Effective January 5, 2023

Service provider
Syncritech Soteria services are provided by, and you’re contracting with:

Syncritech INC
organized under the laws of the State of New Jersey, USA, and operating under the laws of the USA

101 Eisenhower Pkwy, Suite 300
Roseland, NJ 07068
USA

WHEREAS, the Client desires to engage the Contractor to perform services for the Client, and the Contractor desires to perform such services for the Client;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

Services to Be Performed
The Contractor agrees to perform the services described in the Service Level Agreement, hereby attached as Appendix A (“SLA”). The Contractor will reasonably determine the method, details, and means of performing the services for the Client; the Client may specify only the desired results. The Contractor may, at the Contractor's own expense, employ any assistants or employees that the Contractor deems necessary to perform the services required of the Contractor by this Agreement, and the Client may not control, direct or supervise the Contractor's assistants or employees in the performance of those services.

Term/Effective Date/Automatic Renewal
This Agreement shall become effective when the Contractor enables the service (“Effective Date”) and shall remain in effect for the agreed-upon term from the Effective Date. Unless the Client notifies the Contractor in writing at least forty-five (45) days prior to the expiration of the Term, this Agreement shall automatically renew for one (1) year.

Compensation
In consideration for the services to be performed by the Contractor, the Client agrees to pay the Contractor as described in this Agreement. The compensation is subject to modification by mutual agreement of the Contractor and the Client, or when the service required is upgraded to the next tier. Additionally, the Contractor reserves the right to adjust service rates, subject to providing the Client with a thirty (30) day written notice. Any rate adjustments will be effective at the beginning of the month following the notice period. The compensation will be paid in advance on the first day of each month during the term of this Agreement.

Expenses
The Client will reimburse the Contractor for all reasonable direct expenses incurred by the Contractor in connection with the Agreement. For purposes of this Agreement, direct expenses are those expenses incurred by the Contractor solely for the benefit of the Client.

Scope of Obligations of the Contractor
Except as is specifically set forth in writing by the parties, the Contractor shall conform to the SLA to perform the services under this Agreement.

Independent Contractor
The Client and the Contractor expressly acknowledge and agree that the services to be provided by the Contractor under this Agreement shall be performed as an independent contractor, and not as an agent, employee, joint venturer, or partner of the Client.

Termination of Services
This Agreement may be terminated prior to the expiration hereof as follows: 

1. By either party, immediately, in the event that:
2. 1. there are instituted proceedings by or against the other party in bankruptcy or under insolvency laws which are not vacated within ten (10) days from the date of filing; 
   2. the other party makes an assignment of all or part of its assets for the benefit of creditors; 
   3. the other party, if a corporation, ceases to exist; 
   4. a misrepresentation is made by the other party as to the ownership or financial condition; 
   5. the sale, transfer or relinquishment of any substantial interest in the ownership or active management of the other party, or an attempted assignment of this Agreement shall occur without prior written approval of the other party; 
   6. the other party shall fail to inform in writing immediately on the happening of any event specified in this section.
3. By Contractor, immediately, in the event that the Client shall:
4. 1. fail to pay any sums due to Contractor under this Agreement or otherwise or 
   2. otherwise breach this Agreement or any other agreement with Contractor, and Contractor shall have given written notice of such default, and Client shall fail to remedy such breach or default within ten (10) days of receipt of such notice.
5. By Contractor, upon sixty (60) days prior written notice with or without Client defaulting under this Agreement, as long as Contractor returns a prorated portion of the prepaid fee for Contractor’s service under this Agreement.
6. By Client, immediately, in the event that the Contractor shall:
7. 1. breach this Agreement or any other agreement with Client, and Client shall have given written notice of such default, and Contractor shall fail to remedy such breach or default within ten (10) days of receipt of such notice.
8. By Client, upon sixty (60) days prior written notice without Contractor defaulting under this Agreement, as long as Client pays an early termination fee of 50% of the remaining amount due under the Agreement.

Notice of Termination: Notice of termination under this Agreement must be given in writing and shall be deemed effectively served upon the other party when delivered via registered mail or secure electronic communication, such as a digital signature. 

Confidential Information 
During the term of this Agreement and thereafter, the Client may disclose to the Contractor trade secrets and other confidential and/or proprietary information (collectively, Confidential Information). Such Confidential Information includes, without limitation: inventions; manufacturing know-how, designs, formulae, and processes; business development plans and strategies; advertising and promotional programs; research or developmental projects; financial or statistical data; customer information, including, but not limited to, the names of the Client's customers, the nature of the Client's relationship to its customers, customer lists, sales records, account records, pricing matters, and account strategies and reports; sales and marketing plans and strategies; legal documents and records; personal medical information; information about suppliers, inventions; information disclosed to the Client by others in confidence; and any other information of a similar nature that is not known or made available to the public or to the Client's competitors. Confidential Information at all times is the exclusive property of the Client.

Contractor shall protect the Client from any and all unauthorized usage of the Confidential Information by creating and using passwords, and such passwords shall not be provided to the Client, nor to any third-party associates, unless specifically requested in writing by the Client, as long as Client is not in default under this Agreement.

Arbitration of Disputes 
In the event that any dispute or disagreement should arise with regard to any provision of this Agreement, the parties will first attempt to resolve such dispute or disagreement by good faith, informal negotiations. If such efforts are unsuccessful, such a dispute will be decided by arbitration in accordance with the rules of the American Arbitration Association.

The arbitration proceedings arising from this Agreement shall be conducted in Morris County, New Jersey, and shall be in accordance with the prevailing rules of the American Arbitration Association.

The costs and arbitrators' fees of such arbitration will be borne equally by the parties, and each party will be responsible for its own attorney's fees and other expenses. The parties agree to keep any such dispute and any proceeding related to this Agreement, including any determination of the arbitrators and any resolution of the dispute, as confidential as possible, and to that end agree not to disclose or comment on such matters except to their attorneys, accountants, other advisors, or as may be required by law. 

Dispute Resolution Mechanism
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, the parties shall first endeavor to resolve the dispute amicably through good faith negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to mediation before a mutually agreed-upon mediator, in accordance with the rules of the American Arbitration Association (AAA). The mediation shall take place in Morris County, New Jersey, or another location mutually agreed upon by the parties.

If the dispute is not resolved through mediation within sixty (60) days from the commencement of the mediation, or such longer period as the parties may agree to in writing, the dispute shall then be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceedings shall be conducted in Morris County, New Jersey, unless another location is mutually agreed upon by the parties. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The costs of mediation and arbitration, including the fees and expenses of the mediator, arbitrator, and AAA, shall be shared equally by the parties unless the arbitrator decides otherwise based on the parties’ respective claims and defenses. Each party shall bear its own attorneys’ fees and preparation costs.

Liability
THE CONTRACTOR DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CONTRACTOR SHALL IN NO EVENT BE LIABLE FOR ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY OR FOR LOSS OR DAMAGE TO THE CLIENT’S DATA OR PROGRAMMING. THE CLIENT AND THE CONTRACTOR EXPRESSLY AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF THE CONTRACTOR FOR ALL CLAIMS UNDER THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED 100% OF THE TOTAL SERVICE FEES PAID UNDER THIS AGREEMENT BY THE CLIENT TO THE CONTRACTOR DURING THE 12-MONTH PERIOD ENDING AT THE TIME A CLAIM AROSE. ANY CLAIM AGAINST THE CONTRACTOR MUST BE BROUGHT WITHIN 180 DAYS AFTER THE CLAIM OR CAUSE OF ACTION AROSE AND ANY CLAIM NOT TIMELY BROUGHT SHALL BE DEEMED BARRED. REFERENCES IN THIS PARAGRAPH TO THE CONTRACTOR SHALL INCLUDE THE CONTRACTOR'S DIRECTORS, OFFICERS, EMPLOYEES, ASSISTANTS, CONTRACTORS, AND AGENTS. 

Entire Agreement of the Parties; Modification 
This Agreement, along with Appendix A (Service Level Agreement), Appendix B (HIPAA Business Associate Agreement), and the formal quote to be executed by the Client, constitutes the entire agreement between the parties with respect to the rendering of services by the Contractor for the Client. It supersedes any and all prior agreements, both oral and written. The formal quote details specific service aspects such as scope, pricing, and any special terms or conditions related to the services provided under this Agreement. The executed quote is deemed an integral part of this contractual arrangement and is subject to the same terms and conditions as outlined in this Appendix A, Appendix B, and Appendix C.

Each party acknowledges that no representations, inducements, promises, or agreements, oral or written, have been made by any party, or by anyone acting on behalf of any party, which are not embodied herein. Any modification of this Agreement, including any amendment to the formal quote, must be in writing and signed by both parties. Oral modifications shall not be considered valid unless subsequently ratified in writing.

Digital Signature Acceptance
Both parties hereby agree and acknowledge that signatures on this Agreement, whether digital or electronic, are considered as valid and legally binding as traditional handwritten signatures. The parties consent to using electronic signatures as a means of executing this Agreement, and such electronic signatures shall be treated for all purposes (including legal) as having the same force and effect as handwritten signatures. This Agreement and any amendments or modifications to it may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Data Protection and Privacy
In the performance of the services under this Agreement, the Contractor agrees to comply with all applicable data protection and privacy laws and regulations. If the services involve the access, use, and/or disclosure of Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA), the Contractor agrees to be bound by the terms of the HIPAA Business Associate Agreement (BAA), hereby attached as Appendix B, which is made a part of this Agreement. The Contractor shall implement and maintain appropriate safeguards to protect the confidentiality, integrity, and availability of any PHI it receives, maintains, or transmits on behalf of the Client. Any breach or non-compliance with the provisions of Appendix B or relevant data protection laws shall be reported to the Client immediately upon discovery. The Contractor further agrees to ensure that any agents, including subcontractors, to whom it provides PHI, agree to the same restrictions and conditions that apply to the Contractor with respect to such information.

Severability
The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Force Majeure
If the performance of either party under this Agreement is delayed or prevented at any time due to circumstances beyond the control of the other, including, without limitation, those resulting from labor disputes, fire, floods, riots, civil disturbances, weather conditions, pandemic, control exercised by a governmental entity, unavoidable casualties or acts of God or a public enemy, the performance of such party shall be excused for so long as the circumstance shall prevent such performance. If a force majeure event continues for more than ninety (90) days, either party may terminate this Agreement upon written notice to the other party, without any penalty or liability for such termination.

Governing Law/Jurisdiction/Venue
This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey. Jurisdiction and venue shall exclusively lie in the County of Morris, State of New Jersey.

Amendment Procedure
Any amendment or modification to this Agreement must be made in writing and agreed upon by both parties. The proposed amendment shall be drafted as a written document and shall clearly state the modifications to the existing terms. Both parties must provide a clear indication of agreement to the amendment, either through a formal signature or via a secure electronic acknowledgment such as an email with a scanned signature attachment or an electronic signature.

Once agreed upon, the amendment shall be annexed to this Agreement and shall become effective immediately upon the date of the last party's signature, unless a different effective date is specified within the amendment document. Amendments shall not have any retroactive effect on rights and obligations established prior to the effective date unless expressly agreed to by both parties in the written amendment.

The rest of the terms and conditions of this Agreement shall remain in full force and effect, unaltered by the amendments, except for those terms directly modified by the amendment. The amendment shall be considered as part of this Agreement and shall be subject to the same provisions regarding governing law, dispute resolution, and other overarching terms as set out in the original Agreement.

Effective Date: January 1, 2025

PLEASE READ THESE TERMS CAREFULLY. By engaging Syncritech Inc. (“Syncritech”, the “Company”, “we”, or “us”) to provide website design, consulting, hosting, maintenance, or related IT services, you (the “Client” or “you”) agree to be bound by the following Terms of Service (“Terms”). Syncritech provides services exclusively to business clients (B2B); by entering this agreement, you confirm that you are a business entity or organization (not an individual consumer). These Terms outline the mutual rights and obligations for the services provided. If you do not agree with these Terms, you must not use Syncritech’s services.

1. Services and Scope of Work

Syncritech offers professional IT consulting services focused on website development and ongoing site support. The scope of services and related fee structure are as follows:

• Initial Website Design & Launch: Syncritech will design and develop a website per the Client’s specifications, including an initial launch of the site. This is a project-based service billed as a one-time fee, with the exact amount agreed upon in advance for each project (typically documented in a formal quote or proposal). Payment for design projects may be structured in milestones (e.g. deposit and final payment upon completion), as detailed in the project quote. The deliverable will be a functioning website launched on an agreed-upon date.
• Website Consulting: Syncritech provides website consulting services (e.g. strategy, UX advice, performance optimization consulting) on an as-needed basis. Consulting may be provided as part of an initial design project or as a standalone service. If provided as a standalone service, consulting fees will be agreed in writing (either as a fixed fee or hourly rate) prior to commencement of the consulting work.
• Website Hosting, Maintenance & Support (Monthly Plan): After the initial launch, Clients may subscribe to Syncritech’s ongoing maintenance plan for a recurring monthly fee. This monthly service typically includes: web hosting on Syncritech’s or a third-party server, routine website maintenance (software updates, security monitoring), regular website and hosting backups, and technical support. The plan also covers minor content updates or layout changes to the website. “Minor changes” generally mean small updates that do not significantly alter the website’s overall design or functionality (for example, updating text or images on a page, adding a blog post, or tweaking a design element). These minor updates are included in the monthly fee (within reasonable limits to be determined by the scope of the maintenance plan). By contrast, major changes – such as new features, additional pages, a full redesign of the site layout, or other substantial development work – are outside the scope of the monthly maintenance plan and will be handled as separate projects (see “Major Changes or Redesigns” below). The monthly maintenance/hosting fee and the services included will be specified in your plan agreement or quote.
• Website and Host Backup: As part of the monthly maintenance plan, Syncritech will perform regular backups of the website files and databases, as well as any associated hosting environment data. Backup frequency (e.g. daily, weekly) will be in accordance with the maintenance plan or Service Level Agreement (SLA). Backup services are intended for disaster recovery and archive purposes; the Company will make good faith efforts to securely store backups and assist in restorations when needed.
• Logo Design/Redesign: Syncritech can provide logo design or redesign services upon request. Both minor logo tweaks and major logo redesigns are offered. These services are treated as separate one-time design projects and are billed separately on a fixed-fee basis, to be agreed upon with the Client prior to starting the logo work. If the Client is on a monthly maintenance plan, very minor logo adjustments (such as a small color change or resolution enhancement) might be accommodated as part of the plan at Syncritech’s discretion; however, any substantial changes to branding or logo design will require a separate project scope and fee.

Exclusivity of Business Services: All the above services are offered exclusively to business and organizational clients. By entering into this agreement, the Client affirms that the services are being used for business purposes and not for personal, family, or household purposes.

2. Fees, Pricing and Payment Terms

Syncritech’s compensation for each service will be agreed in advance, typically documented via a formal quote or contract. Below is a summary of the pricing models and payment terms for the various services:

