Terms & Conditions

 

Synergetic Management Systems Terms of Use Agreement

October 30 2014

 

Synergetic Management Systems (“Synergetic” or “we”) is a business name of Computing Directions Australia Pty Ltd ABN 12 052 442 896. Synergetic operates www.synergetic.net.au, synergetic.net.au and primarytime.com.au. The services offered by Synergetic include any Synergetic-branded URL (the “Synergetic Website”), Synergetic messaging services (including, without limitation, instant messaging, private messaging, and email services), ‘Primary Time’ TM, and any other features, content, or applications offered from time to time by Synergetic in connection with Synergetic’s business (collectively, the “Synergetic Services”). The Synergetic Services are hosted in Australia.

This Terms of Use Agreement, as may be modified from time to time, (“Agreement”) constitutes legally binding terms and applies to your use of the Synergetic Services. By accessing and/or using the Synergetic Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Synergetic Services, including, without limitation, through a mobile or other wireless device, or otherwise use the Synergetic Services without being registered) or you are a “Member” (which means that you have registered with Synergetic). The term “User” refers to a Visitor or a Member. You are authorized to use the Synergetic Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations (“Applicable Law”) and the terms of this Agreement. In addition, in consideration for becoming a Member and/or making use of the Synergetic Services, you must indicate your acceptance of this Agreement during the registration process.

Synergetic reserves the right to modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting on the Synergetic Services. All material modifications will apply prospectively only. Your continued use of the Synergetic Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the Synergetic Services immediately. You may receive a copy of this Agreement by contacting us by email or online.

 

1. Eligibility

Use of the Synergetic Services and registration to be a Member for the Synergetic Services (“Membership”) is void where prohibited. By using the Synergetic Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Synergetic Services does not violate any Applicable Law. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you do not meet these eligibility requirements.

 

2. Term

This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the SynergeticServices or are a Member. You may terminate your Membership at any time, for any reason, by contacting us by email or online.Synergetic may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Furthermore, Synergetic reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including, without limitation, private messages, emails and instant messages (collectively, “messages”)) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Synergetic Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Synergetic expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Synergetic Services if Synergetic determines, in its sole discretion, that you have violated this Agreement or pose a threat to Synergetic, its employees, business partners, Users and/or the public. Even after Membership is terminated, this Agreement will remain in effect, including, without limitation, Sections 5-18.

 

3. Fees

You acknowledge that Synergetic reserves the right to charge for any portion of the Synergetic Services and to change its fees (if any) from time to time in its discretion. If we choose to charge for any existing portion of the Synergetic Services, users will be given the option to cancel their membership with no retrospective fees payable. If Synergetic terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

 

4. Password

When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, email address or password of another Member at any time or to disclose your password to any third party. You agree to notify Synergetic immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

 

5. Use by Members

The Synergetic Services are for the personal use of Members and may only be used for direct commercial purposes if they are specifically endorsed or authorized by Synergetic. Synergetic reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Synergetic Services, including, without limitation, collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Synergetic Services, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized data collection or solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. Synergetic reserves the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Synergetic Services.

 

6. Proprietary Rights in Content on Synergetic
6.1

Synergetic does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, “Content”) that you transmit, submit, display or publish (“post”) on, through or in connection with the Synergetic Services. After posting your Content on, through or in connection with the Synergetic Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By posting any Content on, through or in connection with the Synergetic Services, you hereby grant to Synergetic a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on, through or in connection with the Synergetic Services, including, without limitation, through the Synergetic Services to applications, widgets, websites or mobile, desktop or other services which are linked with your Synergetic account (collectively, “Linked Services”), including, without limitation,distributing part or all of the Synergetic Services and any Content included therein, in any media formats and through any media channels, except that Content marked “private” will not be distributed by Synergetic outside the SynergeticServices and Linked Services. This limited license does not grant Synergetic the right to sell or otherwise distribute your Content outside of the Synergetic Services or Linked Services. After you remove your Content from theSynergetic Services we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after we have distributed your Content outside of the Synergetic Services, you change the Content’s privacy setting to “private,” we will cease distribution of such “private” Content outside of the SynergeticServices as soon as practicable after you make the change. Notwithstanding the foregoing, you understand and agree that once Content is distributed to a Linked Service or incorporated into other aspects of the Synergetic Services,Synergetic is under no obligation to delete or ask other Users or a Linked Service to delete that Content, and therefore it may continue to appear and be used indefinitely.

