Terms and Conditions

These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with www.syntaxiq.com (the “Service”) operated by SYNTAX IQ(“us”, “we”, or “our”).

Please read these Terms and Conditions carefully before using the SYNTAX IQ website (the “Service”).

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.

If you breach, violate, fail to follow or act inconsistently with any part of the agreement, we may terminate, discontinue, suspend, and/or restrict your account/profile, your ability to access, visit, and/or use the Service or any portion thereof, and/or the Agreement, including without limitation any of our purported obligations hereunder, with or without notice, in addition to our remedies. In addition, we may curtail, restrict, or refuse to provide you with any future access, visitation and/or use of the services or any other product(s) or service(s) we provide. We reserve the rights in addition to our other remedies, to take any technical, legal, and/or other action(s) that we deem necessary and/or appropriate with or without notice, to prevent violations and enforce the agreement and remediate any purported violations. You acknowledge and agree that we have the right hereunder to an injunction without posting a bond to stop or prevent a breach or violation of your obligations under the Agreement.

In the event of any conflict or inconsistency between the terms and conditions of this User Agreement, and any other terms and/or conditions applicable to the Service, we shall determine which rules, restrictions, limitation, terms and/or conditions shall control and prevail in our sole discretion, and you specifically waive any right to challenge or dispute such determination.

Definitions

“You” and “your” refer to you, as a user of the Service. A “user” is someone who accesses, browses or in any way uses the Service. “We,” “us,” and “our” refer to SYNTAX IQ

“Content” means text, information, images, photos, graphics, audio, video, location data, and all other forms of data or communication.

“User Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, messages, and information that you publicly display or displayed in your account profile.

"User Content" means Content that users submit or transmit to, through, or in connection with the Service.

"Third Party Content" means Content that originates from parties other than SYNTAX IQ or its users, which is made available in connection with the Service.

“Account” means the personalized section of the Website, closed for public access, which is created after the User’s registration. Account is personalized by Your Account name and password.

“Services” means Services provided by SYNTAX IQ in connection with the website and Application, including services of data upload, download, hosting and syncing through SYNTAX IQ’s servers or third-party data hosting services selected by SYNTAX IQ.

“Website” means the SYNTAX IQ site through which SYNTAX IQ provides Services.

Using The Service

As long as you are complying with all of the terms and conditions of this Agreement, the Company grants you permission to use the Service subject to the restrictions on these

terms. Your use of the Service is at your own risk, including the risk that you

might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

Our Consent

By continuing to use this website, you acknowledge that you have read and understood the terms and conditions contained in this Terms of Use. You further acknowledge that you are using this website for your own sole purpose and not for the benefit of a competitor.

Accessing The Website And Account Security

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and any resources downloaded from the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You may not impersonate someone else, create, claim or use an account for anyone than yourself, provide an email address other than your own, or create multiple accounts. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service. WE SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM YOUR FAILURE TO MAINTAIN ACCURATE, COMPLETE OR UP-TO-DATE REGISTRATION INFORMATION, INCLUDING WITHOUT LIMITATION OF YOUR FAILURE TO RECEIVE CRITICAL INFORMATION. WE SHALL NOT BE RESPONSIBLE FOR VERIFYING YOUR REGISTRATION INFORMATION.

You will be solely responsible for maintaining the confidentiality of your Registration Information. You may not authorize or permit anyone else to access and/or use your Registration information, or access, visit and/or use the service by use of your account/profile and/or Registration Information.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. Any attempt to do so will be null and void and shall be considered a material breach of the Agreement.

If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with SYNTAX IQ. Please read our Privacy Policy for more information.

You are solely responsible for all access or visitations to, usage of, or activity on, your account/profile including, but not limited to, use of the account/profile by any person who uses your Registration Information, with or without authorization, or who has access to any device on which your account/profile resides or is accessible. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

By creating an account, you agree to receive certain communications in connection with the Service. You can later opt-out of non-essential communications.

Our services

SYNTAX IQ is a text generation service that stores images and keywords users send to improve the overall service. We operate our services through our console and Application Programming Interface (API). We give users the ability to generate API keys free of charge. We strongly recommend that our Clients review all policies, which can be found on Syntax IQ, including Terms and Conditions. By understanding how our Company works, Clients can easily utilize our services and avoid misunderstandings. Once the Client has fully understood our policies and rules, then he/she is welcome to use our services. The Services are provided according to the provisions of these Terms and Conditions and the specific commercial provisions and policies (including Privacy Policy, etc.) as detailed on the Website, and these provisions and policies may be amended or changed from time to time. SYNTAX IQ gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the service as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided SYNTAX IQ, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

Ownership

The Services and all rights therein are and shall remain our property. Neither these Terms nor your use of the Services convey or grant to you any rights in or related to the Services, except for the limited license granted above, or to use or reference in any manner our company names, logos, product and service names, trademarks or services marks. All content appearing on the SYNTAX IQ platform is our property or the property of our partners and is protected by international copyright laws. Certain names, graphics, and logos are trademarks, service marks, or trade dress (together, “Marks”) of SYNTAX IQ Our Marks may not be used for any purpose except pursuant to our Trademark Usage Policy. All other Marks are the property of their respective owners and may not be used without their prior written consent.  You agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Site without the express permission of SYNTAX IQ.

Feedback On The Websites

The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to SYNTAX IQ and share such Feedback with other users, or the public. By submitting Feedback through the Websites, you grant SYNTAX IQ a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other SYNTAX IQ marketing materials and where required to do so by law or in good faith to comply with legal process.).

User Content and Feedback Representations

You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that SYNTAX IQ does not control, and is not responsible for, User Content or Feedback and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless SYNTAX IQ for all claims resulting from User Content or Feedback you submit through the Service and/or Websites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.

Monitoring

SYNTAX IQ does not monitor or screen your content nor does it claim any interest or ownership in such content. However, SYNTAX IQ reserves the right to suspend, block or remove any user content from the Services at any time, for any reason (including, but not limited to, receipt of third-party claims or allegations relating to such content or breach of this agreement or any other agreement with SYNTAX IQ by You or Authorized Users).

Premium Features

SYNTAX IQ may offer certain Users the ability to purchase Premium Features through the Service. The categories and prices of our Premium Features are described in the application below and are subject to change from time to time.

Subscription Services: The Premium Features may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize SYNTAX IQ to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Subscription Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information).

If you pay by credit or debit card, we may obtain a pre-approval from the issuer of the card for an amount, which may be as high as the full price of your payment to Syntax IQ. We will bill your Payment Method at the time you add credits to your Syntax IQ account. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you. You acknowledge and agree that any credit card and related billing and payment information that you provide during your purchase of Premium Content may be shared with Syntax IQ payment processor(s) for the sole purpose of processing the transaction.

Availability, Errors, and Inaccuracies

We are constantly updating our offerings of services on the console. The products or services available on our console may be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the console and in our advertising on other web sites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Archiving & Security 

You are responsible for archiving and data back-up for your own purposes. You are responsible for the security and encryption of any confidential or sensitive content or data.

Third Party Content

Some third-party content may be made available as a free download or as part of a free update for non-commercial use under Creative Commons or open-source license terms, and this type of content is not part of our chargeable Services. We do not charge any fee for the use of such third-party content, even though You may pay separately for other services or content from us.

Other third-party content may be part of a paid download or upgrade, or made available as part of our chargeable Services.

In both cases (chargeable and non-commercial content) this third-party content remains the property of the third-party owners or licensors, and we do not claim to own this third-party content. If any license terms apply to the third-party content, we will make those license terms (or appropriate links or references) available to You. You agree to abide by any applicable license terms. This website contains links to websites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of the website. The Company is not responsible for third party content provided on or through this website or for any changes or updates to such third party websites, and you bear all risks associated with the access to, and use of, such websites and third-party content, products, and services.

Social Media And Third Party Authentication Services

Company may, now or in the future, incorporate certain functions that allow you to interact with the Service through your accounts on certain supported third-party social networks or network storage sites, such as with “Like” and “Share” buttons, features allowing you to register on Syntax IQ through social networks or otherwise grant access to a third-party social networking service, such as through Facebook Connect or Google, or other similar features (collectively “Linked Accounts”). If you choose to use such features, you grant the Company permission to access and use your Linked Account for the purpose of processing your requests. Additionally, if you decide to use a Linked Account to register for a Syntax IQ account through an authentication service (such as Google Accounts, Microsoft Accounts, Facebook Connect, or Clever) (“Authentication Service”) you give Syntax IQ the permission to store and use certain information already associated with your Authentication Service consistent with our Privacy Policy.

Advertising

Syntax IQ and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertisement are subject to change without specific notice to you.

Communications

The Syntax IQ Application may use GPS locator capabilities to identify your current location. If you provide a mobile phone number, you hereby expressly consent to receive SMS text messages from Syntax IQ regarding the Services and as otherwise described in our privacy policy. The communication standards for the Services include but are not limited to  SMS, GPS, and web-based browser technology. In order to use the SMS-based Services, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access the Services.

Technical Requirements

Use of the Services requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the Services, including from any notifications provided by the Services. Syntax IQ does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers.

Modifications to Services

Syntax IQ reserves the right, in its sole discretion, to modify the Services from time to time and without notice, including, without limitation, by removing, adding, or modifying portions of the Syntax IQ service. SYNTAX IQ shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following any such changes shall indicate your acknowledgment of such changes and satisfaction with all the Services.

