Terms & Conditions

Terms and Conditions of Service and Website Use

The Terms and Conditions of Service and Website Use was last revised and made effective on November 15, 2017.

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF SERVICE AND WEBSITE USE. BY CLICKING ON “I AGREE”, YOU HEREBY INDICATE THAT YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Introduction.

These are the Terms and Conditions of Service and Website Use (the “Terms”) for the website located at www.synaptek.ca (the “Site”), and any associated software applications, products, and services (collectively, the “Services”) offered and/or provided through the Site.  The Site is an Internet property of Synaptek Enterprises, Inc. and its affiliated companies (“Synaptek”, “us”, “it”, “our” and/or “we”).  As used herein, the terms “you”, “your”, and/or “yourself” shall refer to you, a user of the Site, the Software (as defined below), and/or Services.

2. Use of Services.

Synaptek is providing you with certain Services through the Site provided that you are of legal age to form a binding contract in your applicable jurisdiction. In order to receive or access certain Services available through the Site, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or your continued use of the Services. You are responsible for maintaining the confidentiality of your user login information and account password, and you are responsible for all activities that occur under your account. You agree to immediately notify Synaptek of any unauthorized use of your password or account or any other breach of security. Synaptek cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your login information and/or password secure. When using the Services available through the Site, you agree to comply with your own local laws and regulations regarding online conduct and acceptable content, including laws regulating the export of data to and from your country of residence.

3. Service Availability.

Synaptek uses reasonable endeavours to ensure that the Services available through the Site are available 24 hours a day 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Synaptek. Every reasonable step will be taken by us to minimize such disruption where it is within the reasonable control of Synaptek. You agree that Synaptek shall not be responsible or liable to you for the deletion or failure to store or make available any content and other communications maintained or transmitted through the Site, the Services, or any modification, suspension or discontinuance of the Site or Services. You acknowledge that Synaptek reserves the right, in its sole discretion, to limit your activity and restrict your use of the Services available through the Site or any other resources you may use. Synaptek also reserves the right to terminate, suspend, or limit certain features or functionality of your account based on usage that exceeds any limits established by us. You may elect to purchase other Services or resources that may be available and offered by Synaptek. Payments for such purchases are non-refundable. Upon the termination of your account, you may no longer be able to retrieve content or data contained in your account.

4. Passwords.

The user who creates an account on the Site is referred to here as the “Account Owner”. The Account Owner will have access and control over its Synaptek account and is responsible for maintaining the confidentiality of its account and password. If the Account Owner wishes to share its username and password to allow others to gain access to its Synaptek Account, the Account Owner agrees that BY SHARING ITS USERNAME AND PASSWORD, THE ACCOUNT OWNER AGREES TO BE RESPONSIBLE FOR ASSURING THAT ANY USERS OF THE ACCOUNT COMPLY WITH THE TERMS OF THIS AGREEMENT AND THAT THE ACCOUNT OWNER SHALL BE RESPONSIBLE FOR THE ACTIONS OF ITS ACCOUNT USERS.

5. Software.

5.1 Synaptek offers a cloud-based multi-channel health communication and patient management platform primarily for, but not limited to, the purposes of delivering non-urgent patient care and support (the “Software”).  The functionalities of the Software include, but are not limited to, Reminder Communications, Telehealth, Advanced Patient Access, and Secure Messaging & File Transfers.

6. License.

6.1 Limited License.  Synaptek grants to you a limited, non-exclusive, revocable and non-transferable right and license to utilize and access the Site, the Software, and/or Services. Synaptek does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information, and you shall have no right, either directly or indirectly loan, sell, rent, lease, license, sublicense, or assign any licenses granted to you herein, nor shall you have any right to adapt, improve or create any derivative works of the Site, the Software, and/or the Services, in part or in whole.

6.2 Feedback License. You hereby grant to Synaptek, an unlimited, worldwide, non-exclusive, assignable, transferable, sublicensable, irrevocable, royalty free, perpetual right and license to use and exploit any feedback, suggestions, enhancements, requests, recommendations, corrections or comments provided by you to us.