6.2

The license you grant to Synergetic is non-exclusive (meaning you are free to license your Content to anyone else in addition to Synergetic), fully-paid and royalty-free (meaning that Synergetic is not required to pay you or anyone else deriving rights from you for the use on the Synergetic Services of the Content that you post), sublicensable (so thatSynergetic is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Synergetic Services), and worldwide (because the Internet and the SynergeticServices are global in reach).

6.3

You represent and warrant that: (i) you own the Content posted by you on, through or in connection with the SynergeticServices, or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on, through or in connection with the Synergetic Services and/or Linked Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any Content posted by you on or through the Synergetic Services and/or Linked Services.

6.4

The Synergetic Services contain Content of Synergetic (“Synergetic Content”). Synergetic Content is protected by copyright, trademark, patent, trade secret and other laws, and Synergetic owns and retains all rights in the SynergeticContent and the Synergetic Services. Synergetic hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Synergetic Content (excluding any software code) solely for your personal use in connection with viewing the Synergetic Website and using the Synergetic Services.

6.5

The Synergetic Services contain Content of Users and other Synergetic licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Content appearing on or through the Synergetic Services.

6.6

Synergetic performs technical functions necessary to offer the Synergetic Services, including, but not limited to, the technical processing and transmission of email communications to perform the email service, and transcoding and/or reformatting Content to allow its use throughout the Synergetic Services. In addition, you agree and acknowledge thatSynergetic may send messages including, but not limited to, notifications, special offers, promotions, commercial advertisements, and marketing materials, in connection with the Synergetic Services.

6.7

Synergetic reserves the right to limit the storage capacity of Content that you post on, through or in connection with theSynergetic Services.

 

7. Content Posted

Please choose carefully the information that you post on, through or in connection with the Synergetic Services and that you provide to other Users. Your Synergetic profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other Synergetic Members (for instance, in their profiles) or Linked Services may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Synergeticassumes no responsibility or liability for this material. If you become aware of misuse of the Synergetic Services by any person or Linked Service, please click on the “Contact Us” link in the toolbar of the Synergetic Website pages.

7.1

Synergetic may reject, refuse to post or delete any Content for any or no reason, including, but not limited to, Content that in the sole judgment of Synergetic violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Synergetic assumes no responsibility for monitoring the Synergetic Services for inappropriate Content or conduct. If at any time Synergetic chooses, in its sole discretion, to monitor the Synergetic Services, Synergetic nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

7.2

You are solely responsible for the Content that you post on, through or in connection with any of the Synergetic Services, and any material or information that you transmit to other Members and for your interactions with other Users.

 

8. Content/Activity Prohibited

The following are examples of the kind of Content that is illegal or prohibited to post on, through or in connection with the Synergetic Services. Synergetic reserves the right to investigate and take appropriate legal action against anyone who, in Synergetic’s sole discretion, violates this provision, including, without limitation, removing the offending Content from the Synergetic Services, terminating the Membership of such violators and/or reporting such Content or activities to law enforcement authorities. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Synergetic:

8.1

Is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;

8.2

Harasses or advocates harassment of another person;

8.3

Exploits people in a sexual or violent manner;

8.4

Contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

8.5

Solicits or is designed to solicit personal information from anyone under 18;

8.6

Publicly posts information that poses or creates a privacy or security risk to any person;

8.7

Constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

8.8

Constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

8.9

Involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;

8.10

Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

8.11

Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

8.12

Solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users;

8.13

Involves commercial activities and/or sales without prior written consent from Synergetic such as contests, sweepstakes, barter, advertising, or pyramid schemes;

8.14

Includes a photograph or video of another person that you have posted without that person’s consent;

8.15

Violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person;

8.16

Impersonating or attempting to impersonate Synergetic or a Synergetic employee, administrator or moderator, another Member, or person or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing);

8.17

Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

8.18

Using or distributing any information obtained from the Synergetic Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

8.19

Relaying email from a third party’s mail servers without the permission of that third party;

8.20

Using invalid or forged headers to disguise the origin of any Content transmitted to or through Synergetic’s computer systems, or otherwise misrepresenting yourself or the source of any message or Content;

8.21

Using any automated system, including, but not limited to, scripts or bots in order to harvest email addresses or other data from the Synergetic Website for the purposes of sending unsolicited or unauthorized material;

8.22

Engaging in, either directly or indirectly, or encouraging others to engage in, click-throughs generated through any manner that could be reasonably interpreted as coercive, incentivised, misleading, malicious, or otherwise fraudulent; or

8.23

Using the Synergetic Services in a manner inconsistent with any and all Applicable Law.

 

9. Protecting Copyrights and Other Intellectual Property

Synergetic respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Synergetic’s policy to terminate, in appropriate circumstances, the membership of repeat infringers.

If you believe your work has been copied and posted on or through the Synergetic Services in a way that constitutes copyright infringement, please send Synergetic’s Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Synergetic Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Synergetic’s Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, Synergetic Management Systems, Building 4, 303-313 Burwood Hwy, Burwood East VIC 3151 AUSTRALIA; Facsimile: +61 3 9803 8844; Phone: +61 3 9803 8000; Attn: Copyright Agent. Synergetic provides certain tools and technologies to help facilitate copyright owners’ control over their copyrighted works. In order to inquire about the availability of these tools and technologies, please contact Synergetic’s Copyright Agent at the address listed.

 

10. Member Disputes

You are solely responsible for your interactions with other Synergetic Users, third party developers or any other parties with whom you interact through the Synergetic Services and/or Linked Services. Synergetic reserves the right, but has no obligation, to become involved in any way with these disputes.

 

11. Privacy

Use of the Synergetic Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

 

12. Disclaimers

Synergetic is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted through or in connection with the Synergetic Services or Linked Services, by Users of theSynergetic Services or Linked Services, and such User Content does not necessarily reflect the opinions or policies of Synergetic. In addition, Synergetic is not responsible for any damage, injury or loss caused by Users of the Synergetic Services or by any of the equipment or programming associated with or utilized in the Synergetic Services or Linked Services. Profiles and Linked Services created and posted by Members on, though or in connection with the Synergetic Services may contain links to other websites or services. Synergetic is not responsible for the Content, accuracy or opinions expressed on such websites and services, and such websites and services are not necessarily investigated, monitored or checked for accuracy or completeness by Synergetic. Inclusion of any linked website or service on the Synergetic Services does not imply approval or endorsement of the linked website or service by Synergetic. When you access these third party sites and services, you do so at your own risk. Synergetic takes no responsibility for third party advertisements or Linked Services that are posted on, through or in connection with the Synergetic Services or Linked Services, nor does it take any responsibility for the goods or services provided by these third parties. Synergetic is not responsible for the conduct, whether online or offline, of any User of the Synergetic Services or Linked Services. Synergetic assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Synergetic is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of theSynergetic Services or Linked Services or combination thereof, including, without limitation, any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Synergetic Services or Linked Services. Under no circumstances shall Synergetic be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of the Synergetic Services or Linked Services, attendance at a Synergetic event, from any User Content posted on or through the Synergetic Services or Linked Services, or from the conduct of any Users of theSynergetic Services, whether online or offline. The Synergetic Services and Linked Services are provided “AS-IS” and as available and Synergetic expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Synergetic cannot guarantee and does not promise any specific results from use of the Synergetic Services or Linked Services.

 

13. Limitation on Liability

IN NO EVENT SHALL SYNERGETIC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SYNERGETIC SERVICES OR LINKED SERVICES, EVEN IF SYNERGETIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SYNERGETIC’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SYNERGETIC FOR THE SYNERGETIC SERVICES DURING THE TERM OF MEMBERSHIP.

 

14. Disputes

The Agreement shall be governed by, and construed in accordance with, the laws of Victoria, Australia, without regard to its conflict of law provisions. You and Synergetic agree to submit to the exclusive jurisdiction of the courts located within Victoria, Australia to resolve any dispute arising out of the Agreement or the Synergetic Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

 

15. Indemnity

You agree to indemnify and hold Synergetic, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Synergetic Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or any Content that you post on, through or in connection with the Synergetic Services.

 

16. Other

This Agreement is accepted upon your use of the Synergetic Website or any of the Synergetic Services and is further affirmed by you becoming a Member. Your agreement with Synergetic will always include this Agreement at a minimum. Your access and use of certain Synergetic Services will require you to accept additional terms and conditions applicable to such certain SynergeticServices, in addition to this Agreement, and may require you to download Software or Content. The failure of Synergetic to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Synergetic is a trademark of Computing Directions Australia Pty Ltd. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

 

 

To contact us regarding any questions about this Agreement, please use the Contact Us form on our website.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.