1. Terminology

In these Terms and Conditions the following terms shall have the stated meaning unless expressly noted otherwise or context denotes an alternate meaning:

• ‘Syndy’: the private limited liability company Syndy B.V., trading under the name of Syndy, registered at the Amsterdam (Netherlands) chamber of commerce (number: 50794779).
• ‘Platform’: the Platform/application that Syndy makes available for use, and/or other services (both online and/or offline) that Syndy provides, including but not limited to APIs, embeds and other off-site functionalities. The Platform can be used for data collection, data storage, data management, data creation, data enrichment and/or data publishing.
• ‘User’: private person(s), companies and/or agents who are utilising and/or holding rights of use for the Services offered by Syndy, in both paid and unpaid form.
• ‘Premium User’: users who have entered into a License Agreement with Syndy.
• ‘Content’: any media and/or text uploaded to Syndy’s Platform, edited by either Syndy or its Users.
• ‘Validated Content’: Content whose quality has been confirmed by the Supplier no more than 45 days ago. This is the highest level of Content quality available on Syndy.
• ‘License Agreement’: the agreement made between Syndy and the User that dictates, in combination with these Terms and Conditions, the terms under which the User can access the Platform.
• ‘API’: the Application Programming Interface provided by Syndy for retailers and third parties to connect with its database.

2. Applicability of these Terms and Conditions

2.1. By using the Syndy B.V.website at www.syndy.com or any part of the website ‘(the Site)’ or using any of the related services provides by Syndy B.V. (including, but not limited to, APIs, embeds, and other off-site functionalities, also referred to here as the “Services”), you are agreeing to these Terms and Conditions (“T&C”). You state that you have obtained the necessary authorization concur with these terms on the behalf of your organization. You also may be subject to additional guidelines, rules, policies, or other terms of service stated on the site. Syndy B.V. may, in its sole discretion, modify or revise these terms at any time, and you are agreeing to be bound by such modifications or revisions. Syndy B.V. will notify you of these changes by making the revised version available on the site, and an updated revision date will indicate that modifications have been made.

2.2. These T&C are applicable on all offers made by Syndy, and on all agreements concluded with Syndy.

2.3. These T&C apply to the exclusion of all other T&C of the (potential) User.

3. The Service

3.1. The service provided by Syndy specified here constitutes access to the online Platform for data collection, management, storage, enrichment, publishing.

3.2. Additional services, such as data capture, media creation, custom integrations, and copy translation can be carried out by Syndy upon the User’s request. Such services are governed by the T&C stated here and will be further detailed in a separate Work Order document, or in the License Agreement prior to the commencement of these Services.

4. Use types

4.1. Users: Subject to these T&C, Syndy grants the User a non-exclusive, non-transferable, and non-sub-licensable right to access the Syndy Platform. The platform is to be used solely for the User’s own business purposes.

4.2. Premium Users: subject to these T&C and the Licence Agreement, Syndy hereby grants the User a non-exclusive, non-transferable, and non-sub-licensable right to access the Syndy Platform and their Premium features contained therein. The Platform and its Premium functionalities are to be used solely for the User’s own business purposes, and solely for the duration of the agreed term of use, as stipulated under article 9 of the T&C and also in the License Agreement.

4.3. Registration & Passwords: to use some of the features on the Site or services, including the Syndy API, the User is required to create an account. Any required fields that are submitted as part of the registration process must be accurate and complete. The User is solely responsible for any activity that occurs on their account. The User must keep their password and/or API key confidential and agree to immediately notify Syndy of any unauthorized use of their account. Syndy reserves the right to close the User’s account at any time.

5. Ownership and Use of Content

5.1. The Syndy Platform allows Users to upload, submit, store, send, publish or receive content. The User retains ownership of any intellectual property rights held in their content. What belongs to the User prior to registration thus remains under the ownership of the User.

5.2. By uploading, submitting, storing, sending, publishing or receiving content through our Platform, the User gives Syndy and other Users of Syndy (unless specified otherwise in art. 5.4) a worldwide license to use, host, store, reproduce, modify, and create derivative works (such as those resulting from translations, adaptations or other changes made to enrich the content on our Platform). The User further has the right to communicate, publish, publicly perform, publicly display and distribute such Content.

5.3. The rights granted to the User in this license are for the limited purpose of operating, promoting, and improving Syndy Services, and for publishing Content to retailers. This license continues even if the User should stop using Syndy Services for any reason.