7. Subscription and Payment Terms.

7.1 We offer a free, thirty (30) day trial version of the Software.  You can elect to cancel your initial free trial at any time, by accessing your account and following the necessary steps.  In order to use the full functionalities of the Software, you will need to upgrade to a paid subscription.   By selecting a subscription tier (as indicated on the Site), you agree to pay us the subscription fees indicated (e.g. monthly or annual).  Setup costs on your part during registration are non-refundable.

7.2 By purchasing a monthly or annual subscription, you agree that Synaptek may submit monthly charges or annual charges for the then-applicable subscription fee without further authorization from you until you provide prior notice that you wish to terminate your subscription with at least seven (7) days before the end of the then-applicable subscription period, or you wish to change your payment method. Your continued use of the subscription reaffirms that Synaptek is authorized to bill you for the applicable monthly charges or annual charges. You acknowledge that the amount charged for the Services may vary from month to month (or year to year for annual subscriptions) for reasons that may include without limitation differing amounts due to promotional offers or upgrades/downgrades to different subscription fees offered by Synaptek, and you authorize us to charge your payment method for such varying amounts. We may change the monthly charges or annual charges in effect, or add new subscription fees from time to time, but we will give you advance notice of these changes by email or via notification through your Services account. If you cancel your current subscription during the active period, you will be able to use the paid functionalities of the Services until the applicable period ends. You will not be billed again for any monthly charges or annual charges following the expiration of the then-current payment period, nor will you receive any refund as a result of your cancellation of your subscription.  All outstanding invoices must be paid within seven (7) days.  If your payment information is invalid (incorrect or out-dated), or you do not renew your subscription, we reserve the right to terminate or limit your access to the Software and/or Services.

7.3 Taxes.  All monthly charges and annual charges are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties associated with your account.  It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.

8. Payments.

8.1 We use worldwide accepted third-party payment processors to bill you through a payment account linked to your account with us. The processing of payments will be subject to the fees, terms, conditions and privacy policies of such payment processor. Synaptek is not responsible for any and all errors, fees and currency conversions fees by the payment processor, and you should review its terms and policies from time to time, which will govern the provision of services to you.

8.2 You must provide us with valid and current billing information for your purchase of any Software or Services subscriptions.  Except as expressly set forth herein, all purchases are final and non-cancelable or non-refundable.  Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.

9. Account Suspension, Termination.

9.1 Synaptek encourages you to report violations of our Terms.  Users engaging in activity or conduct that may constitute a factual –or even alleged– breach of these Terms, including but not limiting, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension / termination, at our sole and final discretion, without notice and without liability. Furthermore, we reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms.  You must notify us immediately of any change in your eligibility to use the Services, or if you suspect a breach of security or unauthorized use of your account. Synaptek does not knowingly provide its Software or Services to persons under the age of eighteen (18).

9.2 Synaptek reserves the right to report any activity that it believes may violate any law, rule or regulation to the appropriate law enforcement, regulators or other applicable third parties, and that any violation of the aforementioned provisions may result in the immediate suspension or termination of your access to the Software and/or Services.

10. Customer Data Policy.

Unless otherwise stated in these Terms or in a separate Agreement executed between you and Synaptek, you shall own all right, title and interest in and to your patient and customer data and information. You hereby grant Synaptek a limited, worldwide, non-exclusive, royalty-free, right and license to use such data and information that you or your affiliates, agents, employees or representatives introduce, upload or otherwise transmit through the Software in order for Synaptek to provide the Services to you. For the avoidance of doubt, any and all right, title and interest into any aggregated, non-personally identifiable, anonymized data and/or information collected by Synaptek independently and without access to user, client and/or customer data, will be solely owned by Synaptek.

