Terms and Conditions
By accepting the Terms and Conditions outlined below, Syntrio, Inc. located at 500 Lake Cook Road, Suite 350, Deerfield, IL 60015 (“Syntrio”) and the purchasing company (“Customer”) enter into this Agreement (“Agreement”) between the parties concerning Customer’s use of the products purchased.
- Training Course Licenses (“Training”). The Training will include, without limitation, the following:
- Syntrio shall provide course licenses of the training purchased, equal in quantity to the number purchased, to Customer within five (5) business days.
- Syntrio shall provide Customer with access to course licenses through an online Learning Management System (“LMS”) that can be utilized by all employees or third parties (“Learners”).
- Learners can access course licenses purchased from Syntrio on LMS on a twenty-four hour per day, seven days a week, 365 days per year basis.
- Syntrio will maintain adequate capacity on its network during the term of this Agreement to meet Customer’s usage requirements.
- Web Reporting Hotline Services (“Services”). The Services shall include, without limitation, the following:
- Lighthouse Services (“Lighthouse”), a division of Syntrio, Inc., shall provide the Services to Customer on a twenty-four hour per day, seven days a week, 365 days per year basis.
- Lighthouse shall provide Customer with an online website that can be utilized by all employees or third parties.
- All contact reports will be assigned a unique File ID and shall be retained by Lighthouse so long as the Customer remains a client of Syntrio.
- Lighthouse will provide Customer a copy in English by email of the information provided by the reporter and will make its best effort not to jeopardize the anonymity of the reporter if they elected to remain anonymous. Customer is charged a $75.00 fee for reports in languages other than English or Spanish.
- Lighthouse will maintain network security as reasonably necessary to protect the anonymity of the reporter.
- Lighthouse will maintain adequate capacity on its network during the term of this Agreement to meet Customer’s usage requirements.
- Post-purchase Customer will provide to Lighthouse a list of all recipients designated to receive the contact reports, which may be revised from time to time by Customer.
- Upon order completion, the Customer agrees to pay Syntrio for Training and/or Services ordered for a period of one (1) year (“Initial Term”), commencing date of purchase, and paid in one (1) annual fee or 12 monthly, auto-renewing payments, for those products where monthly payments are available.
- Upon receipt of payment, Syntrio agrees to provide Customer with Training and/or Services for a period of one (1) year (“Initial Term”), commencing date of purchase.
- For those Training and/or Services purchased with Auto-Renewal Pricing, after the Initial Term, this Agreement shall renew automatically for consecutive one year terms unless written notice of cancellation is received by either party at least 30 days before the expiration date.
- Written notice of cancellation must be sent by either party. Cancellation requests can be sent to store@syntrio.com. Upon receipt of notice of cancellation, access to Training and/or Services will be terminated within two (2) business days.
- No refund will be issued for unused Training and/or Services if cancelled prior to completion of one year term.
- Syntrio retains title to all portions of the Product and Documentation and any copies thereof.
- Syntrio warrants and represents that it is the exclusive owner of all intellectual property in the Products and Documentation and that it has good and marketable title to the Products and Documentation free and clear of liens, claims and encumbrances whatsoever
- Customer agrees not to disclose any Confidential Information to any non-affiliated third parties without the prior written consent from Syntrio.
- Syntrio agrees not to disclose any Confidential Information to any third parties (including any affiliated entities) without the prior written consent from Customer.
- “Confidential Information” means (i) any information in written or tangible form which is marked “Confidential” or “Proprietary” or containing a legend to similar effect; and (ii) any information disclosed verbally, if such information was designated confidential or proprietary at the time of disclosure and if the Disclosing Party designates such disclosure as confidential in writing within 30 days of disclosure.
- Without granting any right or license, the non-disclosure obligations shall not apply with respect to any information that the receiving party can document (a) is or becomes (through no improper action or inaction by the receiving party or any affiliate, agent, consultant or employee) generally available to the public; or (b) was in its possession or known by it without any limitation on use or disclosure prior to receipt from the disclosing party; or (c) was rightfully disclosed to it by a third party without restriction; or (d) was disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party; or (e) is independently developed by the Receiving Party without resort to Disclosing Party’s disclosure.
- Customer may not assign this Agreement (by operation of law or otherwise) or sublicense the Product and Documentation without the prior written consent of Syntrio; provided, however, that consent shall not be required with respect to any assignment, delegation or transfer by Customer (a) to a corporation controlling, controlled by or under common control with Customer, (b) in connection with a merger, consolidation or combination, or (c) in connection with a sale of all or substantially all of the assets of Customer. Any prohibited assignment or sublicense will be null and void.
- Neither party to the Agreement assumes liability except as expressly provided in this Agreement and in no event will either party be liable for special, indirect, incidental or consequential damages, arising in contract or in tort, under any warranty or otherwise.
- After the expiration of this Agreement, Customer agrees to make commercially reasonable efforts to inform its employees to cease submitting reports to Lighthouse. Services are based on normal commercial use and are subject to Lighthouse’s Reasonable Use Policy available at http://www.lighthouse-services.com/documents/reasonable_use_policy.pdf.
- If Customer receives in excess of five (5) reports to the hotline during a one (1) year period, they will be charged $50 for each additional report in compliance with the Reasonable Use Policy.
- Governing Law, Exclusive Jurisdiction
- The parties agree that this Agreement shall be interpreted in accordance with the Federal law, as appropriate. The parties hereby consent to the personal and subject matter jurisdiction of the state and federal courts of the Commonwealth of Pennsylvania, Montgomery County, Pennsylvania, for all disputes arising from or related to this Agreement. The parties hereby consent to service of original process by internationally recognized overnight courier service.
- This Agreement is subject to modification only by a writing signed by both parties.
- Neither party will have the right to claim damages or to terminate this Agreement as a result of the other party’s failure or delay in performance (other than payment of money) due to circumstances beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, components, raw materials or supplies, war, riot, insurrection, epidemic, acts of God, or governmental action not the fault of the nonperforming party.
- All notices required or permitted under this Agreement must be in writing. They will be deemed given when (a) delivered personally; (b) sent by confirmed facsimile or electronic mail (email) transmission; (c) delivered by commercial overnight courier with written verification of receipt; or (d) delivered by registered or certified mail, return receipt requested, postage prepaid with verification of delivery. All notices must be sent to the receiving party’s initial address on the first page of this Agreement or to such other address that the receiving party may have provided for purpose of notice as provided in this subsection.
- The benefits and burdens of this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.
- Syntrio agrees that it is prohibited from disclosing or using any information obtained in connection with its performance under this Agreement (including without limitation any “nonpublic personal information” as defined in Section 573.3 of Title 12 of the Code of Federal Regulations) for any purpose other than to carry out the purposes of providing hotline reporting services to Customer. Syntrio further agrees to comply with any and all applicable Federal, State, and local laws and regulations concerning privacy of information. In the event either party is required by applicable law, rule, regulation, or court order to disclose any of the other party’s confidential information, the disclosing party will promptly notify the other party in writing so that the party can seek a protective order or other appropriate remedy prior to making any such disclosure.
- Each party shall indemnify and hold the other party, its successors, assigns, officers, directors, agents, partners, representatives, Affiliates and employees harmless from and against any and all liabilities, losses, damages, costs, expenses, actions, claims, and demands whatsoever, including reasonable attorneys’ fees, arising from any negligent or willful misconduct by itself, its employees, representatives or agents in connection with this Agreement. Notwithstanding anything to the contrary in this Agreement, in providing specific contact reports to Customer, Syntrio does not assume any liability as a result of Customer’s use or misuse of the information contained in such contact reports and Customer shall indemnify Syntrio for any costs, including reasonable attorneys’ fees, associated with or in connection thereof with any and all actions, demands, or claims, whatsoever, against Customer in connection thereof. If Syntrio is compelled to reveal the identity of any reporter as a result of any action of Customer, or on behalf of Customer, which includes but is not limited to a police warrant, court subpoena, or any other governmental intervention, then Syntrio shall be indemnified by Customer for any costs incurred.
- Neither Syntrio, its employees, agents, successor, and/or assigns make any warranties, express or implied, or assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information received by Syntrio through provision of the Training and/or Services and forwarded to Customer.
- The parties to this Agreement are independent parties. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. Neither party shall have, and shall not represent that it has, any power, right or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party or in the other party’s name, except as herein expressly permitted.
- This Agreement may be executed via electronic mail (email) and in one or more counterparts, each of which will be deemed to be original, but all of which together will constitute one and the same instrument.
- This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and therefore supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter contained in this Agreement.