Terms of Use

Synchronicity Systems Terms of Use

Last Updated: July 19, 2026

These Terms of Use and any terms expressly incorporated herein (the “Terms”) govern your access to and use of: (a) the website located at https://synchronicity.xyz  (the “Site”); (b) a non-custodial web-based user interface that enables users to interact directly with a decentralized protocol (the “Interface”), and any other online properties (collectively, the “Services”) provided by Synchronicity Systems, S.A. (“Synchronicity,” “Company,” “we,” “us,” or “our”).

BY ACCESSING THE SITE, CONNECTING A WALLET, OR OTHERWISE USING THE INTERFACE, SITE, AND SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THESE TERMS AND OUR PRIVACY POLICY LOCATED AT https://docs.synchronicity.xyz/privacy-policy.

OUR SERVICES WERE NOT DEVELOPED FOR, AND ARE NOT AVAILABLE TO PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OF AMERICA, NORTH KOREA, CUBA, IRAN OR THE THREE RUSSIAN OCCUPIED REGIONS OF UKRAINE: CRIMEA, LUHANSK, DONETSK, THE RUSSIAN FEDERATION, AND MYANMAR. YOUR USE OF THE COVERED SERVICES IS ENTIRELY AT YOUR OWN RISK. IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SYNCHRONICITY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING ARBITRATION.

I. The Interface and the Protocol

A. Protocol. The Interface is a user interface that permits you to access the Services, including those that allow you to bridge your cryptoassets between Ethereum and certain major blockchain networks, and interact with a trading interface and index (the “Protocol”). Transactions are processed by the Protocol, not by the Company. The Interface is a non-custodial, informational front-end and is not the exclusive means of accessing the Protocol. We do not own, control or operate the Ethereum network, or other major blockchain networks, and are not responsible for their functionality, security, or availability.

B. Non-Custodial Access. We do not control, hold, or have access to your private keys, seed phrase, or funds. You are solely responsible for securing your wallet and private keys. Transactions you initiate are authorized by you and are broadcast to and settled by the relevant blockchain network.

C. No Advice; Sophisticated User. You agree and understand that transactions you submit through the Site or the Services are considered unsolicited, which means that you have not received any investment advice from us in connection with any transactions. You agree and understand that all information provided by the Site or the Services is for informational purposes only and should not be construed as legal, financial, or tax advice. You should not take, or refrain from taking, any action based on any information contained on the Site or the Services.

D. Independent Access. Market information displayed through the Interface is derived from on-chain activity or third-party sources and is not reviewed, verified, or approved by us.

II. Eligibility; Restricted Persons

A. Eligibility. By accessing or using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are not at least 18 years old, do not access or use the Services.

B. Restricted Persons. The Services are not offered to, and may not be used by any Restricted Person. Each time you access or use the Services, you represent and warrant that you are not a Restricted Person. “Restricted Persons” include any person or entity that: (a) is located in, incorporated in, established in, or a resident or citizen of the United States of America, North Korea, Iran, Cuba, and the three Russian occupied regions of Ukraine: Crimea, Luhansk, and Donetsk, the Russian Federation, and Myanmar; (b) is located in, incorporated in, established in, or a resident or citizen of any jurisdiction subject to applicable sanctions, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any similar authority (collectively, “Restricted Territories”); or (c) is otherwise identified on any sanctions or denied parties list. Restricted Persons are strictly prohibited from accessing or using the Services. You must not use any technology to circumvent these restrictions, including VPNs, proxies, Tor, or falsifying information about your location or identity.

C. Export Control. You agree that you will not export or re-export, directly or indirectly, the Services you access pursuant to these Terms and/or other information or materials provided by Us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services described herein, may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Site and the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

D. Legal Adherence. You are solely responsible for ensuring that your access to and use of the Services comply with the laws and regulations of your jurisdiction, including laws governing digital assets. By using the Services, you represent and warrant that your use is lawful and that all assets you use are lawfully acquired and under your sole control.

E. Monitoring and Enforcement. We may, but are not obligated to, monitor IP addresses, wallet addresses, transaction patterns, and other signals solely to enforce these Terms and adhere with applicable law. We may restrict, block, or disable access to the Services by any user or wallet, with or without notice, if we believe such action is necessary or advisable for compliance, legal, security, or risk management reasons.

III. Fees and Third-Party Fees

A. You may be charged fees for access to and use of some or part of the Services. Synchronicity endeavors to provide an accurate estimate of fees at the time that you access the Services, however any such information is an advance estimate of fees and may vary from the fees actually paid to use the Services. You are solely responsible for ensuring that you have adequate funds to complete transactions. Synchronicity will not be liable for any failed transactions due to insufficient funds.

B. You may also incur a fee for the use of or access to a third-party provider, functionality or service that you access through the use of the Site or Services. You are solely responsible for paying those fees. Those fees are not charged by Synchronicity nor are you paying Synchronicity those fees. Synchronicity will not be liable for your failure to pay any third-party fees.

IV. Prohibited Activities; Remedies

A. Prohibitions. You agree to use the Site and the Services for their intended purpose and will not engage in, or attempt to engage in: (i) making commercial use of them or any of their content without express permission; (ii) hacking, gaining unauthorized access or introducing any kind of malicious code to either; (iii) reverse engineer or decompile (whether whole or in part) any software available through either; (iv) making copies, modify, reproduce, transmit, alter or distribute all or any part of the Site or the Services or any material information contained in either; (v) allowing Restricted Persons to use a virtual private network (e.g., a VPN) or other means to inappropriately/evasively access either; (vi) engage in fraud, misrepresentation, or deceptive practices; (vii) engage in activity that constitutes money laundering, terrorist financing, or sanctions evasion; (viii) manipulate markets, including through wash trading, spoofing, layering, or “pump and dump” schemes; (ix) offering illegal or controlled products or services including, without limitation, firearms, explosives, dangerous materials, drugs, pornography, illegal gambling, human trafficking, wildlife trade, products and services derived from endangered or threatened species, or other activities which may be considered illegal, dangerous or harmful; (x) use the Site or the Services for any purpose that is unlawful; or (xi) use them in any manner that disrupts their operation.

B. Remedies. Without limiting other remedies available to us, we may, without notice to you or liability to Company, suspend or terminate your access to the Site and Services, block or restrict wallet addresses, close or liquidate your positions, withhold or reverse fees, and take any other action we deem appropriate if we believe you have violated these Terms or your use of the Site or Services poses legal, regulatory, reputational, or security risks.

V. API Usage

A. You acknowledge and accept that the API may not be available at all times. We are not responsible for any wrong orders or other incorrect actions on our Interface when using our API. We reserve the right to, without prior notice, terminate the support of the API and to limit or suspend the functionality thereof.

B. When using the API, you represent and warrant that:

1. You will not use the API in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services;

2. You will not use the API in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;

3. You will not use the API to copy, store, host, transmit, send, use, publish or distribute any material which consists of, or is connected to, any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

VI. AI Services and Usage

a. Use of AI. You acknowledge that the Services involving artificial intelligence (which we refer to herein as “AI Services” and which are a subset of the broader term Services) made available by Us use certain artificial intelligence and machine learning models, algorithms and technology that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects, and events, and that such recognition is developed over time based on your use of the Services. You represent and warrant that you have all rights, licenses, and permissions needed to provide input to our AI Services. You are responsible for ensuring your use of the AI Services complies with all applicable local, state, provincial, national, federal and foreign laws.

b. Licenses to AI Data. Subject to any applicable account settings that may be made available to you, you grant us a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, transmit, upload, download, distribute, publicly perform, publicly display and derive revenue or other remuneration from any inputs or outputs (collectively, “Your Data”) (in whole or in part) for the purposes of operating and providing the Services to you and to our other users (including after you cease use of the Services or terminate these Terms). Without limiting the foregoing, you acknowledge that Your Data may be used by us, or third-party providers of the AI Services (“Third-Party AI Providers”), to train, develop, enhance, evolve, and improve the AI Services and the underlying artificial intelligence models, algorithms, and related technology, products, and services (including for labeling, classification, content moderation, and model training purposes), as well as for marketing and promotional purposes.

c. Third-Party AI Providers. You acknowledge and agree that we may share Your Data with Third-Party AI Providers in connection with the license granted by you to us in Section 6(b), and that Third-Party AI Providers may not be required to maintain the confidentiality of any of Your Data. Further, you understand that additional license requirements may apply to certain AI Services provided by Third-Party AI Providers, including that such Third-Party AI Providers may retain certain rights to use or disclose Your Data, including to further train their algorithmic models. You must review and comply with such requirements. You assume all risks associated with your use of the AI Services, including as provided by Third-Party AI Providers. We will have no liability for the unavailability of any AI Services, or decision by Us or a Third-Party AI Provider’s decision to discontinue, suspend, or terminate any portion of the AI Services.

VII. Intellectual Property; Limited License; Feedback

A. Ownership. Your use of the Site or the Services shall not grant you any license, patent, or right over intellectual property, nor shall it entail any transfer of intellectual property to you. Any and all intellectual property related to the Site or the Services beyond that of Third Party Services is owned and controlled by Synchronicity.

B. Limited License. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Site and Interface solely for their intended purposes. Any other use is prohibited.

C. Feedback. If you provide feedback, suggestions, or ideas regarding the Site or Services (“Feedback”), you grant us a non-exclusive, perpetual, irrevocable, transferable, sublicensable, worldwide license to use, copy, modify, sell, distribute, and exploit the Feedback without compensation or attribution.

VIII. No Professional Advice

A. All information provided by the Interface is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interface. Before you make any financial, legal, tax or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

B. You are solely responsible for determining, reporting, and paying all taxes and assessments that may apply to your use of the Services. You agree to indemnify the Company for any taxes, penalties, or interest assessed against the Company in connection with your use of the Services.

IX. Disclaimers and No Warranties

A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE AND THE SERVICES, INCLUDING AI SERVICES, IS AT YOUR SOLE RISK, AND THAT ACCESS TO THE SITE AND THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING ANY PART OF THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE AND THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN THE SITE AND THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE SITE AND THE SERVICES WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS.

B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET. YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY.

C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, BLOCKCHAIN NETWORK, OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET.

D. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES INCLUDING POTENTIALLY HAVING FUND LOSSES AS A RESULT. YOU ACKNOWLEDGE AND AGREE THAT: (i) YOU ARE SOLELY RESPONSIBLE FOR STORING, OUTSIDE OF THE SITE AND THE SERVICES, A BACKUP OF ANY ACCOUNT INFORMATION, VERIFICATION INFORMATION, OR OTHER CREDENTIALS, INCLUDING YOUR DIGITAL ASSET WALLET PRIVATE KEYS; AND (ii) IF YOU DO NOT MAINTAIN A BACKUP OF YOUR CREDENTIALS AND/OR PRIVATE KEYS OUTSIDE OF THE SITE AND SERVICES, YOU MAY NOT BE ABLE TO ACCESS THE SITE AND THE SERVICES OR THIRD PARTY SERVICES INTEGRATED THROUGH THE SITE OR AVAILABLE THROUGH THE SERVICES INCLUDING, BUT NOT LIMITED TO, CANCELLATION, SUSPENSION, OR TERMINATION OF YOUR ACCESS TO THE SITE OR THE SERVICES.

E. FURTHER AI DISCLAIMER. YOU ACKNOWLEDGE THAT THE SERVICES LEVERAGE CERTAIN ARTIFICIAL INTELLIGENCE FEATURES AND FUNCTIONS AND THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD. WHILE WE ARE ALWAYS WORKING TO IMPROVE OUR SERVICES, THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THE SERVICES MAY PROVIDE INACCURATE OUTPUTS (SUCH AS HALLUCINATIONS) OR OTHERWISE NOT ALWAYS PRODUCE ACCURATE OR INTENDED RESULTS. AS SUCH, YOU ACKNOWLEDGE THAT NO WARRANTIES ARE MADE BY US WITH RESPECT TO THE SPECIFIC RESULTS OR ANY OUTPUTS OF ANY AI FEATURES OR FUNCTIONS, AND YOU MUST THOROUGHLY REVIEW AND APPROVE ANY SUCH OUTPUT AND CONFIRM APPROPRIATENESS AND ACCURACY FOR THE APPLICABLE USE CASE BEFORE ANY USE OF SUCH INPUTS OR OUTPUTS. YOU SHOULD NOT RELY ON OUTPUT FROM OUR AI SERVICES AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, OR TO BE NON-INFRINGING, UNOBJECTIONABLE, OR FULLY IN COMPLIANCE WITH THE LAW.

F. You represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of using the Services. You acknowledge and agree that there are risks associated with purchasing, receiving, and holding cryptocurrency and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error; risk of mining or blockchain attacks; risk of hacking and security weaknesses; risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation; risk of personal information disclosure; risk of uninsured losses; volatility risks; volatility, illiquidity, flash crashes, market manipulation, slippage, front-running, or other market inefficiencies and unanticipated risks.

G. You agree and acknowledge that we cannot and do not control how third-party exchange platforms quote or value cryptocurrencies and other digital assets, including without limitation any digital assets, and we expressly deny and disclaim any liability to you for or in connection with any losses you may incur as a result of fluctuations in the value of cryptocurrencies or other digital assets.

H. You agree and acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by any bank nor (ii) insured by the FDIC or by any other governmental agency or regulated entity.

X. Indemnity

A. You will indemnify and hold harmless the Synchronicity, personnel, board of directors, our affiliates and service providers, and their respective officers, directors, employees and agents (together, the “Released Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to the Site or the Services and (ii) your violation of these Terms.

XI. Limitation of Liability

A. You acknowledge and agree that Synchronicity shall, to the extent possible permitted by law, not have any liability in or be responsible for any damages, losses, costs, out of pocket costs or expenses (including attorneys’ fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind (including, without limitation, any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, or loss of, damage to or corruption of data), in each case arising under or related to claims of breach of contract, tort, including negligence, strict liability, negligent mistreatment, restitution, breach of statutory duty or any other cause of action whatsoever with respect to these Terms, the Services, or any other matter contemplated hereby.

XII. Jurisdictional Limits

A. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent such laws apply, our liability shall be limited to the maximum extent permitted by law.

XIII. Changes to Services

A. We may update, amend, alter, change, or stop any of the Services, from time to time without prior notice to you.

B. We do not have any maintenance, update, or support obligations with respect to any of the Services. You agree that our updates to any of the Services may change the requirements necessary to use that Service, and you agree that in such an event you are responsible for any necessary actions, including but not limited to updating software or hardware to access and use such Services.

C. We are not responsible for any loss or harm related to your inability to access or use any of the Services.

XIV. External Sites, Third Party Services and Communications

A. External Sites. The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the services administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from any External Sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

B. Third Party Services and Content. By using the Site or the Services, you may also be using the resources, including products, services or content and links of one or more third parties (collectively, “Third Party Service(s)”). Third Party Services are provided for your convenience only and the availability of Third Party Services does not constitute an endorsement by Synchronicity of the same. Third Party Services are not under Synchronicity’s control and, as such, are not considered part of our Services. Synchronicity makes no representation or warranty regarding any Third Party Service, including its availability, security, or suitability for use with or in conjunction with Synchronicity’s Services. Any proprietary right or interest to any Third Party Service and any content provided therein belongs to that third party provider subject to any right or license you may hold to such Third Party Service. If you decide to access or use a Third Party Service, your activity is governed by the Third Party Service’s terms and conditions, not by those of Synchronicity.

C. Communications. We do not want you to, and you should not, e-mail us or send us any information or content that contains confidential information at any time. With respect to all email messages and communications you send to us, including, but not limited to, Feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

XV. Governing Law and Forum Choice

A. The Terms – and your use of the Site and the Services – and any action related thereto will be governed by the laws of the British Virgin Islands without regard to its conflict of laws provisions. The exclusive jurisdiction for all disputes will be in the British Virgin Islands, and you and the Company each waive any objection to such jurisdiction and venue.

XVI. Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS LEGAL RIGHTS THAT YOU MAY OTHERWISE HAVE AND REQUIRES FINAL AND BINDING ARBITRATION OF ALL DISPUTES INSTEAD OF RESOLUTION IN COURT.

A. Any dispute, claim or controversy arising out of or relating to the Terms, Services, or the breach, termination, enforcement, interpretation or validity of the Terms, shall be settled by final and binding arbitration before a single arbitrator in accordance with the BVI IAC Arbitration Rules, which can be viewed at https://bviiac.org/arbitration-rules/ . The place of arbitration shall be Tortola, British Virgin Islands, and the language used in the arbitral proceedings shall be English.

B. By agreeing to arbitrate, you are giving up and waiving the right to a trial by a judge or jury of any dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

XVII. Notices

A. Synchronicity may provide any notices to you under these Terms using commercially reasonable means, including public communication channels. Notice provided by using public communication channels will be effective upon posting.

XVIII. Assignment

A. Synchronicity may freely assign, transfer, or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.

XIX. Severability

A. Should any part or provision of these Terms be held invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid. In this case, you and Synchronicity shall endeavor to negotiate a substitute provision that best reflects the economic intentions of you and Synchronicity without being enforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.

XX. No Waiver

A. No failure on the part of you or Synchronicity to exercise any power, right, privilege or remedy under these Terms, and no delay on the part of you or Synchronicity in exercising any power, right, privilege or remedy under these Terms, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither you nor Synchronicity shall be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of you or Synchronicity; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

XXI. Force Majeure

A. The failure of Synchronicity to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, pandemic, actions of governmental authorities outside of the control of Synchronicity (excepting compliance with applicable codes and regulations), or other “force majeure” event will not be considered a breach of these Terms.

XXII. Contact Information

A. If you have any questions or concerns please contact [email protected].