIDENTIALITY OBLIGATION OR THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6.4 Any recommendation provided by Synoptic is made “as is” with no warranty or representation as to its correctness, and must be verified by the Customer with its own experts and professional. Synoptic will not be responsible to any action or omission to act by the Customer in connection with such recommendation.
7.1 Each Party may use the other Party’s name, trademarks, logos, etc. in its publicity and marketing materials, including in the list of customers or partners on its website.
7.2 Neither Party shall be liable for any costs or damages due to nonperformance under these TOS, arising out of any cause or event not within the reasonable control of such Party and without its fault or negligence, such as an act of God, act of war, epidemic, labor disputes, reason of fire, floods, failure of the internet or any network used to access or provide the Services or any social network or other website or application with which the Services are integrated, failure of service attack, intentional blocking or restriction of the Services by any third party, including any social network or other website or application with which the Services are integrated, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.
7.3 Customer shall not be entitled to assign or transfer any rights or obligations under these TOS, without obtaining Synoptic’s prior written consent; Synoptic shall be entitled to transfer any rights or obligations under these TOS upon prior written notice to Customer.
7.4 These TOS shall not be deemed as an agreement for the benefit of third parties. Each Party under these TOS shall be considered as an independent party, and no partnership, employee-employer relationship, joint-venture and etc. shall be established; neither Party shall have the authority to obligate or bind the other in any manner whatsoever.
7.5 Synoptic has the right, at any time and for any reason, to modify, adjust or discontinue any aspect or feature of the Services.
7.6 These TOS may be amended, only by a written instrument executed by both parties.
7.7 These TOS shall be governed and construed under the laws of the State of Israel, without reference to conflict of laws principles, whereas the exclusive jurisdiction and venue for all disputes arising from these TOS shall be the competent courts located in Tel Aviv District, Israel.
7.8 This Agreement, represent the entire agreement between the Parties with respect to the subject matter hereof and supersede any prior proposal, representation, or understanding between the Parties.
7.9 The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.