Terms of Service

1. Relationship to the Master Services Agreement (MSA)

This TOS is intentionally general. It governs baseline website, portal, and platform use for all visitors and customers. Where a Customer has executed a separate Master Services Agreement, Statement of Work (SOW), or Service Order with SynergyLynk (collectively, the "MSA") covering specific MSP or CSP services, the MSA contains the detailed commercial, operational, and service-specific terms — including without limitation billing and payment terms, service levels (SLAs), data retention and deletion schedules, confidentiality obligations, liability caps, indemnification, and termination provisions applicable to those services.

Order of precedence: in the event of any conflict or inconsistency between this TOS and an executed MSA, SOW, or Service Order, the MSA, SOW, or Service Order shall control with respect to the services it covers. This TOS otherwise continues to apply to general website and platform use not addressed in the MSA.

2. Scope of Services

SynergyLynk offers a range of managed IT, cloud infrastructure, and cybersecurity services, which may include:

The specific scope, deliverables, pricing, and service levels for any engagement are defined in the applicable MSA, SOW, or Service Order, not in this TOS.

3. Modifications to This Agreement

SynergyLynk may update this TOS from time to time. Material changes will be posted on synergylynk.com or communicated by email at least fifteen (15) days before taking effect. Continued use of the website or platform after the effective date of an update constitutes acceptance of the revised TOS. Changes to service-specific commercial terms are instead governed by the amendment process described in the applicable MSA.

4. Customer Responsibilities & Acceptable Use

Customer is responsible for:

Customer agrees not to use the Services to:

Any use that disrupts service for other customers — including excessive resource consumption, operating open mail relays, or hosting malware or illegal content — constitutes abuse and may result in warning, suspension, or termination as described in the applicable MSA or, absent an MSA, at SynergyLynk's reasonable discretion.

5. Intellectual Property

Customer represents that it owns or holds all necessary rights, licenses, and permissions for any content it uploads to or transmits through SynergyLynk systems, and may not store, host, or distribute copyrighted material without permission of the rights holder.

SynergyLynk retains all rights to its own software, tools, platform, trademarks, and intellectual property. Nothing in this Agreement transfers ownership of SynergyLynk intellectual property to Customer. Customer data and Customer intellectual property remain the sole property of Customer; SynergyLynk claims no ownership interest in Customer data.

6. Confidentiality

Each party may receive confidential or proprietary information of the other in connection with the Services. Each party agrees to protect the other's confidential information using reasonable care and to use it solely for purposes of the relationship. Detailed confidentiality obligations, including scope, exceptions, and duration, are set out in the applicable MSA and, where executed, any separate non-disclosure agreement.

7. Third-Party Providers

Certain Services are delivered in whole or in part through third-party platforms, including Microsoft Azure, Amazon Web Services, and Google Cloud Platform. These are subject to the applicable third-party terms and SLAs. SynergyLynk is not responsible for outages or failures caused directly by third-party providers, but will provide commercially reasonable notice of known third-party disruptions.

8. Service Levels

SynergyLynk targets industry-standard uptime and responsiveness for its managed infrastructure services. Specific, binding Service Level Agreements (uptime targets, response times, resolution times, and associated remedies) are defined in the applicable MSA or SOW. In the absence of an executed MSA, SynergyLynk will use commercially reasonable efforts to maintain availability, and scheduled maintenance will be communicated in advance where possible.

9. Disclaimer of Warranties

CUSTOMER EXPRESSLY AGREES THAT USE OF SYNERGYLYNK SERVICES IS AT CUSTOMER'S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SYNERGYLYNK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. ADDITIONAL OR DIFFERING WARRANTY TERMS MAY BE SET OUT IN AN EXECUTED MSA.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNERGYLYNK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

IN ALL CASES, SYNERGYLYNK'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SYNERGYLYNK IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP APPLIES AS THE DEFAULT BASELINE FOR ALL CUSTOMERS AND IS SUPERSEDED ONLY WHERE AN EXECUTED MSA, SOW, OR SERVICE ORDER EXPRESSLY STATES A DIFFERENT LIABILITY CAP OR REMEDY; IT IS NOT DISPLACED MERELY BY AN MSA'S SILENCE ON THE SUBJECT OF LIABILITY.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless SynergyLynk and its affiliates, officers, directors, employees, agents, and contractors from claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to Customer's use of the Services, Customer's violation of this Agreement or any third-party rights, content Customer stores, hosts, or transmits through the Services, or Customer's negligence or willful misconduct.

12. Security Incidents

SynergyLynk maintains reasonable administrative, technical, and physical safeguards designed to protect Customer data. In the event of a confirmed security breach affecting Customer data, SynergyLynk will notify affected Customers without undue delay and, where feasible, within seventy-two (72) hours, and will cooperate with Customer's reasonable investigation and notification obligations. Detailed breach response and notification procedures for a given engagement are set out in the applicable MSA. Customer remains solely responsible for compliance with breach notification laws applicable to its own business.

13. Billing, Cancellation & Termination

General billing, cancellation, suspension, and termination terms — including payment due dates, late fees, data retention following suspension or termination, and notice periods — are set out in the applicable MSA, SOW, or Service Order. Where no MSA governs a particular service, invoices are due upon receipt, either party may terminate on thirty (30) days' written notice, and SynergyLynk may suspend or terminate immediately for non-payment, violation of this Agreement, or conduct that endangers SynergyLynk's systems or other customers.

14. Force Majeure

Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or actions of governmental authorities, provided the affected party uses commercially reasonable efforts to resume performance.

15. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without SynergyLynk's prior written consent. SynergyLynk may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all its assets, upon notice to Customer.

16. Notices

Formal legal notices to SynergyLynk must be sent to [email protected] or to SynergyLynk's registered business address, with confirmation of receipt. Notices to Customer may be sent to the email or billing address on file. Routine operational communications may be sent via the client portal or standard email.

17. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of New Jersey and applicable U.S. federal law, without regard to conflict-of-law principles. Any dispute arising under this Agreement is subject to the exclusive jurisdiction of the state and federal courts located in Union County, New Jersey, and Customer waives any objection to venue there. Any claim must be filed within one (1) year of when it arises or is forever barred, except where a longer period is required by law.

18. Severability & Waiver

If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, with the remainder of the Agreement remaining in effect. Failure to enforce any right or provision is not a waiver of that right or provision.

19. Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between SynergyLynk and Customer. Neither party may bind the other without express written consent.

20. Entire Agreement

This TOS, together with SynergyLynk's Privacy Policy, constitutes the entire agreement regarding general website and platform use and supersedes prior representations on that subject. For MSP and CSP services, this TOS operates alongside — and is subordinate to, per Section 1 — the applicable executed MSA, SOW, or Service Order, which governs the specific services provided.