Terms of Use

These Terms of Use ("Terms") are an agreement between you and Syntax Industries, Inc., a Pennsylvania corporation ("Syntax Industries," "we," "our," or "us"). They govern your use of this website, the Identity sign-in service, My Market, the Business Console, Side Kick and any related application, content or communication (together, the "Services").

By using the Services, signing in, or placing or accepting a quote or order, you agree to these Terms and acknowledge our Privacy Policy. If you use the Services on behalf of an organization, you agree on its behalf and confirm that you have authority to do so; "you" then includes that organization. If you do not agree, do not use the Services.

The Services are offered only to businesses, government agencies and other organizations, and to individuals acting for them. They are not offered to consumers for personal, family or household use. You must be at least 18 years old and able to form a binding contract.

• Accounts are issued at our discretion. If you sign up as a government buyer, you confirm that you are an employee or authorized representative of the agency whose email address you use. We may verify your eligibility and change, limit or remove access at any time.
• You sign in with links and codes sent to your email address, so you are responsible for keeping that mailbox secure. Do not share sign-in links, codes or sessions, and tell us promptly at legal@syntaxindustries.com if you believe your account has been used without your permission.
• You are responsible for activity under your account and for keeping your account information accurate. Your organization is responsible for the people it authorizes to act for it.

You agree not to, and not to help anyone else to:

• use the Services in violation of any law or regulation, or of anyone else's rights;
• access or try to access accounts, data or systems you are not authorized to use, or probe, scan or test their vulnerability, except as part of a disclosure we have authorized;
• interfere with or disrupt the Services, or send malware, spam or excessive automated traffic;
• copy, scrape or harvest content, pricing or data from signed-in areas of the Services, or resell or redistribute access to them;
• reverse engineer the Services, except to the extent the law allows despite this restriction;
• use the Services to build a competing product or to benchmark them for publication without our written consent;
• impersonate anyone, misrepresent your affiliation, or provide false information, including in a quote, order or bid;
• upload classified information, or controlled unclassified or export-controlled information, unless we have agreed in writing to receive it through a channel approved for it.

Product information. Catalog content, including descriptions, images, specifications, availability, lead times, country of origin, and compliance indicators such as Trade Agreements Act, NDAA Section 889, Section 508, EPEAT and California Proposition 65, comes largely from manufacturers and distributors. We work to keep it accurate, but it may contain errors and may change without notice. It is provided for convenience and is not a warranty. Confirm any requirement that matters to your purchase before you order, or ask us to confirm it on your quote.

Prices and quotes. Prices shown in My Market are estimates until they appear on a quote, and they may depend on your organization type and the contract vehicles you hold. A quote is valid until the date it states, and covers only the items, quantities and terms on it. Quotes are confidential to your organization, except where a public records law requires you to disclose them.

Orders. Adding items to a cart does not place an order. You place an order by accepting a quote with a purchase order number, or by issuing a purchase order that references our quote. An order is binding when we confirm it. Before we ship, we may decline or cancel all or part of an order because of an obvious pricing or catalog error, product unavailability, export or sanctions restrictions, or doubt about the buyer's eligibility or authority. If we do, we will tell you promptly and refund anything you have paid for the canceled items.

Payment and taxes. We invoice orders as stated on the quote or invoice. Payment is due on the terms stated there. Prices do not include taxes, duties or fees unless the quote says so. Tax-exempt buyers must provide valid exemption documentation.

Shipping, title and risk. Delivery dates are estimates. Unless your quote or contract says otherwise, title and risk of loss pass to you when the products are delivered to the ship-to address. Report damaged, missing or incorrect items within five (5) business days of delivery.

Returns and warranties. Returns are subject to our approval and to the return policies of the manufacturer and distributor, which may include restocking fees and exclude opened, special-order or non-returnable items. Products are made by third parties. We pass through to you all manufacturer warranties we are permitted to pass through, and those warranties are your remedy for product defects. Except as stated in your quote, your contract or this section, we do not make our own warranty for third-party products.

Order of precedence. If they conflict, the following documents control in this order: a signed contract or contract vehicle between you and us, the quote you accepted, and these Terms. Pre-printed terms on a purchase order or vendor registration form do not apply unless we agree to them in writing.

If you submit pricing or a bid through the Services, it is an offer that we may accept, decline or negotiate. Submitting it does not obligate us to award or purchase anything. You are responsible for its accuracy and for the products and services you offer, including their compliance with country-of-origin, supply-chain and other requirements stated in the opportunity. Any resulting purchase is governed by the purchase order or agreement we issue.

If you use the Services on behalf of a federal, state or local government entity:

• Any contract, contract vehicle or purchase order that governs our relationship with that entity takes precedence over these Terms. Any provision of these Terms that is unenforceable against that entity under applicable law does not apply to it. For U.S. federal entities, this includes the provisions on indemnification, governing law, arbitration, automatic changes to terms and confidentiality that would conflict with federal law or regulation (see, for example, FAR 52.212-4(u) and GSAR 552.212-4(w)).
• For U.S. federal entities, these Terms are governed by U.S. federal law, and disputes are resolved under the Contract Disputes Act where it applies.
• Our software and documentation are "commercial products" and "commercial computer software" and are provided to the government only with the rights stated in these Terms, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

You keep ownership of information and files you submit to the Services ("Your Content"). You give us a non-exclusive, worldwide license to host, copy, process and display Your Content as needed to provide the Services, fulfil your orders and requests, and meet our legal obligations. You confirm that you have the rights needed to submit Your Content and that it does not violate anyone's rights or the law.

If you send us suggestions or feedback, we may use them without restriction or compensation. This does not give us any rights in your confidential information or your other intellectual property.

The Services and their content, software, design, text, graphics and logos are owned by Syntax Industries or its licensors and protected by copyright, trademark and other laws. Subject to these Terms, we give you a limited, revocable, non-exclusive, non-transferable right to use the Services for your organization's internal business purposes. All other rights are reserved. "Syntax Industries" and our logos are our trademarks; do not use them without our written permission.

The Services include open-source software. Each open-source component is licensed under its own license, listed in our Open Source Notices, and nothing in these Terms restricts the rights those licenses give you in that component.

The Services refer and link to products, services and websites of other companies. We do not control them and are not responsible for them, and their own terms apply. Manufacturer, agency and certification names and logos belong to their owners and are used only to identify them. Their use does not imply endorsement.

Products, software and technical data available through the Services may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations and the International Traffic in Arms Regulations. You agree to comply with those laws. You will not export, re-export or transfer any item in violation of them, or to any prohibited destination, end user or end use. You confirm that you are not on, or owned or controlled by anyone on, a U.S. government restricted-party list.

We respect intellectual property rights and respond to notices of claimed infringement under the Digital Millennium Copyright Act. Send notices to our designated agent: Copyright Agent, Syntax Industries, Inc., Latrobe, Pennsylvania, United States; legal@syntaxindustries.com. Your notice must include:

• your physical or electronic signature;
• identification of the copyrighted work you claim is infringed;
• identification of the material you claim is infringing, and enough information for us to locate it;
• your contact information;
• a statement that you believe in good faith that the use is not authorized by the owner, its agent or the law; and
• a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act for the owner.

If material you posted was removed, you may send a counter-notice as the Act provides. We terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, A QUOTE OR A SIGNED CONTRACT, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT CONTENT IS ACCURATE, COMPLETE OR CURRENT. Content on the Services, including content produced with the help of automated or artificial intelligence tools, is general information and not legal, engineering, procurement or compliance advice.

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) SYNTAX INDUSTRIES AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR THE ORDER OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE, OR ONE HUNDRED U.S. DOLLARS (US $100).

These limits apply whatever the legal theory and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, such as liability for fraud, gross negligence or willful misconduct. Where a signed contract with you sets different limits, those limits apply instead.

To the extent permitted by law, you will defend, indemnify and hold harmless Syntax Industries and its officers, directors, employees and agents from claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from your misuse of the Services, Your Content, or your violation of these Terms, of law or of anyone else's rights. This section does not apply to a government entity that is prohibited by law from giving indemnification.

You may stop using the Services at any time. We may suspend or end your access, with or without notice, if you violate these Terms, if required by law, or to protect the Services or others. Orders we have already confirmed remain subject to their terms. Sections that by their nature should survive, including those on content, intellectual property, disclaimers, limitation of liability, indemnification and disputes, survive termination.

Governing law. Except as Section 7 provides for government users, these Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before starting arbitration, a party must send the other a written description of the dispute (to us at legal@syntaxindustries.com), and the parties will try in good faith to resolve it for thirty (30) days.

Binding arbitration. Any dispute that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will take place in Westmoreland County, Pennsylvania, or by video conference if the parties agree. The arbitrator may award any relief available in court under these Terms, and judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this agreement to arbitrate.

Exceptions. Either party may bring an individual claim in small claims court, and either party may ask a court for an injunction to protect its intellectual property or confidential information or to stop unauthorized access to the Services. This arbitration agreement does not apply to a government entity that is prohibited by law from agreeing to arbitration.

Venue. Any claim that is not subject to arbitration will be brought only in the state courts of Westmoreland County, Pennsylvania, or the United States District Court for the Western District of Pennsylvania, and both parties consent to those courts' jurisdiction.

No class actions; jury waiver. Disputes will be resolved only on an individual basis, not as a class, consolidated or representative action. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Time limit. To the extent permitted by law, any claim must be brought within one (1) year after it arises, or it is permanently barred.

We may update these Terms. We will post the updated Terms here and change the effective date above, and for material changes we will notify account holders by email or in the Services. Changes take effect when posted, except that they do not apply to orders already confirmed or to disputes already pending. If you continue to use the Services after a change takes effect, you accept the updated Terms.

• Entire agreement. These Terms, together with any quote, order or contract described in Section 5, are the entire agreement between you and us about the Services.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets, or as the law allows.
• Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control, including supply-chain disruption, carrier delays, natural disasters, labor actions, utility or internet failures, and acts of government.
• Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent allowed and the rest of these Terms remain in effect. Not enforcing a provision is not a waiver of it.
• Notices and electronic communications. We may give you notices by email to the address on your account or in the Services. You send legal notices to legal@syntaxindustries.com. You agree that electronic notices, records and acceptances satisfy any requirement that they be in writing.
• Relationship. The parties are independent contractors, and there are no third-party beneficiaries of these Terms.

Questions about these Terms: email legal@syntaxindustries.com, use our contact form, or write to Syntax Industries, Inc., Attn: Legal, Latrobe, Pennsylvania, United States.