Intellectual Property Rights and Grant of Rights to User

The features, information, and materials provided and depicted through the Services are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Services (collectively, the “SYNTAX IQ’s Content”) are provided to User by SYNTAX IQ solely to support User’s permitted use of the Services. The SYNTAX IQ Content may be modified from time to time by SYNTAX IQ in its sole discretion. Except as expressly set forth herein, no license is granted to User for any other purpose, and any other use of the Services or the SYNTAX IQ Content by User shall constitute a material breach of this Agreement.

SYNTAX IQ retains all rights in the Services and SYNTAX IQ Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights. No license, right, or interest in any trademarks of SYNTAX IQ  or any third party is granted under this Agreement.

License

Subject to your compliance with the terms and conditions of these Terms, SYNTAX IQ authorizes you to download, view and print any SYNTAX IQ Content, solely for your personal and non-commercial purposes, and to access and use the Site and Services, including to download, view and print any Member Content solely for your personal and non-commercial purposes, and subject to the restrictions set forth in these Terms. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Collective Content, or any related information to which you may have access; except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by SYNTAX IQ or its licensors, except for the licenses and rights expressly granted in these Terms.

USER RESTRICTIONS

The Services and SYNTAX IQ Content are offered solely for User’s personal use for the purposes described in this Agreement. Any and all other uses are prohibited. SYNTAX IQ expressly reserves all its rights and remedies under applicable state and federal laws. SYNTAX IQ reserves the right, in its sole discretion, to refuse service, terminate Accounts, remove or edit content, cancel orders, or deny access to the Services. You agree not to (and not to allow any third party to): (1) use any robot, spider, scraper, or other automatic or manual device, process, or means to access the Services or copy any SYNTAX IQ Content, except as expressly authorized by SYNTAX IQ; (2) take any action that imposes or may impose (in SYNTAX IQ’s sole determination) an unreasonable or a disproportionately large load on the Services or SYNTAX IQ’s' infrastructure; (3) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services; (4) rent, lease, copy, provide access to or sublicense any portion of the Services or SYNTAX IQ Content to a third party; (5) use any portion of the Services or SYNTAX IQ Content to provide, or incorporate any portion of the Services or SYNTAX IQ Content into, any product or service provided to a third party; (6) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to SYNTAX IQ ); (7) modify any Services or SYNTAX IQ or create any derivative product from any of the foregoing; (8) remove or obscure any proprietary or other notices contained in the Services or SYNTAX IQ; (9) use the Services or SYNTAX IQ Content for any illegal purpose; or (10) publicly disseminate information regarding the performance of the Services or SYNTAX IQ or access or use the Services or SYNTAX IQ for competitive analysis or benchmarking purposes.

Termination

SYNTAX IQ reserves the right, at its sole discretion, to discontinue or terminate the Site and Services and to terminate these Terms, at any time and without prior notice. If you breach any of these Terms, SYNTAX IQ will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. SYNTAX IQ reserves the right to revoke your access to and use of the Site, Services, and Collective Content at any time, with or without cause. You may cancel your Account at any time by sending an email to (EMAIL).

You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. SYNTAX IQ reserves the right (but has no obligation) to monitor, remove, or edit User Content in SYNTAX IQ sole discretion, including if User Content violates this Agreement (including any SYNTAX IQ Policies), but you acknowledge that SYNTAX IQ  may not regularly review submitted User Content. If you do submit User Content, and unless we indicate otherwise, you grant SYNTAX IQ a nonexclusive, perpetual, royalty-free, irrevocable, and fully sub-licensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media. SYNTAX IQ takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party.

By You: You may shut down your account and cease use of the Services at any time. We require reasonable written notice from You, to implement our standard security and data-handling policies. You are responsible for backing-up, saving, downloading or deleting any of your content and Personal Information, as You wish, prior to the termination of your account. After termination, we reserve the right to delete any content or Personal Information remaining on our servers.

You agree that SYNTAX IQ shall not be liable to you for any termination of this Agreement or for any effects of any termination of this Agreement. You are always free to discontinue your use of the Services at any time. You understand that any termination of your Account may involve deletion of any content stored in your Account for which SYNTAX IQ will have no liability whatsoever.

Warranty Disclaimer And Limitation Liability

We provide our Service using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

Disclaimer Of Warranties: THE SERVICE (AND ANY ASSOCIATED PRODUCTS, PREMIUM FEATURES, CONTENT, THIRD-PARTY CONTENT, THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, USER CONTENT, SYNTAX IQ TECHNOLOGY OR SOFTWARE AND ANY OTHER CONTENT (“COLLECTIVELY THE “SYNTAX IQ OFFERINGS” ) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EDOXI (AND ITS PARENT, SUCCESSORS, AFFILIATES, SUBSIDIARIES, CONTRACTORS,SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS (“SYNTAX IQ PARTIES”) EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SYNTAX IQ OFFERINGS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF QUALITY, ACCURACY, PERFORMANCE, AVAILABILITY, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

IN PARTICULAR, SYNTAX IQ AND THE SYNTAX IQ PARTIES MAKES NO REPRESENTATION OR WARRANTY THAT THE SYNTAX IQ OFFERINGS (1) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR BE TO YOUR LIKING, (2) WILL BE TIMELY, SECURE, ACCURATE, FREE FROM ERRORS OR LOSS, OR UNINTERRUPTED, OR THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SOME FEATURES ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER.

ANY MATERIAL DOWNLOADED FROM THE WEBSITE OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE USER'S OWN DISCRETION AND RISK, AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ACCESSING OR DOWNLOADING ANY SUCH MATERIAL.

THIS SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM SYNTAX IQ SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS OF USE.

LIMITATION OF LIABILITY: UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL EDOXI OR THE SYNTAX IQ PARTIES , BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SYNTAX IQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO (i) THIS AGREEMENT; (ii) YOUR USE OR THE INABILITY TO USE THE SYNTAX IQ OFFERINGS; OR (iii) ANY INTERACTION WITH ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH THE EDOXI OFFERINGS, INCLUDING OTHER USERS.

IN NO EVENT WILL SYNTAX IQ OR THE SYNTAX IQ PARTIES BE LIABLE TO YOU IN THE AGGREGATE (FOR ALL POTENTIAL CLAIMS BY YOU) FOR ANY DAMAGES INCURRED IN EXCESS OF THE GREATER OF ANY FEES YOU HAVE ACTUALLY PAID TO COMPANY FOR USE OF THE SYNTAX IQ OFFERINGS IN THE 12 MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH CASES, SYNTAX IQ’s LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Allocation of Risk 

SYNTAX IQ shall not be liable for any monetary damages whatsoever with respect to your use of the website and Services hereunder (or use by Your Authorized Users), nor shall SYNTAX IQ be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of this Agreement, even if SYNTAX IQ is advised of the possibility of such damages. The entire risk as to the results and performance of the website and Services is assumed by You and You agree to implement and adopt reasonable measures to examine and confirm results prior to use, to save data, and limit exposure to errors and failures in data.

Representations and Indemnity

Representation: You represent and warrant that you own or otherwise control all of the rights to any User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by SYNTAX IQ and its other Users, partners, and licensees will not violate this Agreement, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity).

Indemnity: You agree, to the extent permissible by your state’s laws, to indemnify, hold harmless and defend Company and the SYNTAX IQ Parties from and against all damages, losses, demands, liabilities, judgments, settlements, costs and expenses of any kind (including reasonable attorneys' fees) from any claim or demand made by any third party relating to or arising out of (i) your access to, use, or misuse of the Service or Premium Features, (ii) your breach or alleged breach of this Agreement, (iii) your failure to comply with applicable Laws (including any failure to obtain or provide any necessary consent), (iv) the infringement by you or any third party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content, or (v) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users.

SYNTAX IQ reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SYNTAX IQ. SYNTAX IQ will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Fraudulent Actions of Users

SYNTAX IQ is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid ("Fraudulent Actions"). By using the Services, you hereby release SYNTAX IQ from any liability arising from Fraudulent Actions. You will also use the best efforts to promptly notify us of any Fraudulent Actions which may affect the Services. SYNTAX IQ reserves the right, in its sole discretion, to terminate the account of any User that engages in or enables any other User to engage in, Fraudulent Actions.

Severability

If any of the provisions, or portions thereof, of this Agreement, are found to be invalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

Assignment

This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by User, but may be freely transferred, assigned, or delegated by SYNTAX IQ.

Enurement

Subject to the limitations in this Agreement, this Agreement operates for the benefit of and is binding on the parties and their respective successors and permitted assigns.

Waiver

Any waiver of any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.

Entire Agreement 

The Agreement and any terms set forth the entire understanding between the parties related to the website and Services and replaces all prior versions.

Language

It is the express will of the parties that this Agreement and all related documents be drawn up in English. C’est la volontéexpresse des parties que la présente convention ainsi que les documents qui s’yrattachentsoientrédigésenanglais.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada as applicable.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is a material, we will try to provide at least 15 day’s notice prior to any new terms taking effect. We will also indicate at the bottom of this page the date that the revisions were last made. What constitutes a material change will be determined at our sole discretion. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modifications will be effective upon our posting of new terms.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.