SYNQ TERMS OF SERVICE

Last Updated: 20 February, 2025

These Terms of Service (“Terms”) govern your access to and use of the SYNQ platform (including our website, mobile application, and any other related services, collectively the “Services”) operated by Tahoma Incorporated (“SYNQ,” “we,” “us,” or “our”). By creating an account or otherwise using our Services, you (“User,” “you,” or “your”) agree to these Terms. If you do not agree, you must not use our Services.

IMPORTANT NOTICE

• These Terms require the use of arbitration (rather than court trials or jury trials) to resolve disputes on an individual basis.
• These Terms include a class action waiver.
• These Terms incorporate disclaimers of warranties and limit our liability.
• The Services are intended for users 18 years of age or older.

1. DEFINITIONS

• “Attendee” or “Ticket Buyer”: A User who purchases or acquires tickets through the Services.
• “Organizer”: A User who creates, lists, or manages events through the Services.
• “User”: Any person or entity accessing or using the Services, whether as an Organizer, Attendee, or in another capacity.
  Note: The same User may act as both an Organizer and an Attendee.

2. ACCEPTANCE OF TERMS & MODIFICATIONS

1. Acceptance: By accessing or using the Services, you acknowledge and agree to be bound by these Terms and our Privacy Policy.
2. Modifications: We may update these Terms from time to time. Unless otherwise stated, changes take effect when we post them. Continued use of the Services after any update constitutes acceptance of the revised Terms.

3. ELIGIBILITY

1. Age Requirement: You must be 18 years of age or older to create an account or otherwise use the Services.
2. Compliance: You represent and warrant that you will comply with all applicable laws and regulations, including those regarding the collection, handling, and distribution of personal data.

4. ACCOUNTS & RESPONSIBILITIES

1. Account Creation: You may be required to create an account by providing accurate and current information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
2. Organizer Responsibility:
   • Refund Policies: By default, no refunds are provided by SYNQ. Organizers are free to set their own refund policies and are solely responsible for administering any refunds to Attendees.
   • Chargebacks: Organizers are responsible for any chargebacks related to their events. SYNQ may suspend or withhold payouts if fraud or excessive chargebacks are detected.
   • Event Cancellations: SYNQ is not liable if an event is canceled or postponed. Organizers are encouraged to obtain event insurance.
   • Data Import & Consent: If you import contact lists or personal data, you represent and warrant that you have obtained the necessary consents and you agree to indemnify SYNQ for any claims arising from unlawful data use.
3. Attendee Responsibility:
   • Ticket Use: You are responsible for complying with any additional event-specific terms, including age restrictions, dress codes, or venue rules.
   • Transfers & Resale: Tickets cannot currently be resold within our platform. If you choose to transfer or resell a ticket off-platform, SYNQ disclaims any liability arising from such transactions.

5. FEES & PAYMENTS

1. SYNQ Fees: We typically charge $1.00 + 10% per ticket sold (“Platform Fee”). We reserve the right to update our fees at any time, and will notify Organizers of changes through in-app messaging, email, or other channels.
2. Checkout Disclosure: Attendees will see the applicable ticket fees during checkout, in compliance with relevant disclosure laws.
3. Organizer Payouts:
   • Organizers receive payouts (minus our Platform Fees and any applicable payment processor fees) through our third-party payment provider (e.g., Stripe).
   • SYNQ may withhold or adjust payouts if fraud is suspected, or if refunds or chargebacks occur.
4. Tax Responsibilities: Organizers are responsible for determining and paying all applicable taxes. SYNQ may provide sales tax reporting tools (e.g., via Stripe), but the Organizer remains responsible for ensuring all required taxes are collected and remitted.

6. PROHIBITED CONDUCT

You agree not to engage in or facilitate any of the following prohibited behaviors:

1. Unlawful Activities
   • Using the Services to plan or promote events that violate any local, state, federal, or international laws.
   • Engaging in fraud, identity theft, money laundering, or other illegal activities.
2. Intellectual Property Infringement
   • Uploading content that infringes any third party's copyright, trademark, or other IP rights.
   • Using SYNQ's trademarks or branding without authorization.
3. Harassment, Hate Speech, and Abusive Conduct
   • Posting hateful, harassing, or abusive content targeted at individuals or groups, especially based on protected characteristics.
   • Encouraging violence or self-harm.
4. Sexually Explicit or Obscene Content
   • Uploading or distributing pornography or content violating obscenity laws.
   • Sharing sexual content involving minors or promoting sexual exploitation.
5. Unauthorized Ticket Resale or Scalping
   • Reselling or transferring tickets in a manner not permitted by SYNQ policies.
   • Using bots to purchase tickets in bulk for resale.
6. Spamming or Phishing
   • Sending unsolicited commercial messages in violation of anti-spam laws.
   • Attempting to obtain sensitive information through deceptive means.
7. Misuse of User Data / Privacy Violations
   • Uploading contact lists or personal data without lawful consent.
   • Failing to honor unsubscribe or opt-out requests, or harvesting personal data without authorization.
8. Circumventing Security or Platform Restrictions
   • Accessing data or features not intended for you.
   • Introducing viruses, malware, or other harmful code.
9. Misrepresentation & Impersonation
   • Impersonating any person or entity.
   • Creating fake or fraudulent events.
10. Interference with the Platform’s Operation
    • Disrupting normal platform operations or overloading the system with excessive requests.
    • Manipulating ticket prices, sales data, or analytics in a misleading manner.
11. Promoting Illegal or Dangerous Products/Activities
    • Advertising prohibited goods or services (e.g., illegal drugs, unauthorized firearms).
    • Encouraging or facilitating unlawful behavior.
12. Violation of Event or Venue Policies
    • Promoting events that do not comply with venue rules, permits, or safety regulations.
    • Endangering public safety or failing to obtain necessary approvals.

Account Suspension or Termination: We reserve the right to suspend or terminate any account engaged in prohibited conduct, at our sole discretion.

7. LICENSES & INTELLECTUAL PROPERTY

1. SYNQ Software & IP: All intellectual property rights in the Services, including our software, trademarks, and branding, are owned by or licensed to SYNQ. Except for the limited license to access and use the Services for legitimate purposes, no rights are granted.
2. User-Generated Content: By uploading any content (e.g., event listings, images) to the Services, you grant SYNQ a worldwide, non-exclusive, royalty-free license to display, distribute, and otherwise use your content for marketing, promotional, and operational purposes.
3. Organizer Software License (if applicable): Certain Organizers may be required to use specialized SYNQ software; this usage is under a license and does not convey ownership.

8. DATA PROTECTION & PRIVACY

1. Privacy Policy: Our Privacy Policy explains how we collect, use, and share personal information. By using the Services, you agree to the Privacy Policy.
2. Organizer Data Responsibilities: If you upload or import personal data (such as attendee contact lists), you represent and warrant that you have obtained lawful consent. You also agree to comply with applicable privacy laws. SYNQ may develop a Data Responsibilities Addendum, which will be incorporated by reference if made available.
3. No Guarantee of Compliance: SYNQ does not guarantee that use of the Services satisfies all legal obligations for your specific event(s). You are responsible for compliance with any data protection or privacy laws that apply to you.

9. DISCLAIMER OF WARRANTIES

1. “As Is”: The Services are provided on an “as is” and “as available” basis without warranties of any kind, whether express, implied, or statutory.
2. No Guarantee of Results: SYNQ does not guarantee any minimum ticket sales or event attendance.
3. Third-Party Content: We are not responsible for third-party content, links, or information accessible through the Services.

10. LIMITATION OF LIABILITY

1. No Indirect Damages: To the fullest extent permitted by law, SYNQ and its officers, directors, employees, agents, or affiliates are not liable for any indirect, incidental, consequential, special, or punitive damages, or for loss of profits or revenues.
2. No Liability for Events: SYNQ is not liable for any event disruptions, cancellations, injuries, or other damages associated with an Organizer's event, including force majeure or unforeseen circumstances.
3. Maximum Liability: In no event shall SYNQ's total liability exceed the fees paid to SYNQ by you in the three (3) months preceding the claim.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain damages; in such jurisdictions, the liability of SYNQ shall be limited to the greatest extent permitted by law.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless SYNQ, its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Services;
• Your breach of these Terms or any applicable law or regulation;
• Your events (if you are an Organizer), including claims related to event safety, refunds, personal data handling, or intellectual property; and
• Any allegations that the content you upload or share infringes a third party's rights.

12. DISPUTE RESOLUTION & ARBITRATION

1. Binding Arbitration: You agree that any dispute arising from or relating to these Terms or the Services shall be resolved through binding arbitration rather than in court, except for limited exceptions (e.g., small claims).
2. Arbitration Forum & Rules: The arbitration shall be administered by an established arbitration provider. The decision of the arbitrator will be final and binding, and any court with jurisdiction may enter judgment on the award.
3. Class Action Waiver: All claims must be brought on an individual basis, and you shall not participate in any class or representative action.
4. Opt-Out: You may opt out of binding arbitration within 30 days of first agreeing to these Terms by contacting us at support@getsynq.io. If you do so, neither you nor SYNQ can require the other to participate in arbitration.
5. Governing Law: These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. If, for any reason, a claim proceeds in court rather than arbitration, the choice of venue and forum shall be determined at SYNQ's discretion (or as otherwise stated in the final arbitration provision).

13. TERMINATION & SUSPENSION

1. Termination by SYNQ: We may suspend or terminate your account at any time, with or without notice, for violation of these Terms, suspected fraud, or any other reason at our sole discretion.
2. Appeals & Reinstatement: We may, at our sole discretion, offer you an appeals or reinstatement process, but we are not obligated to do so.
3. Effect of Termination: Upon termination, your right to access or use the Services will immediately cease. Sections relating to ownership, indemnification, liability limitations, and dispute resolution shall survive.

14. MISCELLANEOUS

1. Force Majeure: SYNQ will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control (e.g., natural disasters, war, terrorism, labor disputes).
2. Entire Agreement: These Terms, along with our Privacy Policy and any additional agreements referenced herein, constitute the entire agreement between you and SYNQ regarding your use of the Services.
3. Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
4. No Waiver: Our failure to enforce any right or provision under these Terms does not constitute a waiver of future enforcement of that or any other provision.
5. Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer these Terms.

15. CONTACT US

If you have any questions about these Terms or wish to contact us for any reason, please email us at:

SYNQ
(operated by Tahoma Incorporated)
Email: support@getsynq.io

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS.