In accordance with GDPR, please review our Data Processing Agreement. Data Processing Agreement shall apply to the processing of personal data by Lynton on behalf of the Customer as required for the provision of the Services, and is hereby incorporated by reference.
Lynton´s Integration Terms of Service Agreement explains the general terms and conditions for the use of services provided by Lynton. Please read carefully this Integration Terms of Service document, and keep a copy of it for your reference.
These Terms do not interfere with any obligation or authorization provided in any other agreement concluded between you and Lynton LLC. Provisions of any individual Agreement between you and the Lynton LLC supersede provisions from these Terms.
1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms of Service Agreement:
‘Terms/Agreement’refers to the latest version of this Terms of Service Agreement document.
‘Customer/You’ refers to any person or legal entity using our Services.
‘We/Us/Lynton’ refers to Lynton LLC.
‘Party/Parties’ refers to either Customer or Lynton when used in singular form and to both Customer and Lynton when used in plural form.
‘Third Party’ refers to any natural or legal entity other than Lynton LLC and the Customer.
‘Services’ refers to the integration solution services and other services provided by Lynton.
‘Order’ refers to the order form provided by Lynton for obtaining the Services.
‘Service Plan’ refers to the scope of the type, number, and scope of the Services commissioned by the Customer as detailed in the Order.
‘Service Period’refers to the duration of the provision of Services as detailed in the Order.
‘Service Fee’ refers to the total price of the Services included in the Service Plan, as amended during the Service Period.
‘Subscription Period’ refers to the 12-month period of time for which your subscription with us is active.
‘Subscription Fee’ refers to the cost of the selected Subscription Plan for the selected Subscription Period.
‘Effective Date’ refers to the date indicated in the Order as the start date of the Service Period.
‘Confidential Information’ refers to any and all information disclosed between the parties of this Agreement in relation to the Services. Confidential Information does not cover information that was known either party prior to disclosure or information that was made available to the public.
‘Intellectual Property’ refers to any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.
‘Knowledge’refers to the actual knowledge of any executive officer and the knowledge that any such person would be reasonably expected to obtain after making the same inquiry that a reasonably prudent business person in the ordinary and usual course of the performance of his or her responsibilities would make.
2. General Provisions
2.1 By placing an Order you confirm that you (i) have full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, (iii) that you will not use Services contrary to these Terms or applicable laws. If you are accessing our Services on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.
2.2 Whenever you are using our Services you will need to comply with the terms of this Agreement, any separately agreed terms, and any applicable laws, regulations and policies. If any part of the Services is not in compliance with your local state or federal laws and regulations, you may not use the Services. Any such Service will be considered as ‘not available in your region’.
(B) Scope of the Services
2.3 Lynton offers a wide variety of individual integration solution Services and other related Services to its customers. Access to these Services is available solely by the Parties duly executing an Order for our Services. Full list of Services is available on the following link, syncsmart.io
2.4 The exact scope of the Services shall be detailed in the Customer Order, specifying the type, amount and the price of each individual Service. During the term of this Agreement, Customer may request Services which are not included in the list of available Services. These out of scope Services may be charged as additional work-per-hour Services. Payment for these Services is explained in article 4.3 of this Agreement.
2.5 Lynton will provide support for the integration service via an email-based ticketing system during business hours of 9am - 6pm U.S. Central Time Monday through Friday, excluding U.S. holidays.Included support is related to the selected support tier in Customer's Agreement.
2.6 Except where expressly stated otherwise, Lynton cannot and does not guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
(C) Service Plan
2.7 Customers are able to choose and customize their Service Plan when they place the Order request. Some core Services may not be excluded from the Service Plan. During the Service Period a Customer is able to upgrade their Service Plan but they can not downgrade the already executed Service Plan. Service Plan may be downgraded before commencing any new Service Period. We may provide you with promotional free Services from time to time. Some of the Services may be provided through third-parties.
(D) Service Period
2.8 The minimum duration of the Service Period is twelve (12) months. Service Period starts on the Effective Date, and ends on the date that corresponds to the expiry of the agreed Service Period. If the month in which the Service Period expires does not contain the date that matches the Effective Date, Service Period shall expire on the last day in that month.
2.9 Unless otherwise specified in the Order, Service Period will automatically renew at the end of the current Service Period. Renewed Service Period will be by default for the same duration as the current Service Period and it will include all active additional Services with the prices that were in effect forty-five (45) days prior to the expiry of the current Service Period. If you wish to stop using our Services, you may discontinue automatic renewal option by informing us at least thirty (30) days before the expiry of the current Service Period. You may not cancel the Service Period you already paid for. We do not offer any refund in case you want to cancel your use of the Services. If you want to discontinue using our Services you may do so only by cancelling auto renewal, in which case you will be able to use the Services until the end of the current Service Period.
(E) Acceptable Use
(i) send or otherwise post unauthorized commercial communications (such as spam) through the Services;
(ii) upload viruses or other malicious code;
(iii) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;
(iv)take any action creating a disproportionately large usage load on our Services unless expressly permitted by Lynton;
(v) communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;
(vi) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the website
2.11 You understand and agree that you will not, in public or in private, make any false, disparaging, derogatory, or defamatory statement, online or otherwise, to any person or entity including but not limited to any media outlet, industry group, financial institution or our current or former client, regarding us or our business affairs, business prospects, or financial condition. You further understand and agree that you will not make any negative statement or review about us or our services, even if such statements or reviews are true at the time of their making, prior to providing us with a reasonable option to resolve or amend the cause for the negative statement or review.
(G) Customer Information
2.12 When ordering our Services, Customers are required to provide true, accurate, current and complete information about themselves as prompted by the Order form or as required by the nature of the Service. You agree to update your information should there be any changes, in order to keep information on record true, accurate, current and complete. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Services or any part thereof. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.
2.13 If you provide us with your e-mail address, we may contact you using such contact information, for any matters relating to the Services (Service e-mails). These e-mails do not constitute “unsolicited commercial e-mail advertisements” and you are not able to opt-out of receiving them. You may opt-in to receive e-mails about news, promotions, special offers and or other topics of interest related to the Lynton and our affiliates (Promotional e-mails). You may choose to stop receiving these promotional e-mails at any time by following the instructions contained in Promotional e-mails.
(I) Support Service Level Agreement
2.15 While every effort is made to adhere to the times laid out in the plan, some issues require longer investigation, troubleshooting, and time to fix.
(i) Urgent - Fatal errors - that includes authentication errors, outage, agent down, etc. - 4 business hours
(ii) High - Business critical functionality is impacted - 1 Business Day
(iii) Medium - Business critical functionality is degraded - 2 Business Days
(iv) Low - General questions, general non-business critical issues, new field mappings, logic changes - 3 Business Days
(Note: Response times indicate the time to engagement, and not resolution)
2.16 The integration will be scheduled to run on a regular interval, such as every 5 minutes. If the integration takes longer to run than the interval schedule, these extended run times will cause sync delays. Sync runtime can be affected by factors in either environment, such as imports, mass updates, on-premise system performance, or large campaign activity. Lynton is unable to guarantee sync speeds. In the event of consistent speed issues, optimization options may be available for an additional cost.
(K) Warranties and Disclaimers
2.17 Mutual Warranties.Each Party represents and warrants that (i) it has the power and authority to enter into and fully perform this Agreement; and (ii) the performance by such Party of its obligations and duties hereunder will not violate any agreement to which such Party is bound.
2.18Lynton Warranties. Lynton hereby warrants that: (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Services will perform materially in accordance with the Documentation under normal use and circumstances; and (iii) it will perform all Professional Services in a good and workmanlike manner. In the event Customer believes that Lynton is in violation of its limited performance warranty, Customer shall notify Lynton and Lynton shall use reasonable commercial efforts to correct any error or defect. This will be the sole and exclusive remedy of Customer for Lynton's breach of the foregoing limited performance warranty.
2.19 Adverse Material Effect. For the purposes of these Terms, Adverse Material Effect shall mean any event, condition or change which materially and adversely affects or could reasonably be expected to materially and adversely affect the assets, liabilities, financial results of operations, financial conditions, business or prospects of either Party. Both Parties warrant to disclose to the other Party any Adverse Material Effect known to them prior to entering into this Agreement. Lynton hereby informs the Customer that, to the best of their Knowledge, (i) the conduct of the businesses of Lynton has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property of any other person; and (ii) to the Knowledge of Lynton, no Third-Party is infringing upon, violating or misappropriating any Lynton Intellectual Property. If the Adverse Material Effect on either Party is discovered during the term of this Agreement it shall give the right to the other Party to unilaterally terminate this Agreement with immediate effect and without any penalty.
2.20 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 2.17 AND 2.18, THE INTEGRATION SERVICES, THE DOCUMENTATION, AND THE PROFESSIONAL SERVICES, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, AND ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (i) LYNTON DOES NOT REPRESENT OR WARRANT THAT THE INTEGRATION SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (ii) LYNTON DOES NOT REPRESENT OR WARRANT THAT THE INTEGRATION SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
3. Proprietary Rights
3.1All Intellectual Property rights connected to the software or technology used with the Services are the sole property of the Lynton or is used under appropriate licenses or permissions. Nothing in this agreement shall be understood or intended for transfer of such Intellectual Property rights to you or any other Third-Party.
3.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Services provided by Lynton. Except as expressly permitted in these Terms, you may not: copy, modify or create derivative works based on the Services; distribute, transfer, sublicense, lease, lend or rent the Services to any third party; reverse engineer, decompile or disassemble the Services.
3.3 During the term of this Agreement, Customers may be required to provide or volunteer to provide certain Confidential Information to Lynton and Lynton may disclose certain Confidential Information to the Customers. Regarding such information both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any third party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
) and, where applicable, our Data Processing Agreement.
3.5 By using our services, you grant us the right to add your name and company logo to our customer list and website. Customer will provide Lynton with the file of the logo whose use is hereby authorized with the required dimensions and format, and Lynton shall use such file without altering in any manner the format, design and dimensions of the file. Customer shall be entitled to revoke the present authorization at any time and at its sole discretion with prior notice to Lynton in writing
4. Payment and Pricing
4.1 All prices for listed Services are available in the Order form. All prices are shown exclusive of VAT and other applicable taxes. You understand and agree that it is your responsibility to pay applicable taxes for your use of the Services.
4.2 When placing the Order for Services, you can choose the method of payment. If you are paying by credit card, you must provide valid and current information necessary to process the payment. You agree and authorize us to charge your credit card for all fees payable during your Service Period, including the out of scope Services as described in article 4.3. If you are paying against the invoice, you understand and agree that the amounts in the invoices are due 30 days from the invoice date, unless otherwise specified in the invoice.
4.3 Services described in article 2.4 may be subject to additional costs. These costs are calculated based on the hours/points worked while providing the out of scope Services. Lynton will issue an invoice for out of scope Services and will charge it automatically on the credit card you used for the payment of the Service Plan if available. If you paid Service Plan by means other than a credit card, you understand and agree that the amounts in the invoices are due 30 days from the invoice date, unless otherwise specified in the invoice.
4.4 Service Fee for the Services is calculated in the moment of placing the Order. Service Fee will not be affected by the Service price changes as described in article 4.7 of this Agreement. Service Fee is due immediately but may be paid in monthly or quarterly installments if specified in the Order. Service Fee may be changed during the Service Period only if you opt-in to additional Services. If the chosen additional Services are provided as a monthly cost you will only be charged for the months that are left in the Service Period. If the chosen additional Services are provided as a one-time cost you will be charged the full price of the additional Service regardless of the remaining period of the current Service Period.
4.5 If the auto renewal is in effect, we will issue you an invoice for the renewal of your Service Period no more than forty-five (45) days prior to the expiry of the current Service Period. Renewal invoice will include the Service Plan you chose in the initial Order plus all additional Services you opted-in during the Service Period, at prices that were in effect forty-five (45) days prior to the expiry of the current Service Period. If auto renewal is not in effect, the prices for any new Service Period will be calculated in accordance with the prices that are effective in the moment of placing the new Order. If you provided a card for the amount in the invoice at the expiry of the current Service Period unless auto-renewal is cancelled in the moment of processing of the payment.
4.6 If any invoiced amount is not paid by the due date, we reserve the right to charge an interest on the due amount at a rate of 1.5% per month or maximum allowed interest rate under the law, whichever is less.
4.7 Lynton reserves the right to change prices at any time and without notification. Such changes will not affect the Customer's current Service Period. Prices that were effective forty-five (45) days prior to the Service Period renewal will be applied for the payment of the renewed Service Period.
5. Third Party Services
5.1 The Services may be made available or accessed in connection with Third-Party services and content, such as HubSpot and similar, that Lynton does not control. You acknowledge that different terms of service and privacy policies may apply to your use of such Third-Party services and content.
5.2 Lynton shall in no event be responsible or liable for any product or service provided by the Third-Party over which Lynton does not have any reasonable control. For the purpose of this Agreement, Lynton will not have a reasonable control in the event that Lynton cannot freely choose the Third-Party which will provide the service, if such choice is made in accordance with the Customer’s recommendation or acceptance, or if the choice of Third-Party service provider is significantly limited by the market and no adequate substitute is reasonably available, such as for example, the choice of internet service provider.
6. Force Majeure
6.1 For the purpose of this Agreement Force Majeure Event shall mean any event arising that is beyond the reasonable control of the affected Party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
6.2 A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform its obligations under this Agreement shall forthwith notify the other, and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
7.1 Either party may terminate this Agreement immediately at any time by written notice to the other Party if the other Party:
- commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied;
- ceases (or threatens to cease) to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or
- is unable to pay its debts as they fall due, or is reasonably deemed unable to pay its debts; or
- has been subject to a Force Majeure Event continuously for more than 90 days.
7.2 Upon termination of this Agreement, Customer will not be able to use the Services. If the Agreement has been terminated for cause by Lynton, Customer shall be liable to pay to Lynton any outstanding fees and installments due for payment immediately. If the Agreement has been terminated for cause by the Customer, the Customer shall be entitled to the pro-rate refund of the fees paid to Lynton for any unused portion of the services. Refund will not be provided for the services provided in their entirety.
7.3 Either party may, at their sole discretion, terminate this Agreement with notice, and with immediate effect, without any refund in the event that the other party exhibits Unreasonable conduct. Unreasonable conducts include any action made by one party toward other party or any of their employees, agents, contractors or affiliates which causes said individuals’ discomfort, stress, or any kind of uneasiness not expected in normal business communications. Without excluding, Unreasonable conduct includes especially: verbal abuse; inappropriate language such as racist remarks or comments, sexual innuendo or insults; condescending or rude tone; violent or threatening language; excessive communication; contact through personal communication channels not used in business correspondence; contact outside of workplace such as on the street or at home; persistent unreasonable demands in spite of explanation that such requests are unreasonable; denial of documented evidence as factual; and persistent raising of unsubstantiated allegations. Lynton will attempt to remedy the situation with Client, including replacement of the offending person, before termination.
8.1 Each Party will indemnify, defend and hold harmless the other Party and their employees and affiliates, from and against any Third-Party 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 the indemnifying Party’s breach of their obligations under this Agreement or any of the listed warranties and guarantees. Indemnity obligation shall be activated provided that (y) indemnified Party promptly notifies the other Party in writing of the claim; and (z) indemnified Party gives the other Party full control, authority, information and assistance for the defense of same and all negotiations for any settlement or compromise, provided, however, that indemnifying Party shall not enter into any settlement that admits liability on behalf of the indemnified Party or that imposes obligations on the indemnified Party without the prior written consent of such indemnified Party. If indemnifying Party does not defend against or resist the claim within twenty (20) days after the notice (or such shorter time specified in the notice as circumstances may dictate), indemnified Party, in addition to any other remedies available, shall be free to investigate, defend, compromise, settle or otherwise dispose of the claim, and incur other costs in connection therewith, for the account and at the expense of the indemnifying Party, in such manner as indemnified Party deems in its best interest.
8.2 In no event shall the aggregate liability under this clause 7.1 exceed the amount of $1 Million USD (“Indemnity Cap”).
9. Limitation of Liability
9.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE LYNTON SERVICE IS TO STOP USING THE LYNTON SERVICES.
9.2TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY, THEIR EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL EITHER PARTY’S AGGREGATED LIABILITY EXCEED THE AMOUNT PAID TO LYNTONWEB, IF ANY, THE PAST TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
9.3 Lynton, its employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Services, or any errors, in or omissions from such information. Lynton is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Services, nor caused by the delay, malfunction of the operation or the availability of the Services.
10.1 Lynton may make changes or replace our Terms of Service Agreement at any time. We will post such changes, replacements and updates on our website and inform you about the changes through the proper communication channels and such change, replacement and update to our Terms of Service Agreement will take effect immediately upon posting. CHANGES TO THE TERMS OF SERVICE WILL NOT AFFECT ALREADY PAID SERVICE PERIOD. Changed Terms of Service shall apply to the current Service Period if the parties agree so in writing, otherwise changed Terms of Service shall apply to the renewed Service Period.
11. Governing Laws and Choice of Forum
11.1 This Agreement shall be governed by and construed under the laws of the State of South Dakota, USA, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in South Dakota by the South Dakota residents. You agree that if you have any dispute with Lynton you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the non-exclusive jurisdiction of the courts in the city of Sioux Falls, South Dakota.
12. Final Provisions
12.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms. The section titles in the Terms are for convenience only and have no legal or contractual effect. Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.