11. Prohibited Activities.

You will not, and will not attempt to:
a. Copy, re-engineer, reverse engineer, translate, distribute, or modify the Site, the Software, or Services, in whole or in part without the express written consent and approval of Synaptek;
b. Interfere in any manner with the operation of the Site, Software, or Services or the network used to operate the Site, Software, or Services;
c. Infringe these Terms, or allow, encourage or facilitate others to do so;
d. Use the Site, the Software, or the Services in any manner that exceeds the scope of use as permitted under these Terms;
e. Use the Site, the Software, or the Services in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of a third party, or that would otherwise create liability or violate any local, provincial, federal, or international law;
f. Use the Site, the Software, or the Services in any way that is unlawful, libelous, defamatory, obscene, indecent, harassing, threatening, abusive, inflammatory, invasive of privacy or publicity rights, fraudulent or otherwise objectionable;
g. Use the Site, the Software, or the Services in any way that discloses personal information about another person, unless otherwise permitted under these Terms, or that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
h. Use the Software and/or Services in any way for unsolicited promotions, advertising or solicitations;
i. Use the Software and/or Services in any way that introduces or spreads viruses, corrupted data, or other harmful disruptive or destructive files in to the Software, the Services, or programming routines intended to damage, intercept or expropriate any system, data, or personal information;
j. Transfer any of your rights under these Terms to any third party;
k. Infringe the intellectual property rights or privacy rights of any third-party;
l. Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from such person;
m. Use any automated or manual process to obtain, copy, process, access and/or use our Site, Software or Services or any part therefrom to capture unauthorized data or content, for any purpose; and
n. Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from Synaptek or any portion or data feeds therefrom. For purposes of clarification, such actions will include the use of persons, site search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.

12. Intellectual Property Rights.

12.1 The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on the Site, the Software or the Services are the property of Synaptek or its licensors or affiliates, and are protected under intellectual proprietary rights in Canada, the United States of America and other jurisdictions throughout the world.  No section hereof shall be construed as intent to grant to you any right transfer or interest in Synaptek, the Site, the Software or the Services, in whole or in part.

12.2 You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site, the Software or the Services, or any violation of our intellectual property rights, may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore we, our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.

13. Representations and Warranties.

You hereby represent and warrant that: (i) your use of our Site, Software and Services, and all your uploaded and used data shall be at all times compliant with these Terms, any policies established by Synaptek, and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide any data and personal information to Synaptek and its affiliates, licensors and agents, and to grant the rights granted to Synaptek in these Terms; (iii) any and all information that you provide to Synaptek is true, accurate, and complete; (iv) you have established a privacy policy which provides, at a minimum, adequate notice, disclosure and choices to consumers regarding your use, collection, disclosure and security of their data and personal information; (v) all customer data and personal information collected by you will only be used for legal purposes; and (vi) you will not disclose any security vulnerabilities in the Site, Software, and/or Services to any third party, and that upon your discovery of any such security vulnerabilities, you shall immediately notify Synaptek

14. Term and Termination.

14.1 The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of any Software or Services; or (iii) Synaptek begins providing its Services to you.

14.2 The term hereof will automatically end on the earlier date of either: (i) your account deactivation, suspension, freezing or deletion of any Software; (ii) termination or revocation of your access to the Services by Synaptek; (iii) Synaptek’s termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by Synaptek to you from time to time; or (v) Synaptek’s decision to make the Site, the Software or the Services no longer available for use, at its sole and final discretion.

14.3 You may terminate your subscription at any time by permanently making inaccessible any Software and Services for which you have access.

14.4 These Terms, along with any and all licenses granted to you hereunder may or will automatically terminate if you breach any of the terms and conditions contained herein.  Upon termination for breach, your rights to use our Site, Software or Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature.

14.5 Your payment and indemnification obligations will survive any termination of these Terms.

15. Privacy Policy.

By visiting the Site and using the Software and/or Services available through the Site, you acknowledge and agree that Synaptek may access, preserve, and disclose your account information and any personal information that you submit and/or disclose to us if required to do so by law or in a good faith belief that such disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the terms and conditions of these Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of Synaptek, its users, or the public as required or permitted by law. More information on Synaptek’s Privacy Policy can be reviewed at https://www.synaptek.ca/privacy-policy/

