1.1 These Terms and Conditions are the exclusive terms and conditions under which Syn-Apps sells and/or provides to you (“You” or “Customer”), and You purchase and/or accept from Syn-Apps, products, including, but not limited to, software licenses, relicenses and subscriptions (together, “Goods”) and/or services, including, but not limited to, software maintenance services and installation and consulting services (together, “Services”). YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND SHALL BE DEEMED TO HAVE ACCEPTED THEM BY SIGNING AN ACKNOWLEDGEMENT OF THEM, PLACING AN ORDER, ACCEPTING DELIVERY OF A PRODUCT AND/OR PERMITTING, EXPRESSLY OR IMPLIEDLY, A SERVICE TO COMMENCE. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on Syn-Apps’s website at the time You place an order will govern the order in question. These Terms and Conditions constitute a binding contract between You and Syn-Apps (together, the “Parties” and individually, each a “Party”).

1.2 If You are one of Syn-Apps’s authorized resellers (a “Reseller”), You are authorized and/or required to delegate certain of Your rights and/or obligations hereunder to Your customer. If You are a customer of a Reseller, then certain of Your obligations hereunder may be performed through the Reseller instead of directly to Syn-Apps, all pursuant to any instructions the Reseller provides to You.

1.3 Syn-Apps will perform the Services for Customer (or if You are a Reseller, Your customer) described in any written or electronic document to which Syn-Apps is bound (such as a binding bid, quote or statement of work) pursuant to its terms and conditions and these Terms and Conditions. Each such document hereby incorporates these Terms and Conditions and constitutes a separate agreement with respect to the Services performed. In the event of an addition to or a conflict between any term or condition of any such document and these Terms and Conditions, these Terms and Conditions shall control, except as expressly authorized in an electronic or written document manually signed by an officer of Syn-Apps that amends these Terms and Conditions by specific reference to these Terms and Conditions. Each such amendment will be applicable only with respect to Services governed by such document and not to future Services.

1.4 Customer may request Goods and/or Services by issuing a purchase order to Syn-Apps and/or by using other methods acceptable to Syn-Apps. Such purchase orders and orders by other methods are not binding on Syn-Apps until accepted by Syn-Apps. All orders are subject to Product availability and Services capacity, and Syn-Apps cannot guarantee that it will be able to fulfill Customer’s orders.

2.1 Subject to these Terms and Conditions, the price of the Goods and Services shall be the price listed in the Syn-Apps’s quotation current at the date of acceptance of the Customer order or such other price as may be agreed in writing by Syn-Apps and Customer. Where the Supplier has quoted a price for the Goods or Services this will be valid for thirty (30) days only or such lesser time as Syn-Apps may specify.

2.2 Syn-Apps reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to Syn-Apps which is due to any factor beyond the control of Syn-Apps (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labor, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and Services which are requested by Customer, or any delay caused by any instructions of Customer or failure of Customer to give Syn-Apps adequate information or instructions.

2.3 Except as otherwise stated under the terms of any quotation or specified schedule or in any price list of Syn-Apps, and unless otherwise agreed in writing between the Customer and Syn-Apps, all prices are inclusive of Syn-Apps’s charges for packaging and transport.

2.4 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which Customer shall be additionally liable to pay to Syn-Apps.

3.1 Subject to any special terms agreed in writing between the Customer and Syn-Apps, Syn-Apps shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event Syn-Apps shall be entitled to invoice the Customer for the price at any time after Syn-Apps has notified the Customer that the Goods are ready for collection or (as the case may be) Syn-Apps has tendered delivery of the Goods.

3.2 The Customer shall pay the price of the Goods (less any discount or credit allowed by Syn-Apps, but without any other deduction, credit or set off) within thirty (30) business days of the date of Syn-Apps’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and Syn-Apps in respect of the contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request.

3.3 All payments shall be made to Syn-Apps as indicated on the form of acceptance or invoice issued by Syn-Apps.

3.4 Syn-Apps is not obliged to accept orders from any Customer or buyer who has not supplied Syn-Apps with references satisfactory to Syn-Apps. If at any time Syn-Apps is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further Goods or services will be delivered or provided to the Customer other than against cash payment and all amounts owing by the Customer to Syn-Apps shall be immediately payable in cash.

4.1 Customer undertakes that, except as provided by Section 4.2 below or as authorized in writing by the Syn-Apps, it shall, always: 4.1.1 keep confidential all information which is disclosed to Customer by Syn-Apps (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such) (“Confidential Information”); 4.1.2 not disclose any Confidential Information to any other person; 4.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions; 4.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and 4.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 4.1.1 to 4.1.4 above

4.2 Customer may: 4.2.1 disclose any Confidential Information to: 4.2.1.1 any sub-contractor or supplier of Customer; 4.2.1.2 any governmental or other authority or regulatory body; or 4.2.1.3 any employee or officer of Customer or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law, and in each case subject to Customer first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 4.2.1.2 above or any employee or officer of any such body) obtaining and submitting to Syn-Apps a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 4, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and 4.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is public knowledge through no fault Customer, provided that in doing so Customer does not disclose any part of that Confidential Information which is not public knowledge.

4.3 The provisions of this Clause 4 shall continue in force in accordance with their terms, notwithstanding the termination of the relationship of the Parties for any reason.

Title to Goods passes from Syn-Apps to Customer (or if You are a Reseller, Your customer) upon delivery to Customer (or if You are a Reseller, Your customer). Notwithstanding the foregoing, title to and ownership of software and Software Information, Work Product (as defined below) and supporting documentation (whether in written or electronic form) and all copies thereof remain with the applicable licensor(s) of the same, regardless of the form or media in or on which they may exist, and Customer agrees to protect all of Syn-Apps’s ownership interests therein.

When Syn-Apps is not the licensor or manufacturer of a Product, the only warranties offered are those of the licensor/manufacturer, not Syn-Apps, and Customer is relying on the licensor’s/manufacturer’s descriptions and specifications only and not on any statements, specifications, photographs or other depictions representing the Product that may be provided by Syn-Apps. When Syn-Apps is the licensor or manufacturer of a Product, the only warranties offered are those contained herein, and Customer is not relying on any descriptions, statements, specifications, photographs or other depictions representing the Product.

6.1 “Work Product” means work product, materials and other deliverables to be provided or created (individually or jointly) in connection with Services and/or a Product, including, but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs and future upgrades, updates and fixes, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discoveries in the course of performance of any signed written or electronic agreement between the Parties that are embodied in such work or materials and all copies of the same, in all cases, regardless of the form or media in or on which they may exist.

6.2 Unless otherwise provided in a manually signed written or electronic license agreement between the Parties, Customer’s sole rights to software, Work Product and/or supporting documentation will be a non-transferable, non-exclusive license to Customer (or if You are a Reseller, Your customer) to use the same solely for Customer’s internal use (or if You are a Reseller, Your customer’s internal use). In addition, Customer (or if You are a Reseller, Your customer) may make reasonable copies of supporting documentation to support Customer’s users (or if You are a Reseller, Your customer’s users) provided, however, that Customer (or if You are a Reseller, Your customer) only makes exact copies of supporting documentation as originally provided by Syn-Apps and that Customer (or if You are a Reseller, Your customer) ensures that each copy contains all titles, trademarks, service marks and notices concerning copyright and restricted rights that exist in the original. Customer acknowledges that Syn-Apps may incorporate into Goods, software, Work Product and/or documents supporting either or both intellectual property created by third parties (“Third Party Intellectual Property”), and Customer agrees that its right to use Goods containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties.

6.3 Customer will not (i) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of any software or Work Product; (ii) rent, lease, encumber or use any software, Work Product and/or supporting documentation to provide services to others; (iii) train persons other than Customer’s users (or if You are a Reseller, Your customer’s users); (iv) modify, adapt, translate or create derivative works (new versions) of the software, (v) embed or combine the software into any other software product or devices except as authorized by Syn-Apps; and/or (vi) use all or any portion of any software, Work Product and/or supporting documentation or any copy thereof in any manner that is inconsistent with these Terms and Conditions and/or any applicable signed written or electronic license agreement between the Parties or use the same or any Product in violation of any applicable law or regulation. Customer acknowledges that software, Work Product and supporting documentation are purchased (or licensed, as the case may be) separately from any future upgrades, updates and fixes to them, and Customer is not entitled to any of the same or any software maintenance Services under a signed written or electronic license agreement between the Parties unless such license agreement explicitly states that any one or more of them are included.

6.4 All software, Work Product, and supporting documentation and its and their contents, including, but not limited to, source and object codes, logic and structure, and any and all copies of the foregoing, regardless of the form or media in or on which any of them may exist (all together, “Software Information”), form a part of Syn-Apps’s Confidential Information, constitute valuable trade secrets, are the intellectual property and confidential information of Syn-Apps and any other of their licensor(s) and are protected by United States copyright and intellectual property laws, international treaty provisions and applicable laws of the country in which such Confidential Information is being used.

7.1 Goods Limited Warranty. The Goods, software and documentation are provided by Syn-Apps “AS IS” without any warranties whatsoever, and You are not relying on any descriptions, statements, specifications, photographs or other depictions representing the Goods, software and/or supporting documentation.

EXCEPT FOR ANY WARRANTY PROVIDED BY SYN-APPS IN AN APPLICABLE SIGNED WRITTEN OR ELECTRONIC SOFTWARE LICENSE AGREEMENT BETWEEN THE PARTIES IN WHICH SYN-APPS IS THE DIRECT LICENSOR, SYN-APPS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SYN-APPS DOES NOT GUARANTEE THAT THE PRODUCTS AND/OR SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY THIRD-PARTY LICENSOR’S/MANUFACTURER’S WARRANTY. THIS DISCLAIMER SHALL APPLY EVEN IF THE EXPRESS WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. ANY WARRANTY THAT THE LAW DOES NOT RECOGNIZE AS BEING DISCLAIMED OR WAIVED IS LIMITED TO THE DURATION OF THIRTY (30) DAYS. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON HOW LONG SUCH A WARRANTY LASTS, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU IN WHOLE OR IN PART.

7.2 Services Limited Warranty. Syn-Apps warrants to Customer (or if You are a Reseller, Your customer) that the Services will be performed in a good and workmanlike manner by trained professionals and in accordance with generally accepted industry standards of care and competence. Customer’s sole and exclusive remedy (and if You are a Reseller, Your customer’s sole and exclusive remedy) and Syn-Apps’s entire liability with respect to this warranty will be to either (a) re-perform or cause to be re-performed, at no additional charge to the Customer (and if You are a Reseller, Your customer), the portion of the Services not in compliance with this warranty, or (b) refund amounts paid by Customer related to the portion of the Services not in compliance; provided, however, in each case of alleged noncompliance, Customer (or if You are a Reseller, You and/or Your customer) notifies Syn-Apps of the alleged noncompliance within five (5) business days of its occurrence. Syn-Apps shall have the exclusive option to invoke provisions (a) or (b) above, except that if Customer’s notification (or if You are a Reseller, Your notification or Your customer’s notification) includes a request to have Syn-Apps invoke (a) before (b) or if Customer’s notification (or if You are a Reseller, Your notification or Your customer’s notification) includes a request to have Syn-Apps invoke (b) without (a) because Syn-Apps’s noncompliance involves gross negligence or willful misconduct on the part of Syn-Apps, then Syn-Apps will honor such request.

EXCEPT AS SET FORTH HEREIN AND EXCEPT TO THE EXTENT WAIVED, AMENDED OR MODIFIED BY AN OFFICER OF SYN-APPS IN A MANUALLY SIGNED ELECTRONIC OR WRITTEN DOCUMENT THAT EXPRESSLY AMENDS SYN-APPS’S WARRANTY AND SUBJECT TO APPLICABLE LAW, SYN-APPS MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

7.3 No Variations. Customer acknowledges that no representative of Syn-Apps is authorized to make any representation or warranty on behalf of Syn-Apps that is not in these Terms and Conditions or in an electronic or written document that is manually signed by an officer of Syn-Apps and that expressly amends Syn-Apps’s warranty.

The Goods and any related technical data (collectively, “Controlled Technology”) may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. The Customer shall not, and shall not permit any third parties to, export, re-export or release, directly or indirectly any Controlled Technology to a jurisdiction or country to which the export, re-export or release of any Controlled Technology is prohibited by applicable federal law, regulation or rule. The Customer shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting or re-exporting any Controlled Technology.

9.1 SYN-APPS WILL NOT BY REASON OF ANY REPRESENTATION, IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW OR UNDER EXPRESS TERMS OF THESE TERMS AND CONDITIONS, BE LIABLE FOR ANY LOSS OF PROFIT OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS (WHETHER CAUSED BY SYN-APPS’S AFFILIATES, CONTRACTORS, OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THE SUPPLY OF THE GOODS AND SERVICES.

9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms and Conditions.

9.3 The Customer or Reseller shall indemnify Syn-Apps against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer or Reseller, its agents or employees.

9.4 Where the Customer or Reseller consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer or Reseller shall be joint and several obligations of such persons.

9.5 Syn-Apps shall not be liable to the Customer or Reseller or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of Syn-Apps’s obligations if the delay or failure was due to any cause beyond Syn-Apps’s commercially reasonable control.

9.6 Subject to the remaining provisions of this Clause 9: 9.6.1 Syn-Apps’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amounts paid to Syn-Apps by You; and

9.6.2 SYN-APPS SHALL NOT BE LIABLE TO THE CUSTOMER OR RESELLER FOR ANY PURE ECONOMIC LOSS, LOSS OF PROFIT, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR OTHERWISE, IN EACH CASE WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, OR ANY CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER (HOWSOEVER CAUSED) WHICH ARISE OUT OF OR IN CONNECTION WITH THE CONTRACT.

10.1 Entire Agreement. These Terms and Conditions contain the entire understanding of the Parties regarding the subject matter of these Terms and Conditions and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the Parties with respect to the subject matter of these Terms and Conditions.

10.2 Waiver. No waiver will be binding on a Party unless it is in writing and signed by the Party making the waiver. A Party’s waiver of a breach of a provision of these Terms and Conditions will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision.

10.3 Severability. The Parties agree that, if one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

10.4 Assignment. Syn-Apps may assign and/or subcontract all or any portion of its rights and/or obligations under these Terms and Conditions and/or under any other document in electronic or written form or assign the right to receive payments, without Customer’s consent. Customer may not assign or transfer these Terms and Conditions, any other document in electronic or written form or any of its rights or obligations herein or therein except to the extent permitted by an officer of Syn-Apps in a manually signed electronic or written document. Subject to such restriction on assignment, these Terms and Conditions and all other agreements between the Parties will be binding on and inure to the benefit of the Parties hereto and their successors and assigns.

10.5 Notices. Notices provided under these Terms and Conditions shall be given in writing and deemed received upon the earlier of actual receipt, five (5) days after mailing if mailed by certified mail, return receipt requested, or one (1) day after such notice is sent by overnight courier, provided, however, in each case, confirmation of delivery is obtained. Notices to Syn-Apps shall be sent to: Syn-Apps, L.L.C., 1022 SW Salmon Street, Suite 470, Portland, Oregon 97205, legal@syn-apps.com. Notices to Customer (or if You are a Reseller, You and/or Your customer) shall be sent using contact information located on Customer’s purchase order (or if You are a Reseller, Your and/or Your customer’s purchase order), any other communication from Customer (or if You are a Reseller, You and/or Your customer) or as Customer (or if You are a Reseller, You and/or Your customer) may notify Syn-Apps. Each Party consents to receiving electronic documents, which may be provided via a web browser or an email application connected to the Internet, provided, however, that each Party may withdraw consent to receiving electronic documents or have documents provided in non-electronic form by notifying the other Party and requesting the same. Each Party consents to using English for all oral, written and electronic communications. Copies of signatures sent via electronic means are the equivalent of written and signed documents.

10.6 Governing Law. These Terms and Conditions are governed by the laws of the State of Oregon, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing these Terms and Conditions.

10.7 Venue. Any action, suit, or proceeding arising out of the subject matter of these Terms and Conditions will be litigated in courts located in Multnomah County, Oregon. Each Party consents and submits to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon.

10.8 Termination. In the event of any termination by You of a binding bid, quote or statement of work, You shall pay Syn-Apps any termination fee set forth therein in addition to all amounts incurred up to and including the termination date.

10.9 No Agency Relationship. These Terms and Conditions do not create an agency relationship between the Parties and does not establish a joint venture or partnership between the Parties. Neither Party has the authority to bind the other Party or represent to any person that the Party is an agent of the other Party.

10.10 Contingencies. No Party will be responsible for failure to perform the Party’s obligations under these Terms and Conditions due to contingencies beyond the Party’s reasonable control, including but not limited to earthquakes, floods, tornadoes, and other acts of Nature, fires, epidemics, wars, riots, revolutions, acts of civil or military authorities, sabotage, or nuclear incidents. If any obligation of a Party will be delayed by a contingency, the Party will promptly notify the other Parties. Each Party will use commercially reasonable efforts to remove the contingency as soon as practicable.

10.11 Binding Effect. These Terms and Conditions will be binding on the Parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.

10.12 Further Assurances. The Parties will sign other documents and take other actions reasonably necessary to further effect and evidence these Terms and Conditions.

10.13 Survival. All provisions of these Terms and Conditions that would reasonably be expected to survive the termination of these Terms and Conditions will do so.

10.14 UCITA. The provisions of the Uniform Computer Information Transactions Act (“UCITA”) shall not apply.