• One-Time Project Fees: Services like Initial Website Design & Launch, major redesigns, or logo design are billed as one-time project fees. The amount and payment schedule for such projects will be specified in the quote or project proposal accepted by the Client. For example, a website design project may require a percentage deposit upfront and the remainder upon completion, or may be invoiced in phases (design, development, launch). The agreed quote, including scope, pricing, and any special terms, becomes part of this agreement once accepted by the Client. The Client agrees to pay all project fees as specified. Any additional features or requests outside the initial project scope may require a change order and additional fees.
• Recurring Monthly Fees: Ongoing services such as hosting, maintenance, support, and backups are billed on a monthly subscription basis. The monthly fee will be communicated to the Client (e.g. in the SLA or quote) and will cover the standard services outlined in Section 1 (hosting, support, minor updates, etc.). Monthly fees are payable in advance, with payment due on the first day of each billing period (unless otherwise stated in writing). Syncritech reserves the right to adjust the recurring service rates with at least thirty (30) days prior written notice to the Client. Any such rate adjustment will take effect at the start of the next monthly term following the notice period. Recurring fees may be subject to applicable taxes, which will be added to the invoices as required by law.
• Major Changes or Additional Work: If the Client requests work that is outside the scope of the monthly maintenance plan or the original project (for example, significant design changes, new sections of the website, custom features development, major logo/branding redesign beyond minor tweaks), Syncritech will scope and quote this work separately. The Client will be provided with a proposal or estimate for the additional work, including whether it will be billed as a fixed one-time fee or on a time-and-materials basis. No out-of-scope work will be undertaken until the Client has approved the additional fees in writing. These major changes or projects will be billed separately from the monthly maintenance fee.
• Expenses (if applicable): Generally, the fees quoted cover all typical costs of providing the services. In the unlikely event that providing services requires out-of-pocket expenses (for example, purchase of special stock images, premium plugins/licenses, travel to Client’s site, etc.), such expenses will either be built into the project fee or separately pre-approved by the Client. The Client agrees to reimburse Syncritech for any reasonable direct expenses incurred solely for the benefit of the Client, provided that Client has approved such expenses in advance. (Typically, standard hosting infrastructure costs are included in the monthly fee, so this mainly would apply to unusual costs outside normal operations.)
• Invoicing and Payment: Syncritech will invoice the Client for fees as they come due (project milestones, monthly fees, or additional services). Invoices are due and payable upon receipt (or per any payment schedule stated on the invoice/contract). The Client agrees to pay via the payment methods accepted by Syncritech (e.g. ACH, check, credit card, etc., subject to any processing fee disclosures). Late payments may, at Syncritech’s discretion, accrue interest or late fees as permitted by law, and repeated failure to pay may result in suspension of services or termination of this agreement for breach (see Termination section below). The Client is responsible for any taxes or duties applicable to the services, other than taxes on Syncritech’s income.
• Changes to Services or Fees: If the Client upgrades the level of service (e.g. moves to a higher hosting plan or requests additional maintenance services), or if a change in Client’s needs requires a different tier of service, the parties will mutually agree on any new fees before implementing the change. Syncritech may also adjust fees for existing services with 30 days notice as noted above. All pricing modifications or changes to scope should be documented (for instance, via an updated quote or addendum) and agreed by both parties in writing to be effective.

3. Intellectual Property and Content

Website Content and IP Ownership: Unless otherwise agreed, the Client retains ownership of all content, data, trademarks, and other intellectual property that the Client provides to Syncritech for inclusion on the website or for use in services. Syncritech will not acquire ownership of the Client’s pre-existing intellectual property. Upon full payment of any project fees, and subject to any separate licensing agreement or third-party software limitations, the Client will own the final website design, including any original visual designs, images, or code developed specifically for the Client as deliverables. Syncritech may retain a copy of deliverables for archival purposes and may use non-confidential portions of the deliverables (e.g. generic frameworks or code libraries, if they are of Syncritech’s authorship) for other projects, provided that no confidential or unique Client data is included.

Third-Party Materials: The Client must ensure it has rights to all materials (text, images, graphics, logos, etc.) it provides to Syncritech. Syncritech is not liable for intellectual property infringement based on materials provided by the Client. If Syncritech provides any third-party software, plugins, or licensed content as part of the website, those items may be subject to their own license terms and remain the property of their respective owners. Syncritech will inform the Client of any such third-party components that require separate licensing. The Client is granted a license to use those components as integrated in the website, but would not own the third-party software itself.

Portfolio Display: The Client agrees that Syncritech may display the completed website project or logo design in Syncritech’s portfolio or marketing materials as an example of work, unless the Client requests in writing that their project remain confidential (e.g. due to stealth mode or other sensitive reasons). Such request will not be unreasonably denied by Syncritech.

4. Confidentiality

During the course of the project or maintenance relationship, either party may receive confidential or proprietary information from the other. Confidential Information includes any non-public business, technical, or financial information, such as customer data, business plans, technical know-how, login credentials, or any other information marked or otherwise identified as confidential (or that should reasonably be understood to be confidential by its nature).

Each party agrees to use the other’s Confidential Information only for purposes of fulfilling its obligations under this agreement, and not to disclose such information to any third party without the disclosing party’s consent (except to those assisting in the work who are bound by similar confidentiality obligations). Syncritech, in particular, acknowledges that any Client Confidential Information it accesses in the course of providing services (e.g. website credentials, business data) is the exclusive property of the Client. Syncritech will protect the confidentiality of Client information by reasonable means, which may include password protection, encryption, and limiting access to those with a need-to-know. In the event Syncritech uses subcontractors or assistants, Syncritech will ensure they are also bound to protect Client Confidential Information to the same standard. These confidentiality obligations continue even after termination of this agreement.

The above restrictions do not apply to information that is or becomes publicly available without breach of this agreement, was already lawfully in the receiving party’s possession, is independently developed without reference to confidential info, or is required to be disclosed by law or court order (in which case the party shall give notice to the other, if legally permitted, to seek a protective order).

5. Data Protection and Privacy

Syncritech is committed to protecting the privacy and security of Client data. We agree to comply with all applicable data protection and privacy laws and regulations in the performance of services. This includes implementing and maintaining appropriate technical and organizational safeguards to protect the confidentiality, integrity, and availability of any Client data we handle or host. For example, Syncritech will use industry-standard security practices (such as firewalls, encryption, access controls, and regular security updates) to protect websites and backup data under our management.

Use of Client Data: Any data entrusted to Syncritech (such as website content, databases, or user information collected via the website) will only be used for the purpose of delivering the contracted services. Syncritech does not access, use, or disclose Client’s data except as necessary to perform website hosting, maintenance, backup, or support functions, or as otherwise instructed by the Client.

Third-Party Service Providers: Syncritech will not share the Client’s data with third parties except to the limited extent necessary to utilize third-party services that are integral to our hosting and maintenance offerings. Examples may include cloud hosting providers, domain registrars, backup storage providers, or email delivery services. In such cases, Syncritech will only share the minimum information required and will ensure that any third-party providers are bound by confidentiality and data security obligations at least as stringent as those in this agreement. We require that any subcontractors or agents who might have access to Client data (e.g. a data center or an analytics service) agree to the same restrictions and standards that apply to Syncritech with respect to that information.

Secure Data Practices: Syncritech follows best practices to ensure data is handled securely. This includes regular backups (as noted), secure transfer protocols for data, and, upon request, assisting Clients in data retrieval or deletion. In the event of any data breach or security incident involving Client data, Syncritech will promptly inform the Client as required by law and will cooperate to mitigate any damage.

Privacy Policy: This Terms of Service is focused on the contractual terms of our services. For details on how Syncritech may collect, use, and protect personal information (for example, contact information of Client’s representatives or end-users of the Client’s website, if any is collected by Syncritech), please refer to our Privacy Policy (if one is provided separately on our website). In general, respecting your privacy is our priority, and we do not sell or misuse personal data. Any personal data processed on behalf of the Client (for instance, if maintenance involves handling user data from the Client’s site) will be treated as Confidential Information and handled in compliance with relevant privacy laws.

Note: If the services involve regulated data (for example, Protected Health Information (PHI) under HIPAA, or personal data subject to GDPR, etc.), Syncritech will comply with all applicable regulations. In the case of PHI, Syncritech is willing to sign a Business Associate Agreement (BAA) and adhere to HIPAA requirements as necessary. The Client is responsible for notifying Syncritech if such regulations apply to the data involved, so that appropriate supplemental agreements can be executed.

6. Term and Termination of Services

Term of Agreement: This agreement commences on the Effective Date and will continue for the duration of the project and any subsequent maintenance period. For one-time projects, the agreement naturally terminates upon completion of the project (and payment in full). For ongoing monthly services, the agreement will remain in effect on a month-to-month basis until terminated by either party as provided below. In some cases, the parties may agree to a fixed term (for example, a 12-month initial term for maintenance services); if so, that term will be stated in the service order or quote. Absent a fixed term, the maintenance services are provided on a rolling monthly basis, cancellable as described here.

Termination by Either Party (For Cause): Either party may terminate this agreement immediately (prior to the end of any agreed term) if the other party materially breaches the agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach. For example, if the Client fails to pay fees due and does not rectify that within 10 days of notice, Syncritech may terminate for cause. Similarly, if Syncritech materially fails to perform the services as agreed and does not cure after notice, the Client may terminate for cause. In addition, either party may terminate immediately if the other party undergoes a bankruptcy, insolvency, or similar financial distress event, or ceases to operate, or if any material misrepresentation was made by the other party regarding its ability to fulfill its obligations. These events are considered just cause for immediate termination by the other party.

Termination by Syncritech (Without Cause): Syncritech may terminate ongoing monthly services for convenience (without specific cause) by providing at least sixty (60) days prior written notice to Client. If Syncritech elects to terminate the services in this manner, and the Client has already paid for maintenance/hosting beyond the termination date, Syncritech will refund the pro-rata portion of any prepaid fees covering the period after the termination effective date. (For example, if the Client paid monthly fees up to the end of December, and Syncritech ends service effective December 15, a half-month refund would be issued.) This refund of prepaid service fees will be the Client’s sole remedy for a no-fault termination by Syncritech. Syncritech will cooperate to transition the website to the Client or a new provider, to the extent applicable, to ensure continuity of the Client’s website.

Termination by Client (Without Cause): The Client may terminate the monthly services for convenience by providing at least sixty (60) days prior written notice to Syncritech. However, if the Client terminates without cause before the end of any committed term, an early termination fee may apply. Specifically, if the Client had agreed to an annual term or a minimum contract period for the maintenance services, and terminates early without cause, the Client shall pay 50% of the remaining fees for the unused portion of the term as an early termination fee. This fee is agreed as reasonable compensation for the discounted rates and resources allocated by Syncritech for the expected term. If the maintenance services were month-to-month with no long-term commitment, the Client may terminate with 60 days notice effective at the end of the notice period with no further penalty (other than paying for services through the notice period). Upon termination (whether at end of term or early), Syncritech will assist in handing over website credentials, files, and data to the Client or their designee, provided that all outstanding fees have been paid.