16. Disclaimer.

16.1 THE SITE, THE SOFTWARE AND THE SERVICES ARE BEING PROVIDED TO YOU ON AN “AS IS”, AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND, EXCEPT AS OTHERWISE SPECIFIED HEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYNAPTEK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SYNAPTEK DOES NOT WARRANT THAT (I) THE SITE, THE SOFTWARE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SITE, THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE SOFTWARE OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER RELATERD MATERIALS PROVIDED OR OFFERED THROUGH THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SITE, THE SOFTWARE OR THE SERVICES WILL BE CORRECTED. USE OF THE SITE, THE SOFTWARE, AND THE SERVICES IS DONE AT YOUR OWN DISCRETION AND YOUR SOLE RISK.  NO ORAL OR WRITTEN ADVICE PROVIDED BY SYNAPTEK, ITS AFFILIATES, CLIENTS, AGENTS, OFFICERS, LICENSORS, DISTRIBUTORS AND/OR ANY AUTHORIZED REPRESENTATIVE, SHALL CREATE ANY IMPLIED WARRANTY, NOR WILL SYNAPTEK, ITS AFFILIATES, CLIENTS, AGENTS, OFFICERS, LICENSORS, DISTRIBUTORS AND/OR ANY AUTHORIZED REPRESENTATIVE BE RESPONSIBLE FOR ANY ACTIONS OR OMISSIONS OF YOURS REGARDING THE USE OF THE SOFTWARE AND SERVICES, SUCH AS INCORRECT INPUT, FORMAT OR BACKUP OF DATA AND METADATA, LOST DATA OR CORRUPTED DATA.

16.2 ADVICE. SYNAPTEK DOES NOT PROVIDE ADVICE OF ANY KIND. ANY AND ALL CONTENT DISPLAYED ON THE SITE, SOFTWARE AND/OR SERVICES ARE BEING PROVIDED FOR REFERENCE PURPOSES ONLY, AND IS NOT A SUBSTITUTE FOR DIRECT, PERSONAL, PROFESSIONAL MEDICAL CARE AND/OR DIAGNOSIS. ANY AND ALL ADVICE OR CARE YOU OBTAIN (AND ANY RESULTS OR LACK OF RESULTS FROM FOLLOWING OR NOT FOLLOWING SUCH ADVICE OR CARE) FROM ANY PROVIDER(S) IS THE RESPONSIBILITY OF THE PROVIDER PROVIDING THE ADVICE OR CARE, AND YOU. WITHOUT LIMITING THE APPLICATION OF ANY OTHER LIMITATION OR EXCLUSION OF LIABILITY UNDER THESES TERMS OR AT LAW, YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT SYNAPTEK HAS NO LIABILITY WHATSOEVER HOWEVER ARISING UNDER ANY THEORY OF LAW FOR ANY ADVICE, RESULT OR LACK OF RESULT FROM SUCH ADVICE OR CARE OBTAINED FROM ANY PROVIDER.

16.3 YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND SERVICES ARE INTENDED ONLY TO FACILITATE COMMUNICATION BETWEEN YOU AND YOUR PATIENTS. THE SOFTWARE AND SERVICES PERMIT YOU TO LINK TO OTHER WEBSITES OR RESOURCES ON THE INTERNET, AND OTHER WEBSITES OR RESOURCES MAY CONTAIN LINKS TO SYNAPTEK’S WEBSITE. THESE OTHER WEBSITES ARE NOT UNDER SYNAPTEK’S CONTROL. YOU ACKNOWLEDGE THAT SYNAPTEK IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT, FUNCTIONS, ACCURACY, LEGALITY, APPROPRIATENESS OR ANY OTHER ASPECT OF SUCH WEBSITES OR RESOURCES. THE INCLUSION OF ANY LINKS DOES NOT IMPLY ENDORSEMENT BY SYNAPTEK OR ANY ASSOCIATION WITH ITS OPERATORS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT SYNAPTEK SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBISTE OR RESOURCE.

17. Limitation of Liability.

IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL SYNAPTEK, ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AUTHORIZED AGENTS BE LIABLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THESE TERMS, THE SOFTWARE, THE SERVICES, OR THE USE OR INABILITY TO USE THIS SITE, THE SOFTWARE OR THE SERVICES, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYNAPTEK’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF $CAD 1,200.00 (ONE THOUSAND TWO HUNDRED CANADIAN DOLLARS). These Terms provide you specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction.  Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

18. Indemnification.

You hereby agree and acknowledge to indemnify, hold harmless, and defend Synaptek, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “Synaptek’ Indemnitees”) from and against any and all third-party claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Synaptek’ Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by Synaptek); and/or (ii) any third-party claim arising out of or in relation to your use of the Site, the Software or the Services or use thereof in combination with your business platform.

19. Events outside of Synaptek’s Control – Force Majeure.

In no event shall Synaptek be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

20. Modification.

Synaptek reserves the right to modify, amend, suspend, terminate, upgrade, update or otherwise modify these Terms, the Site, the Software and the Services, at any time and without prior notice to you.  Notification of any changes to the Terms will be displayed on the Site or in the Services, and we may notify you by email. Please refer to the last effective date where changes were last made by us. Your continued use of the Site or any Services after the effective date of any update or changes to the Terms shall constitute your acceptance of any and all changes to these Terms.

21. Governing Language.

These Terms may be translated into other languages for your convenience (e.g. French). The English language version of each of these documents shall be the version that prevails and governs your use of the Software, Site and/or Services. Upon the case of any conflict between the English language version and any translated version, the English language version will prevail.

22. General.

22.1 Assignment.  These Terms will inure to the benefit of any successors of the parties.

22.2 Entire Agreement.  These Terms (including any policies, guidelines or amendments that may be presented to you from time to time) set forth the entire agreement between you and Synaptek and govern your use of the Site, the Software, and Services, superseding any prior agreements, oral or written, between you and Synaptek with respect to the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use any other current or future Services made available through the Site. No term or condition of these Terms may be altered or amended unless otherwise authorized in writing by Synaptek.

22.3 Equitable remedies:  You hereby acknowledge and agree that if these Terms are not specifically enforced, Synaptek will be irreparably damaged, and therefore you agree that Synaptek shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.

22.4 Export Controls.  If applicable, you agree to comply with all applicable export laws and restrictions and regulations of the US Department of Commerce or other United States or foreign agency or authority, and you will not use our Software or Services to export, or allow any export or re-export services in violation of any such restrictions, laws or regulations.

22.5 Newsletters.  The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorized third-party. Through our newsletters, you may receive information according to your newsletter subscriber preferences. As our subscriber, you will receive a conspicuous communication indicating your subscription and you will be able to select the amount and type of emails received by you.  If you wish to unsubscribe from our newsletter service, you will need to follow the ‘unsubscribe’ or ‘opt-out’ instructions in our communications.

22.6 No Waiver.  Failure by Synaptek to enforce any rights or provisions hereunder shall not be construed as a present or future waiver of any such rights or provisions, nor in any way affect the ability of Synaptek to enforce each and every such right or provision thereafter.

22.7 Relationship.  You and Synaptek are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

22.8 Notices.  All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or:  (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  All communications must be sent to the respective parties to such address, facsimile number or electronic mail address as subsequently indicated by each party.  Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.

22.9 Severability.  If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. If such provision is not capable of being modified, it will be deemed severed herefrom and all remaining provisions of these Terms will remain in full force and effect.

23. Applicable Law, Waiver

23.1 Waiver of Class Actions, Non-Individualized Relief.  You acknowledge and accept that claims brought against Synaptek shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding.  Unless otherwise agreed by you and Synaptek, you may not adjoin or consolidate any claim with more than one person’s; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.

23.2 Applicable Law.  These Terms, and all claims related to it or the performance by both parties under it, shall be interpreted and governed exclusively by the laws of the Province of British Columbia, Canada, without regard to conflict of law principles and excluding the United Nations Convention on Contracts for the Sale of International Goods.

23.3 Forum.  You agree that any dispute arising from or relating to these Terms will be heard solely by the federal and provincial courts of competent jurisdiction in or nearest to the City of Victoria, Province of British Columbia, Canada and you expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum non conveniens. If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction. You agree that the unsuccessful party in any dispute arising from or relating to these Terms will be responsible for the reimbursement of the successful party’s reasonable attorney’s fees, court costs, and disbursements.

24. Contact

If you have any questions or queries about us, the Site, the Software, our Services or these Terms, please contact us as indicated in our contact page: www.synaptek.ca/contact.