Synergy SKY CONNECT Cloud Services Terms

1. Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with a party.

“Authorized User” means an employee, contractor, or other individual authorized by Customer to access or use the Service on Customer’s behalf.

“Customer Data” means data submitted to, stored in, transmitted through, or otherwise made available to the Service by or for Customer, excluding Service Usage Data.

“Documentation” means Synergy SKY’s then-current user, technical, and service documentation for the Service.

“Order Form” means an ordering document, quote, purchase order or purchase agreement referencing this Agreement.

“Service Usage Data” means technical logs, telemetry, diagnostic data, performance data, and usage metadata generated by or derived from operation of the Service, excluding Customer Data in identifiable form.

“Subscription Term” means the service term identified in the applicable Order Form.

2. Access Rights

Subject to Customer’s payment of applicable fees and compliance with this Agreement, Synergy SKY grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service and Documentation solely for Customer’s internal business purposes and in accordance with the Order Form, Documentation, and applicable usage limits.

The Service is provided as a hosted service. No ownership interest in the Service, software, or underlying technology is transferred to Customer.

3. Authorized Users and Account Responsibility

Customer may permit Authorized Users to access and use the Service solely on Customer’s behalf. Customer is responsible for:

• all acts and omissions of its Authorized Users;
• maintaining the confidentiality of credentials;
• controlling administrator access; and
• promptly notifying Synergy SKY of any unauthorized access or suspected compromise.

4. Permitted Use and Restrictions

Customer shall not, and shall not permit any third party to:

• sell, resell, sublicense, rent, lease, or make the Service available to third parties as a managed service, service bureau, hosted service, or similar offering unless expressly authorized in writing by Synergy SKY;
• reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source code, underlying ideas, or non-public aspects of the Service, except to the extent such restriction is prohibited by law;
• interfere with or circumvent usage controls, access restrictions, or security protections of the Service;
• use the Service in violation of applicable law, export controls, sanctions, or third-party platform terms; or
• use the Service to transmit malicious code or engage in fraudulent, abusive, or unlawful activity.

5. Third-Party Services and Dependencies

The Service may interoperate with third-party platforms, APIs, identity providers, calendaring systems, conferencing providers, networks, certificates, and customer-managed infrastructure. Customer acknowledges that certain features and service performance may depend on such third-party services and Customer’s own environment.

Synergy SKY is not responsible for third-party outages, policy changes, API deprecations, compatibility changes, certificate issues, or service disruptions caused by third-party providers or Customer-controlled systems.

6. Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Synergy SKY and its subprocessors a limited right to process Customer Data as necessary to provide, secure, support, maintain, and improve the Service, and as otherwise described in the applicable Order Form, Data Processing Agreement, and privacy documentation.

Customer represents and warrants that it has all rights and permissions necessary for Synergy SKY to process Customer Data in accordance with this Agreement.

7. Service Usage Data

Synergy SKY may collect and use Service Usage Data to operate, support, secure, monitor, analyze, and improve the Service, and to create aggregated and de-identified statistics, analytics, and benchmarks, provided such information does not identify Customer or any individual.

8. Security

Synergy SKY will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data from unauthorized access, use, alteration, or disclosure.

Customer is responsible for its own devices, endpoints, accounts, identity systems, networks, certificates, integrations, and all customer-controlled infrastructure.

9. Fees and Renewal

Customer shall pay the fees set forth in the applicable Order Form. Unless otherwise stated in the Order Form, the Subscription Term will end on the expiration date set forth in the applicable Order Form and will not renew automatically. Any renewal or extension of the Subscription Term must be expressly agreed by the parties in writing. For clarity, Customer’s right to access and use the Service ends upon expiration of the applicable Subscription Term unless the parties have executed a renewal or extension in writing.

Except as expressly stated otherwise, fees are non-cancelable and non-refundable.

10. Usage Limits and Overage

Customer’s use of the Service is subject to the usage limits, licensed endpoints, rooms, devices, concurrent calling limits, or other commercial metrics stated in the applicable Order Form.

Synergy SKY does not charge for isolated, temporary, or incidental usage spikes. However, if Customer repeatedly, materially, or systematically exceeds the applicable usage limits, Synergy SKY may notify Customer of such excess usage and require Customer to purchase additional capacity, move to an appropriate service tier, or otherwise adjust the applicable subscription to reflect actual usage.