5.4. Private Content:

• 5.4.1. The User has two courses of action available, in order to prevent their content that has been uploaded onto the Platform becoming available to all Users: i) by placing it in ‘Draft’ or; ii) by Private Content Sharing to a single other  specified User.
• 5.4.2. In exception to art. 5.2 and art. 5.3 above, the rights and license granted to the User shall only apply to Syndy, and in the case of Private Content Sharing, the receiving User.

6. Rules of Conduct

Licensee is not permitted to use the service, the system, and/or the disk space for processes and/or acts in a way that conflicts with any applicable legal provisions, the guidelines of the Advertising Code Commission or these T&C. This includes, but is not limited to, the following processes and acts:

6.1. Spamming: the sending of large quantities of unsolicited e-mails with the same content and/or the unsolicited newsgroup posting of a message with the same content in large quantities on the Internet. Also included here is spam that is sent referencing a website, e-mail address, or other service offered by Syndy.

6.2. Committing an infringement on copyrighted works, or defying the intellectual property rights of any third parties.

6.3. Sexual intimidation or the harassing of the person(s) in any way.

6.4. Hacking: the accessing of other computers or computer systems on the Internet without having first acquired permission to do so.

6.5. Any other violation of (local) legislation or mandated industry guidelines.

In short, these terms are applicable to all Syndy’s products

7. Privacy

7.1. Syndy may collect information from and about the devices Users are using to access Services and Content. This may include IP addresses, the type of web browser and device, and any identifiers associated with these devices.

7.2. Syndy is always aiming to improve and protect its Services. With this in mind, Syndy may use technologies like cookies and pixel tags. Cookies permit us to carry out certain functions, such as remembering login details for the  User’s next visit, or following how Users are using our Services and Site. Users always have the option of setting browsers to not accept cookies.

7.3. Syndy may disclose User’s information to third parties if Syndy determines that such disclosure is reasonably necessary to (a) comply with the law; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of Syndy Services or our users, or (d) protect Syndy’s intellectual property rights.

7.4. Syndy may display account details such as the profile name and profile photo of its Users, as well as their recent actions taken, such as the validation of Content on Syndy or on any third-party applications connected to the Platform (by means of Retailer APIs, product reviews and/or posting of comments). They may display these User details also in ads and other contexts for commercial use.

8. Payment

8.1. Syndy shall invoice all Premium Users in advance on an annual basis.

8.2. Syndy shall invoice all additional Services on a monthly basis, or upon completion of the Service.

8.3. (Premium) Users shall make payments in full electronically, within 30 days after the invoice date to:

Syndy B.V.

Reference: Invoice Number

Bank name: ING BANK N.V.

Bank account number: 5634170

IBAN number: NL43INGB0005634170

BIC/SWIFT code: INGBNL2A

8.4. Syndy withholds the right to suspend, without redress of costs, and add on an administrative fee and collection costs, should the User fail to comply with the payment terms as stated above.

9. Term of license and Termination

9.1. For Premium Users:

• 9.1.1. The License Agreement is valid for a period of at least 12 months and will be extended by periods of 12 months at a time, unless Syndy or the licensee terminates the agreement at the end of the term, in observance of the notice period of one month.
• 9.1.2. The cancellation of a Premium License Agreement must be submitted in writing.
• 9.1.3. The licensee shall refrain from any direct or indirect use of the Premium Platform after the cancellation or termination of the license agreement

9.2. For non-Premium Users:

• 9.2.1. The license is valid for an unspecified period of time.
• 9.2.2. Syndy reserves the right, at its sole discretion, to cancel and/or limit access to the Platform and its Services.
• 9.3. As stipulated in article 5, termination of the account of a User or Premium User does not obligate Syndy or other Users to cease or cancel use of the content that has been provided by the User.

In short, these terms are applicable to all Syndy’s products

10. The Syndy API

The conditions for use of the Syndy API are detailed in Annex 1.

11. Ownership of the Platform: Proprietary Rights and Trademark

11.1. Nothing in these T&C or in any License Agreement shall be construed, interpreted or seen as a (partial) transfer of ownership of Syndy’s intellectual property to any other third party.

11.2. The Website. The visual interfaces, graphics, design, compilation, code, products, Services, and all other proprietary elements of the Site and Services provided by Syndy (the ‘Materials’) are protected by Dutch copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual proprietary rights and applicable laws. Except as otherwise stated here and on the Site, all information featured on the Site or services is the property of Syndy, its subsidiaries or affiliated companies, and/or third-party licensors. Except as expressly authorized by Syndy, the User must agree not to sell, sell access to, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the proprietary elements of the Syndy Site and Services.

11.3. Syndy Marks. All trademarks, service marks, and trade names are proprietary to Syndy, its affiliates, and/or third-party licensors. Except as expressly authorized by Syndy, the User may not use or display any mark, name, trade name, or logo appearing on the Site without the owner’s prior consent or other legal authorization.

11.4. Embeds, Syndication, API. Syndy hereby grants the User a limited license to use its marks in association with embeddable or syndicatable features of the Site or its services, or with uses of Syndy API, provided that the User’s use of such features: (a) does not alter or modify any brand features Syndy makes available for use through the API, (b) complies with Syndy its then-current brand usage policies, which Syndy reserves the right to revise at its sole discretion, and (c) complies with all other terms and conditions stated herein.

12. Feedback

Syndy is always happy to receive feedback. If a User submits feedback or suggestions about our Platform, we may implement these without obligation to the User.

13. Disclaimers: No Warranties

Syndy is not responsible for any inaccuracies in any materials or data displayed on the Site or within its services, regardless of the cause: whether attributable to Users or to Syndy B.V.’s systems. Syndy is not responsible for the conduct, whether online or offline, of any User of its Site or Services. Syndy assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, any communication with other Users.

Syndy is not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the internet or on the Site or a combination thereof, including any injury or damage to Users or to any person’s computer, related to or resulting from participation or the downloading of materials in connection with the Site or Services.

Under no circumstances shall Syndy be responsible for any loss or damage, including personal injury or death, resulting from use of its Site or Services, or from any content posted on the Site or transmitted to Users, or any interactions between Users of the Site or Services, whether online or offline. The Site and Services are subject to availability. Syndy expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.

Syndy makes no warranty that: (a) the services will meet the User’s requirements; (b) the services will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the results that may be obtained from the use of the services will be accurate or reliable.

14. Limitations of Liability

In no event shall Syndy be liable to the User or to any third party for any loss of profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from the User’s use of the Site or Services, even if Syndy has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to the User for any damages arising from the User’s use of the Site or Services (for any cause whatsoever and regardless of the form of action), will at all times be limited to 50€. The User understands and agrees that the download and upload of any material through Syndy is done at the User’s own discretion and that the User will be solely responsible for any loss or damage to their computer system or loss of data that may result in the download or upload of any material.

Syndy neither assumes nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision of the Site or Services. The limitations of liability provided in these terms of service serve Syndy, shareholders, affiliates and to all of our respective officers, directors, employees, attorneys, and agents, and, in each case, liability is limited to the fullest extent as permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the User, who may also have other legal rights that vary from jurisdiction to jurisdiction.

15. Indemnity

The User agrees to indemnify, defend and absolve blame from Syndy, shareholders, subsidiaries, affiliates, officers, directors, employees, agents, and advisors from and against any and all claims, demands, actions, costs, liabilities, losses, and damages of any kind (including attorneys’ fees) resulting from the User’s use of the Site or Services, including the API, provided hereunder by Syndy, any data the User may provide, any violations committed by the User of any applicable laws or regulations, and any breaches by the User of these T&C.

16. Severability

In the event that one or multiple provisions or requirements of these T&C are in violation of governing law, the validity of other provisions or requirements shall not be affected thereby and shall be enforced and remain in full force and effect. In the place of the null or invalid provisions, a suitable regulation shall apply which mirrors, as closely as possible, the intention of the parties and the economic result aimed for by them, in a legally effective way.

17. Waiver

The failure of Syndy to exercise or enforce any of the rights and/or provisions set out in the T&C and/or the License Agreement shall not constitute a waiver of set rights and/or provisions. Any waiver of any provision of these T&C shall only be effective if made in writing and signed by Syndy (Syndy); such partial waiver may be part of the License Agreement.

18. Governing Law and dispute resolution

18.1. These T&C shall be governed by the law of the Netherlands.

18.2. In the event of any dispute(s) between a (Premium) User and Syndy, both parties shall grant each other a minimum of 15 days to resolve the dispute(s), prior to seeking legal remedy. For the avoidance of doubt, this does not limit the unilateral rights of Syndy to suspend or limit access to the Platform for a specific User.

18.3. Any disputes existing between a (Premium) User and Syndy after the grace period (article 18.2) shall be presented to the competent court in Amsterdam, the Netherlands.

ANNEX 1: API usage

Users of the Syndy Application Programming Interface (“API”) are required to comply with this additional API License Policy (‘Policy’), in addition to the License Agreement and the T&C.

1. General

1.1. The User’s use of the API, including the collection, use, maintenance, and disclosure of User Data shall comply with all applicable laws, rules, and regulations and the terms of this policy, and any advertising, marketing, privacy, or other self-regulatory code(s) applicable to their specific industry.

1.2. The User must not undertake any action that constitutes unauthorized or unsolicited advertising, junk, or bulk e-mail. 1.3. Syndy reserves the right to make use of trademarks, content, images, logos, intellectual property, and other elements of the Site and services of API Users for marketing purposes.

2. Authorisation

2.1. The User must take commercially reasonable steps, compliant with applicable laws, rules, and regulations, to protect all data that they collect, obtain or access through the API, or any data that the user submits to the Syndy service through their own application and/or website (” Syndy Data”) and the User’s authentication key from unauthorized use, disclosure or access.

2.2. User must not give User’s authentication key to another party.

2.3. User must notify us immediately in the event of any unauthorized access to Syndy data, their authentication key, and/or their application or website.

3. Access/Use

3.1. The User will only request the data from Syndy that they need to operate their own application and/or website, and must make no further use of it and delete it when they have no such further use for it, including, without limitation, when a User has withdrawn consent.

3.2. Syndy expressly reserves the right to limit the number and/or frequency of API requests in its sole discretion. If Syndy reasonably believes that the User has attempted to exceed or circumvent the rate limits (including, without limitation, through mass-registering of applications), their ability to use the API may be temporarily or permanently blocked, with or without notice, and without Syndy liability to the User or any other persons.

3.3. Access to the API is currently provided for free, but Syndy reserves the right to charge for access to the API in the future, at its sole discretion. If Syndy does charge a fee for using the API or any feature thereof, the User does not have any obligation to continue their use of the API or the applicable feature.

3.4. The User is required to display all attribution information and any proprietary notices associated with the Syndy Data that they collect, obtain or access through the API, including without limitation data from third-party data providers.

4. Retention

4.1. The User may cache any data that they receive through the use of the API in order to improve their application’s and/or website’s User experience, but the User should try to keep the data up-to-date and must delete all old data. This permission does not give the User any rights to cached data.

4.2. The User may not cache or store any Syndy information (including tips and venue photos) for more than 4 days without refreshing.

4.3. The User may not cache a User’s raw check-in information for more than 24 hours without refreshing.

4.4. In no event may the User cache any data for more than 30 days.

4.5. If the User should stop using the API, or if Syndy disables User’s application and/or website, the User must delete all Syndy data.

4.6. The User must delete all data concerning a User that they have received from the API, should the other User asks them to do so, and the User must provide a simple and easily accessible mechanism for Users to make such a request. Syndy may require the User to delete data that the User has received from the API if the User should violate our terms. In the event that Syndy does, Syndy will have no liability to the User or any other persons.

5. No Transfer

5.1. The User will not directly or indirectly transfer any Syndy data, including User data or Syndy User IDs, too (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset, even if a User consents to such transfer or use. By “indirectly,” Syndy means that the User cannot; for example, transfer data to a third party who then transfers the data to an ad network. By “any Syndy Data,” Syndy means all data obtained through the use of the API, including aggregate, anonymous, or derivative data.

5.2. The User will not sell, rent, or transfer any Syndy data. If the User is acquired by or merge with a third party, the User may continue to use User data within their application and/or website, but the User may not transfer data outside of their application and/or website.

In short, these terms are applicable to all Syndy’s products

6. API Termination

The license to Syndy APIs under these terms continues until terminated by the User or Syndy. The User may terminate the license by discontinuing the use of the APIs. Syndy may terminate the license to the APIs without liability at any time for any reason, with or without notice. Additionally, the User’s rights to use the API will terminate immediately if the User should violate any of the terms and conditions herein. Upon expiration or termination of the license granted herein, the User will discontinue any and all use of the Syndy API. The User agrees that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video, or other materials (“Content”), made available publicly or privately, will be under the sole responsibility of the person providing the said content, or of the person whose User account is used. The Site editor will not be responsible to the User in any way for content displayed on this website, nor for any error or omission from it.