Notice of Termination: All notices of termination must be given in writing – e.g. via an official email, letter, or other written communication – to be effective. It is recommended that termination notices be delivered in a manner that provides proof of delivery (such as registered mail or acknowledged email receipt). The date of termination will be the date specified in the notice (subject to any required notice period as stated above).

Suspension of Services: As an alternative to termination for cause, Syncritech reserves the right to suspend the website or maintenance services in the event the Client is in material breach (such as non-payment) and fails to cure after notice. Suspension may include taking the website offline or withholding further work until the breach is cured. Syncritech will provide notice of suspension. Fees will continue to accrue during a period of suspension, and Syncritech shall not be liable for any damages or losses the Client may incur due to a service suspension caused by the Client’s breach.

Effect of Termination: Upon termination or expiration of this agreement, Syncritech will cease providing services. The Client agrees to promptly pay any outstanding amounts for services provided up to the termination date. Likewise, Syncritech will return or destroy (at Client’s request) any Client data in its possession, except that Syncritech may retain one archival copy for record-keeping/legal purposes, subject to confidentiality obligations. If the Client’s website is hosted on Syncritech’s infrastructure, the Client should make arrangements to migrate the site prior to the termination effective date. Syncritech will reasonably cooperate with migration efforts if requested (additional fees may apply if extensive assistance is needed). Sections of this agreement that by their nature should survive termination (such as accrued payment obligations, confidentiality, disclaimers, liability limitations, dispute resolution, and governing law) shall survive.

7. Dispute Resolution

Syncritech and the Client will endeavor to resolve any disputes arising under this agreement in a fair and prompt manner. To that end, the parties agree to the following dispute resolution process:

1.       Good Faith Negotiation (Informal Resolution): In the event of any dispute, controversy, or claim related to this agreement or the services (including any question regarding its breach, termination, or validity), either party must first provide written notice to the other describing the dispute in reasonable detail. The parties will then attempt in good faith to negotiate and resolve the matter informally. Each party agrees to participate in these initial discussions and to allow at least thirty (30) days from the date of the dispute notice for negotiation. During this period, the parties will not initiate formal legal action or arbitration, to allow sincere efforts at an amicable resolution.

2.       Mediation: If the dispute cannot be resolved through informal negotiation within 30 days, the parties agree to submit the dispute to mediation. Mediation is a non-binding process in which a neutral mediator facilitates a resolution. The parties will mutually select or agree upon a qualified mediator (or use the services of the American Arbitration Association “AAA” to appoint one) and will conduct the mediation in good faith. The mediation shall be held in Morris County, New Jersey, USA, or another mutually agreed location (mediation may also occur virtually, if agreeable). Each party will share the cost of the mediator and mediation facilities equally, and will bear its own attorneys’ fees for the mediation (unless otherwise agreed). If the parties reach a settlement in mediation, they may document it in a written settlement agreement, which shall be binding upon signing by both parties.

3.       Binding Arbitration: If the parties are unable to settle the dispute through mediation within sixty (60) days from the start of mediation (or a longer period if both parties agree in writing to extend mediation), then binding arbitration shall be the exclusive means to finally resolve the dispute. The dispute shall be referred to and finally resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (or a similar set of rules mutually agreed). The arbitration will be conducted by a single arbitrator (unless the parties agree to three arbitrators for a complex matter). The seat or location of arbitration will be Morris County, New Jersey, USA, unless the parties agree to a different location. The language of arbitration will be English. The arbitrator shall have authority to award any relief that a court of competent jurisdiction could order under law, including monetary damages, injunctive relief, and specific performance, but the arbitrator may not alter or disregard the terms of this agreement. The arbitrator’s decision shall be final and binding on both parties, and judgment on the arbitral award may be entered in any court having jurisdiction.

4.       Costs of Mediation/Arbitration: The costs of the mediation and arbitration proceedings (mediator’s and arbitrator’s fees and any administrative fees) shall be shared equally by the parties, unless the arbitrator in the final award decides that, in light of the parties’ conduct or claims, a different allocation is appropriate. Each party shall bear its own attorneys’ fees and preparation costs throughout the dispute resolution process, unless an award or applicable law provides otherwise.

5.       Confidentiality of Proceedings: To the maximum extent permitted by law, the parties agree to keep the existence of the dispute, and any aspect of any mediation or arbitration proceedings, confidential. This means neither party will disclose any discussions, submissions, testimony, evidence, or the outcome of any mediation/arbitration to any third party, except: (a) to that party’s own legal, financial, or professional advisors who have a need to know (and who must also keep it confidential); (b) as required by law or court order (in which case the disclosing party will, if permitted, notify the other party in advance); or (c) if necessary to enforce or challenge the arbitration award in court. The confidential nature of this process is crucial to allow open and frank discussions aimed at resolution.

Exceptions: Notwithstanding the foregoing, either party may seek emergency or preliminary injunctive relief (such as a temporary restraining order) from a court to prevent immediate and irreparable harm, without first engaging in mediation or arbitration. However, once such emergency relief is addressed, the underlying dispute shall still proceed to mediation/arbitration as outlined above. Also, claims for collection of undisputed money owed (e.g. an action by Syncritech for unpaid fees that the Client has not contested) may be brought directly in court without mediation/arbitration, at Syncritech’s discretion.

Waiver of Jury Trial: By agreeing to binding arbitration, both parties waive their respective rights to have any dispute decided by a judge or jury, except as expressly provided above. They also waive rights to participate in class actions or class arbitrations, as this agreement only permits resolving disputes on an individual basis between Syncritech and the Client.

8. Disclaimers of Warranties

As-Is Service; No Additional Warranties. Syncritech will perform all services in a professional and workmanlike manner, consistent with industry standards. However, except as expressly provided in this agreement, all services, work product, and deliverables are provided “AS IS” and without any other warranty. Syncritech (the Company) makes no additional warranties or guarantees of any kind, whether oral or written, express or implied. All implied warranties (including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or those arising from a course of dealing or usage of trade) are expressly disclaimed to the fullest extent permitted by law. Syncritech does not guarantee that the website or services will be uninterrupted or error-free, or that all security threats will be prevented. While we strive for quality and uptime, the Client understands that no IT service can be 100% free of errors or downtime and Syncritech offers no guarantees as to specific business results from the website.

Client’s Warranties: The Client warrants that it has the right to provide any materials, data, or content it supplies to Syncritech for use in the project, and that Syncritech’s use of such materials will not infringe any third-party rights. The Client also represents that it is a bona fide business entity and is entering this agreement for business purposes.

9. Limitation of Liability

Limitations on Types of Damages: To the fullest extent permitted by applicable law, Syncritech (and its owners, directors, officers, employees, agents, and contractors) shall not be liable to the Client for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever arising out of or related to this agreement or the services. This limitation includes, without limitation, any damages for lost profits or revenues, business interruption, loss of goodwill, loss of data, or procurement of substitute services, even if Syncritech has been advised of the possibility of such damages. Syncritech will also not be liable for any claim arising from: use of third-party products or services, any unauthorized modifications made by the Client or third parties to the website, or the Client’s failure to comply with instructions or required maintenance (e.g. if the Client declines recommended security updates and an incident occurs).

Cap on Direct Damages: To the extent any liability is not lawfully disclaimed under the above paragraph, in no event shall Syncritech’s total cumulative liability to the Client for all claims (whether in contract, tort (including negligence), or any other theory of liability) exceed the total amount of fees paid by the Client to Syncritech in the twelve (12) months immediately preceding the event giving rise to the claim. For example, if a claim arises 10 months into the service, Syncritech’s liability is capped at the sum of fees the Client paid for those 10 months. This cap is an aggregate for all claims and all types of damages (to the extent any are not excluded by the prior paragraph).

Claims Period: Any claim or cause of action arising from the services or these Terms must be brought within 180 days (approximately six months) from the date the basis of the claim was discovered or reasonably should have been discovered. Any claim not brought within that timeframe is permanently barred. This limitation is intended to encourage the parties to promptly raise and address issues.

Application to Third Parties: The limitations and disclaimers in this agreement extend to Syncritech’s affiliates, subcontractors, and personnel. The Client agrees that it will not pursue any claim or seek liability against individual employees, officers, or contractors of Syncritech for matters arising under this contract. Any liability sought to be imposed on Syncritech’s personnel or agents will instead be deemed a claim against Syncritech itself, subject to the limitations herein, as the parties expressly agree the liability limitations apply also to those individuals and entities as intended third-party beneficiaries of these Terms.

Essential Basis: The Client acknowledges that Syncritech’s fees for services are based on the allocation of risks and the limitations of liability and warranties stated in these Terms. Absent these disclaimers and limits, the fees charged would be higher to account for increased risk. Thus, these provisions are an essential part of the bargain between the parties.

No Liability for Force Majeure: Syncritech is not responsible for any delay or failure to perform that is due to causes beyond its reasonable control (force majeure events). (See Section 11, Force Majeure, below.)

Important: Nothing in this agreement is intended to limit or exclude liability that cannot be limited by law, such as liability for gross negligence, willful misconduct, or personal injury caused by negligence. However, to the extent such laws apply, Syncritech’s liability will be limited to the fullest extent allowed.

10. Indemnification

Client Indemnity: The Client agrees to indemnify, defend, and hold harmless Syncritech and its affiliates, officers, employees, and agents from and against any third-party claims or liabilities (including reasonable attorneys’ fees and court costs) arising out of: (a) the content or data the Client provides for use on the website (e.g. claims that content infringes someone’s intellectual property or privacy rights); (b) the Client’s use of the website or services in violation of any law or regulation; or (c) breach of the Client’s representations, warranties, or obligations under these Terms. Syncritech will promptly notify the Client of any such claim and permit the Client to control the defense, but Syncritech may participate with its own counsel at its own expense. The Client shall not settle any claim that imposes non-monetary obligations on Syncritech without Syncritech’s prior consent (not to be unreasonably withheld).

Syncritech Indemnity: To the extent permitted by law, Syncritech will indemnify and hold the Client (and its officers/directors) harmless against any third-party claim that the custom website design or deliverables created by Syncritech (excluding any materials provided by the Client or any third-party components) infringe a U.S. copyright or registered trademark. If such a claim arises, Syncritech may, at its option: (i) procure the right for the Client to continue using the allegedly infringing deliverable, (ii) replace or modify the deliverable to make it non-infringing, or (iii) if options (i) and (ii) are not commercially reasonable, terminate the Client’s use of the infringing deliverable and refund any fees paid for that portion of the service. The foregoing Syncritech indemnity will not apply if the alleged infringement arises from Client’s unauthorized modifications or combination of the deliverable with other materials not provided by Syncritech. This section states Syncritech’s entire liability, and the Client’s exclusive remedy, for any intellectual property infringement by Syncritech deliverables.

11. Miscellaneous Provisions

A. Independent Contractor: Syncritech is an independent contractor, and nothing in this agreement shall be construed as creating a partnership, joint venture, or employer-employee relationship between Syncritech and the Client. Neither party is an agent of the other, and neither has the right or authority to bind the other in any agreement. The Client is interested only in the results to be achieved by the work and acknowledges that Syncritech will determine the method, details, and means of performing its services (consistent with any requirements in an agreed scope of work). Syncritech may use its own staff or subcontractors to perform services, provided that Syncritech remains responsible for the quality of the deliverables and compliance with this agreement.

B. Force Majeure: Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) if such failure or delay is due to circumstances beyond its reasonable control. This includes, but is not limited to, acts of God, natural disasters, strikes or labor disputes, war, civil disturbance, governmental actions, epidemics/pandemics, power or utility outages, or failures of third-party service providers (e.g. data center outages) that were not preventable by the party. The affected party shall give prompt notice to the other and make reasonable efforts to resume performance as soon as possible. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected services or this agreement upon written notice without penalty.

C. Amendments and Waivers: Any amendment or modification of this agreement must be in writing and agreed by both parties (email is acceptable if it clearly comes from an authorized representative of each party). This includes any changes to the scope of work, fees, or other key terms. Waivers of any term or breach must also be in writing. Failure of either party to enforce any provision of this agreement shall not constitute a waiver of that provision or of any other provision. A waiver on one occasion shall not preclude enforcement on future occasions.

D. Severability: If any provision of these Terms is found to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be interpreted or reformed to the minimum extent necessary to make it enforceable, or if it cannot be reformed it shall be severed from the agreement. The remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace any invalid provision with a valid provision that comes closest to the original intent and economic effect.

E. Assignment: The Client may not assign or transfer this agreement (or any rights or obligations hereunder) to any third party without Syncritech’s prior written consent, except in the case of a merger or sale of substantially all of the Client’s assets or business (and provided the successor agrees to be bound by these Terms). Syncritech may assign or delegate its rights and obligations to (i) an affiliate, (ii) a successor entity in the event of a merger/acquisition, or (iii) a purchaser of all or part of Syncritech’s service business, provided in any case that the assignee agrees to assume the obligations to the Client under these Terms. Subject to the foregoing, this agreement will bind and benefit the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this section is null and void.

F. Governing Law and Venue: This agreement and any dispute arising from it shall be governed by the laws of the State of New Jersey, USA, without regard to its conflict of law principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this agreement. Subject to the Dispute Resolution section above (which provides for mediation and arbitration), the parties consent to the exclusive jurisdiction of the state or federal courts located in Morris County, New Jersey for any court proceedings (such as to enforce an arbitration award or in the event a claim is excluded from the arbitration requirement). Each party waives any objection based on forum non conveniens or lack of personal jurisdiction for cases brought in New Jersey.

G. Notices: Routine communications regarding project work may be sent by email or ticketing system. However, for any formal notices (such as notices of breach, termination, indemnifiable claim, or legal process), such notices must be in writing and delivered to the recipient’s business address or official email on record. Notices will be deemed given: (a) if by hand or overnight courier, upon receipt; (b) if by certified mail, on the third business day after mailing; or (c) if by email, when the receiving party acknowledges receipt (automated read receipts not sufficient) or responds to the email (absent prompt acknowledgment, a duplicate notice via mail or courier is advised).

H. Entire Agreement: This Terms of Service document, along with any Appendices or Service Level Agreements (SLA) expressly incorporated, and any accepted project Quote/Proposal for the specific services (collectively, the “Agreement”), constitute the entire agreement between Syncritech and the Client with respect to the subject matter hereof. It supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral, regarding such subject matter. Each party acknowledges that it is entering into this Agreement based only on the representations explicitly contained herein, and not in reliance on any oral or written statements outside of this Agreement. Any changes to the Agreement must follow the amendment procedure described above.

I. Digital Acceptance: This agreement may be accepted in counterparts (for example, by each party signing a separate copy, or by electronic acceptance), which together will form a binding whole. The parties agree that electronic signatures or affirmations (such as signing via e-signature service or agreeing via an online checkbox or contract management system) are legally binding and equivalent to handwritten signatures. By executing this Agreement (either by signature or electronic acceptance), each party represents that its representative has the legal authority to bind that party to the Agreement.

J. No Third-Party Beneficiaries: Except as expressly stated (e.g. indemnified parties or Syncritech personnel protected by the liability limitations), this Agreement is for the benefit of the contracting parties only and not for any third party.

K. Headings and Interpretation: Section headings in this document are for convenience only and shall not affect the interpretation of the Terms. In case of any conflict between this Terms of Service and any Service Level Agreement or Quote, the documents will be interpreted harmoniously if possible; if not, the specific Quote or SLA terms may override these general Terms only for that particular service to the extent expressly stated.

 

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