Unless otherwise stated in the applicable Order Form, excess usage will be considered repeated, material, or systematic if Customer exceeds the applicable usage limit on three or more calendar days in any rolling seven-day period, six or more calendar days in any rolling thirty-day period, or otherwise demonstrates a recurring pattern of operating above the contracted usage level.

If excess usage continues after notice from Synergy SKY, Synergy SKY may invoice Customer for the applicable overage, upgraded service capacity, or true-up amount.

Synergy SKY may suspend the affected portion of the Service if necessary to address abuse, fraud, security risk, or material ongoing non-compliance.

Synergy SKY’s usage records will control absent manifest error.

11. Support and SLA

Synergy SKY will provide support in accordance with the support terms identified in the Order Form or applicable support documentation.

Any uptime commitment, service credit, or support response target applies only if expressly set forth in an applicable SLA.

12. Changes to the Service

Synergy SKY may update, modify, or enhance the Service from time to time. Synergy SKY will not materially reduce the core purchased functionality of the Service during the applicable Subscription Term, except where necessary for security, legal, regulatory, or third-party dependency reasons.

13. Limited Warranty

Synergy SKY warrants that the Service will substantially conform to the applicable Documentation for ninety (90) days following the date the Service is first made available to Customer for production use under the applicable Order Form.

This warranty does not apply to the extent any non-conformity results from:

• Customer’s misuse of the Service;
• use of the Service contrary to the Documentation;
• issues caused by Customer’s network, hardware, endpoints, identity systems, certificates, or third-party services;
• trial, beta, proof-of-concept, evaluation, or no-fee offerings; or
• modifications to the Service made at Customer’s direction or through unauthorized means.

Synergy SKY will use commercially reasonable efforts to provide the Service free of malicious code designed to materially disrupt the Service.

14. Exclusive Remedy

Customer’s exclusive remedy, and Synergy SKY’s sole obligation, for breach of the warranty in Section 13 is that Synergy SKY will use commercially reasonable efforts to correct the non-conformity. If Synergy SKY is unable to correct the non-conformity within a reasonable period, Synergy SKY may, at its option, terminate the affected Service and refund the prepaid fees allocable to the remaining unused portion of the affected Subscription Term.

15. Disclaimer

Except as expressly stated in this Agreement, the Service is provided “as is” and “as available,” and Synergy SKY disclaims all implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Synergy SKY does not warrant that the Service will be uninterrupted or error-free, that all defects will be corrected, or that the Service will remain compatible with all third-party platforms or customer environments.

16. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data.

Synergy SKY’s aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer for the affected Service during the twelve (12) months preceding the event giving rise to the claim.

Nothing in this Agreement limits liability that cannot be limited under applicable law.

17. Suspension

Synergy SKY may suspend access to all or part of the Service upon notice if:

• Customer’s use poses a security risk;
• Customer is using the Service unlawfully or fraudulently;
• Customer materially exceeds usage limits and fails to cure where cure is practicable; or
• Customer fails to pay undisputed fees after notice and opportunity to cure.

Synergy SKY will use commercially reasonable efforts to limit any suspension to the minimum scope and duration reasonably necessary.

18. Term and Termination

This Agreement remains in effect until all Order Forms have expired or been terminated.

Either party may terminate an affected Order Form or this Agreement for material breach if the other party fails to cure within thirty (30) days after written notice, except that Synergy SKY may terminate sooner for unlawful use, material security abuse, or uncured payment default.

Upon expiration or termination, Customer’s right to access and use the affected Service ends, and Synergy SKY will handle Customer Data in accordance with the applicable DPA and retention/deletion procedures.

19. Intellectual Property

Synergy SKY and its licensors retain all right, title, and interest in and to the Service, Documentation, Service Usage Data, and all related intellectual property rights. No rights are granted except as expressly stated in this Agreement.

20. Government and Export

The Service and Documentation are commercial items and commercial computer software documentation. Each party will comply with applicable export control and sanctions laws.

21. Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties agree that the state and federal courts located in Delaware will have exclusive jurisdiction and venue over any such dispute, claim, or controversy, and each party irrevocably submits to the personal jurisdiction of those courts; provided, however, that either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction.