Hardware Terms of Sale

These Hardware Terms and Conditions (“Terms”) govern the sale of all hardware products, parts, and components (“Hardware”) by VSC Synapse LLC, its divisions, subsidiaries, and affiliates (“Synapse”) to any purchaser (“Customer”). For clarity, these Terms govern Hardware, embedded firmware, and any device-level software required to operate the Hardware. These Terms do not grant any rights to access or use Synapse’s SYO hosted software, gateway software, subscription services, or Field Apps, which (if applicable) are provided solely under a separate agreement between Synapse and Customer (the “SYO Master Subscription and Software License Agreement”). Any other downloadable or device-level software made available for use with the Hardware may be subject to a separate end user license agreement presented at the time of download or installation.

1. Definitions.

Capitalized terms used but not otherwise defined herein have the meanings given in the Master Subscription and Software License Agreement or any applicable end user license agreement governing software used in connection with the Hardware, solely for purposes of clarifying references between the agreements and without incorporating, expanding, or applying any subscription-based rights, service obligations, or other terms from such agreements into these Terms.

• “Affiliate” means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Customer.
• “Customer” or “you” means the company or legal entity for which you are accepting these Terms that purchases or otherwise acquires Hardware under an Order Form, and its Affiliates who enter into Order Forms solely with respect to Hardware purchased by such Affiliate (for each such Affiliate, solely with respect to Order Forms entered into by it and for so long as it remains a Customer Affiliate).
• “Device Data” means telemetry, diagnostic codes, and other data generated by the Hardware or through operation of the Services. As between the Parties, Synapse owns all right, title, and interest in Device Data.
• “Documentation” means user guides, technical documentation, specifications, and other instructional or informational materials made available by Synapse relating to the Hardware, Firmware, or Device Software.
• “Equipment” means the vehicle, equipment, asset, building, structure, cabinet, enclosure, or other item into which Hardware is installed or with which Hardware interfaces.
• “Field Apps” means one or more Synapse mobile applications that may be used in connection with the Hardware. Field Apps are not licensed under these Terms and, if applicable, are governed solely by the SYO Master Subscription and Software License Agreement or a separate end user license agreement made available with such application.
• “Firmware” means software embedded in, pre-installed on, or otherwise running directly on the Hardware, including any updates, patches, bug fixes, or modifications provided by Synapse for use solely with such Hardware.
• “Hardware” means Synapse’s hardware devices, including physical gateway devices, signal monitors, accessible pedestrian signal controllers, pedestrian pushbuttons, power management devices, cameras, sensors, controllers, vision systems, and related accessories or components, and any hardware improvements, modifications, or replacements provided by Synapse.
• “Hosted Software” means Synapse’s cloud-hosted centralized management platform that may be made available to Customer under the SYO Master Subscription and Software License Agreement. Hosted Software is not licensed or provided under these Terms.
• “Local Device Data” means data, configuration settings, labels, annotations, files, or other information intentionally input or uploaded by Customer personnel and stored locally on the Hardware. Local Customer Data does not include Device Data. If Local Customer Data is transmitted to or made available through Hosted Software under the SYO Master Subscription and Software License Agreement, such data will be treated as “Customer Data” under that separate agreement from the time of such transmission.
• “Non-Synapse Products” means any third-party or Customer-provided applications, systems, equipment, hardware, software, or services that interoperate, integrate, or exchanges data with the Hardware.
• “Order Form” means a Quote and corresponding Purchase Order accepted by Synapse that sets forth the Hardware and/or Professional Services being purchased, quantities, and pricing. A Customer Affiliate entering into an Order Form is bound by these Terms solely with respect to such Order Form, and Customer and such Affiliate are jointly and severally liable thereunder.
• “Party” means Synapse or Customer, as applicable, and “Parties” means Synapse and Customer collectively.
• “Products”  means the Hardware and Professional Services. Products do not include Hosted Software, Field Apps, subscription services, or any Non-Synapse Products.
• “Professional Services” means training, consulting, installation assistance, configuration, or other services provided by Synapse in connection with Hardware, as described in an Order Form.
• “Purchase Order” means a purchase order issued by Customer for Hardware or Professional Services and accepted by Synapse. A Purchase Order is effective only upon Synapse’s acceptance and is subject to these Terms and any applicable Quote.
• “Quote” means a written quotation issued by Synapse describing Hardware and/or Professional Services, pricing, and quantities.
• “Synapse Software” means the Firmware and any device-level software provided by Synapse for installation on or operation of the Hardware, including any updates, upgrades, patches, or modifications thereto. For clarity, Synapse Software does not include any hosted software, gateway software, subscription services, or Field Apps governed by the Master Subscription and Software License Agreement.
• “Taxes” means any sales, use, excise, value added, goods and services, withholding, import, export, customs, duties, tariffs, assessments, fees, levies, or other governmental charges, in each case excluding taxes based on Synapse’s net income.
• “Terms” means these Hardware Terms and Conditions, as amended.
• “Usage Data” means anonymized, de-identified, aggregated, or statistical information derived from Customer’s use of Hardware or Professional Services, provided that such information does not identify Customer or any individual.

2. Agreement to Terms.

By executing a Quote, Purchase Order, Order Form or other contract that references these Terms, by purchasing Hardware from Synapse or an authorized reseller, or by otherwise accepting delivery of or using the Hardware, whichever occurs first, Customer agrees to be bound by these Terms.

If an individual accepts delivery of or uses the Hardware on behalf of a company or other legal entity, such individual represents and warrants that he or she has the authority to bind that entity to these Terms, and all references to “Customer,” “you,” or “your” refer to that entity.

If Customer has entered into a separate written agreement with Synapse governing the purchase of the Hardware, these Terms will apply except to the extent expressly superseded by such written agreement. In the event of a conflict between these Terms and a separately executed written agreement signed by both Parties, the signed agreement will control.

Customer may not purchase or use the Hardware for the purpose of developing, manufacturing, or marketing products that directly compete with the Hardware without Synapse’s prior written consent.

3. Changes to Terms.

Synapse may update or modify these Terms from time to time by posting a revised version on its website or providing notice to Customer. Any such changes will apply prospectively to Hardware purchased after the effective date of the revised Terms, unless otherwise required by applicable law.

Continued purchase of Hardware after the effective date of the revised Terms constitutes acceptance of the updated Terms with respect to such future purchases.

4. License.

• Embedded Firmware and Device Software: All Hardware contains embedded Firmware and may require or include Device Software for operation. The Firmware and Device Software are licensed, not sold.
  
  Subject to Customer’s compliance with these Terms and payment of all applicable fees, Synapse grants Customer a limited, non-exclusive, non-transferable license to use the Firmware and Device Software solely as embedded in or installed on the specific Hardware unit with which it was provided, and solely for Customer’s internal business purposes in connection with the operation of that Hardware.
  
  The license granted for Firmware and Device Software is tied to the specific Hardware unit and may not be separated from, transferred independently of, or used on any other device.
  
  If Device Software is made available for download, installation, or update, such software may be subject to a separate end user license agreement presented at the time of download or installation, and Customer’s use of such software will be governed by that agreement.
  
  Except for the limited license expressly granted in this Section, no rights are granted in the Firmware or Device Software.
  
• Hosted and Subscription Software: Access to and use of any hosted software, gateway software, Field Apps, or other subscription-based services offered by Synapse in connection with the Hardware are governed exclusively by the Master Subscription and Software License Agreement or other applicable subscription agreement between Synapse and Customer.
  
  No license or right to access any hosted or subscription-based software or services is granted under these Terms. Access to and use of the Synapse Hosted Software and any related Services in connection with the Hardware are governed exclusively by the Hosted Software Agreement. No license or right to access the Hosted Software or Services is granted under these Terms.

5. Hardware Installation and Equipment Maintenance.

Customer is solely responsible for installation of the Hardware and for ongoing inspection, maintenance, and servicing of any Equipment into which the Hardware is installed.

Customer shall install and use the Hardware in accordance with applicable Documentation, specifications, and any warranty requirements. Depending on the Equipment and intended use, professional installation or maintenance may be required.

If Customer does not possess the requisite expertise to safely install or maintain the Hardware, Customer agrees to engage qualified professionals. Improper installation, configuration, maintenance, or use of the Hardware may result in Equipment damage, property damage, personal injury, or death. Synapse is not responsible for damages or losses arising from improper installation, maintenance, or use of the Hardware.

6. Hardware and Firmware Updates.

General. Synapse may from time to time develop and make available updates, patches, bug fixes, performance improvements, or enhancements to Firmware or Device Software (collectively, “Updates”).

Updates may be delivered automatically, remotely, or through installation by Customer, depending on the Hardware design. Customer agrees that Synapse may implement Updates that are reasonably necessary to maintain security, functionality, regulatory compliance, or performance of the Hardware, Firmware, or Device Software.

To the extent Updates materially degrade core functionality of the Hardware, Synapse will use commercially reasonable efforts to provide notice in advance.

Nothing in this Section obligates Synapse to develop or provide any particular Update unless otherwise expressly agreed in writing.

7. Prices, Payment, Shipping, and Delivery.

• Pricing: Pricing for Hardware will be as set forth in the applicable Quote or Order Form. Synapse may amend or update any published price list from time to time in its discretion; however, such amendments will not affect pricing set forth in an accepted Quote or Order Form. Any published price list is for reference only and does not create binding pricing unless expressly incorporated into a Quote or Order Form. Unless otherwise stated in the applicable Order Form, pricing excludes freight, transportation, insurance, Taxes, duties, tariffs, port handling fees, customs charges, and similar costs, all of which are the responsibility of Customer.
• Payment: Unless otherwise set forth in the applicable Order Form: (i) payment is due within thirty (30) days from invoice date, subject to approved credit, (ii) late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and (iii) all amounts are payable in U.S. dollars. Synapse retains a purchase money security interest in the Hardware until payment in full has been received. Customer agrees to execute reasonable documentation requested by Synapse to perfect such interest where applicable. If Customer submits payment without designating the applicable invoice, Synapse may apply such payment to any outstanding invoice.
• Taxes: Customer is responsible for all applicable sales, use, value-added, withholding, or similar taxes arising from the purchase of Hardware, excluding taxes based on Synapse’s net income. If Synapse is legally required to collect or remit Taxes on Customer’s behalf, Synapse may invoice such Taxes and Customer shall reimburse Synapse accordingly.
• Order Cancellation: NCNR. Orders may not be canceled, rescheduled, or modified without Synapse’s prior written consent. Synapse may designate certain Products or orders as non-cancelable and/or non-returnable (“NCNR”), including without limitation custom, configured, special-order, or build-to-order Products, or any Products identified as NCNR in the applicable Quote or Order Form. Customer remains responsible for full payment of all NCNR Products notwithstanding any attempted cancellation, return, or modification.
• Shipment and Delivery: Unless otherwise agreed in writing by Synapse, all deliveries are Ex Works (Incoterms 2020) Synapse’s designated shipping facility (the “Delivery Point”). Title to and risk of loss of the Hardware pass to Customer upon Synapse’s delivery of the Hardware to the carrier at the Delivery Point. The carrier will be deemed Customer’s agent for purposes of shipment. Customer is responsible for all transportation costs, freight, insurance, duties, and other shipping-related charges from the Delivery Point. If the Hardware is damaged, lost, or stolen after delivery to the carrier, Synapse will be deemed to have fulfilled its delivery obligations. Any delivery dates provided by Synapse are estimates only, and Synapse will not be liable for delays in delivery. Synapse reserves the right to make partial shipments, and delay in delivery of any installment will not entitle Customer to cancel any remaining installments. Synapse may discontinue any Hardware at any time and may cancel any outstanding orders for discontinued Hardware upon notice to Customer.

8. Acceptance;Returns.

• Inspection and Acceptance. Customer shall inspect the Hardware promptly upon delivery and in any event no later than five (5) calendar days after delivery (the “Inspection Period”). Hardware shall be deemed accepted upon delivery to Customer or Customer’s carrier or agent at the Delivery Point unless Customer provides written notice of rejection during the Inspection Period in accordance with this Section. Any notice of rejection must describe the basis for rejection in reasonable detail. Failure to provide timely notice will constitute irrevocable acceptance. Customer may reject Hardware only if:
  • the Hardware is materially damaged in transit;
  • the Hardware materially fails to conform to the applicable Order Form; or
  • the shipment quantity is incorrect.
• Quantity Discrepencies: Customer must notify Synapse of any shipment quantity discrepancy within two (2) business days after delivery.
• Over-Shipments: In the event of an over-shipment, Customer may, within five (5) business days after receipt:
  • return the excess Hardware at Synapse’s expense; or
  • retain the excess Hardware, subject to adjustment of the applicable invoice.
    
    If Customer does not notify Synapse within such period, Customer will be deemed to have elected to retain and pay for the excess Hardware.
• Returns; RMA: Except for approved over-shipments or warranty returns, Hardware may not be returned without Synapse’s prior written authorization and compliance with Synapse’s return merchandise authorization (“RMA”) procedures then in effect. Eligible restock returns are subject to:
  • a restocking fee equal to twenty-five percent (25%) of the invoiced price;
  • return in original packaging; and
  • compliance with minimum package quantity requirements.
    
    The restocking fee does not apply to returns of excess Hardware resulting from Synapse error.
    
    Hardware not eligible for return will be returned to Customer freight collect.

9. Customer Data; Device Data.

• Customer Data. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer is solely responsible for the accuracy, legality, and content of Customer Data and represents and warrants that it has all necessary rights and permissions to provide and permit use of such Customer Data in connection with the Hardware. For clarity, Customer Data does not include Device Data.
• Device Data. As between the Parties, Synapse owns all right, title, and interest in and to Device Data. Synapse may collect, generate, use, process, analyze, and retain Device Data to develop, improve, support, secure, and operate its Hardware, Firmware, device-level software, and related offerings. If any Customer Data is transmitted to or accessed through a subscription-based offering governed by the SYO Master Subscription and Software License Agreement, such data will be treated as “Customer Data” under that agreement from the time of transmission.

10. Confidentiality.

• Definition: “Confidential Information” means any non-public technical, financial, or business information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that:
  • is marked or identified as confidential or proprietary at the time of disclosure; or
  • should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
    
    Synapse Confidential Information includes Hardware designs, Firmware, device-level software, technical documentation, specifications, pricing, and non-public roadmap information.
    
    Customer Confidential Information includes Customer Data and non-public information regarding Customer’s Equipment or operations.
    
• Exclusions: Confidential Information does not include information that the Receiving Party can demonstrate:
  • is or becomes publicly available through no breach of this Agreement;
  • was lawfully known to the Receiving Party without restriction prior to disclosure;
  • is lawfully received from a third party without breach of any obligation; or
  • is independently developed without use of or reference to the Disclosing Party’s Confidential Information.
• Obligations: The Receiving Party shall:
  • use the Disclosing Party’s Confidential Information solely to perform its obligations or exercise its rights under these Terms;
  • protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but no less than reasonable care; and
  • not disclose such Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.
• Compelled Disclosure: The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (to the extent legally permitted) it gives prompt notice to the Disclosing Party and reasonably cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or protective measures.

11. Proprietary Rights.

• Ownership: As between the Parties, Synapse and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Hardware, Firmware, device-level software, Documentation, and all improvements, modifications, and derivative works thereof. Customer acquires title only to the physical Hardware purchased under an applicable Order Form. All intellectual property rights in and to the Hardware and related software remain exclusively with Synapse and its licensors.
• Firmware and Device-Level Software: Firmware and any device-level software are licensed, not sold. Such software is protected by applicable intellectual property laws. Customer shall not remove, obscure, or alter any proprietary notices affixed to the Hardware or embedded in Firmware or device-level software.

12. Non-Synapse Products.

The Hardware may interoperate with Non-Synapse Products. Synapse does not control and is not responsible for the functionality, availability, or security of any Non-Synapse Products.

Customer assumes all responsibility and risk arising from its use of Non-Synapse Products or integrations. Customer shall defend and indemnify Synapse from third-party claims arising from Customer’s integration or use of Non-Synapse Products, except to the extent caused by Synapse’s breach of these Terms.

Non-Synapse integrations are provided “AS IS” and solely as a convenience.

13. Publicity.

Customer grants Synapse the right to identify Customer as a customer in marketing materials and website listings. Synapse shall not use Customer’s trademarks in a manner suggesting endorsement of specific products or services without Customer’s prior written consent. Upon written request, Synapse will cease future public use of Customer’s name, except where required for legal or regulatory purposes.

14. Term.

• Term: These Terms become effective upon the earliest of execution of an Order Form referencing these Terms, purchase of Hardware, or receipt or use of Hardware. These Terms remain in effect for so long as any Order Form remains active or Customer continues to possess or use the Hardware, unless earlier terminated in accordance with these Terms.
• Survival: Termination or expiration of these Terms does not relieve Customer of any accrued payment obligations and does not affect any rights or obligations that by their nature are intended to survive termination.

Without limiting the foregoing, the following Sections survive expiration or termination of these Terms: Section 9 (Customer Data; Device Data), Section 10 (Confidentiality), Section 11 (Proprietary Rights), Section 15 (Warranty and Warranty Disclaimers), Section 16 (Indemnification), Section 17 (Limitation of Liability), Section 19 (General Terms), and any other provision that by its nature should survive termination.

15. Warranty and Warranty Disclaimers.

• Limited Warranty: Synapse warrants that its “Synapse”-branded Hardware will be free from defects in material and workmanship under normal use for the warranty period specified in the applicable warranty documentation made available by Synapse (the “Limited Warranty”). The applicable Limited Warranty terms for the Hardware purchased by Customer are available on Synapse’s website or from a Synapse representative and are incorporated herein by reference solely for purposes of defining the scope and duration of the Limited Warranty. The Limited Warranty may vary by Hardware model or product line.
• Exclusive Remedy: Customer’s sole and exclusive remedy, and Synapse’s sole obligation, for breach of the Limited Warranty shall be as expressly set forth in the applicable Limited Warranty documentation.
• Warranty Disclaimers: EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 15(a), THE HARDWARE, FIRMWARE, AND ANY DEVICE-LEVEL SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNAPSE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Any hardware not manufactured by Synapse (“Third Party Products”) is provided AS IS, WHERE IS, AND WITH ALL FAULTS. Such Third Party Products may be subject solely to the original manufacturer’s warranty, if any.

Customer assumes all responsibility for use of the Hardware and for compliance with applicable installation, safety, and operational requirements.

16. Indemnity.

• Intellectual Property Indemnification: Synapse shall defend Customer against any third-party claim alleging that the Hardware, as delivered by Synapse and used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trademark, and shall pay damages finally awarded or agreed in settlement, provided that Customer:
  • promptly provides written notice of the claim;
  • allows Synapse sole control of the defense and settlement; and
  • reasonably cooperates at Synapse’s expense.

Synapse shall have no liability for claims arising from:

• modifications not made by Synapse;
• combination of the Hardware with Non-Synapse Products;
• use of a superseded version where an updated version was made available; or
• use not in accordance with the Documentation or these Terms.

If the Hardware becomes, or in Synapse’s reasonable opinion is likely to become, subject to an infringement claim, Synapse may, at its option:

• procure for Customer the right to continue using the affected Hardware;
• replace or modify the Hardware to make it non-infringing; or
• accept return of the affected Hardware and refund the depreciated purchase price.

This Section 16(a) states Synapse’s entire liability and Customer’s exclusive remedy for intellectual property infringement claims relating to the Hardware.

• Customer Indemnification: Customer shall defend, indemnify, and hold harmless Synapse and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claims arising out of or relating to:
  • Customer’s installation, use, operation, or maintenance of the Hardware in violation of these Terms or applicable law;
  • Customer’s combination of the Hardware with Non-Synapse Products; or
  • Customer’s gross negligence or willful misconduct.
• Indemnification Procedure: The indemnifying Party shall have sole control of the defense and settlement of any indemnified claim, provided that it may not settle any claim in a manner that imposes liability or material obligations on the indemnified Party without that Party’s prior written consent. The indemnified Party may participate in the defense at its own expense.

17. Limitation of Liability.

• No Consequential Damages: NEITHER SYNAPSE NOR CUSTOMER NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE HARDWARE OR DEVICE SOFTWARE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE HARDWARE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE HARDWARE OR DEVICE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
• Cap: EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, OR (ii) CUSTOMER’S PAYMENT OBLIGATIONS UNDER AN ORDER FORM, IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE HARDWARE OR DEVICE SOFTWARE EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC HARDWARE PRODUCT GIVING RISE TO THE CLAIM.
• Basis of Bargain: THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Dispute Resolution and Governing Law.

• US Law: If Customer is legally domiciled in the US or any other jurisdiction outside of Canada, these Terms, and any matters arising out of or relating to these Terms, shall be governed exclusively by the laws of the State of Texas and the federal laws of the United States of America, without giving effect to any conflict of laws principles thereof or to any rules of international law to the extent such principles or rules would require or permit the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (1980) will not apply to the interpretation or enforcement of these Terms.
• Canadian Law: If Customer is legally domiciled in Canada, these Terms, and any matters arising out of or relating to these Terms, shall be governed exclusively by the laws of the Province of British Columbia, Canada, excluding rules of international law that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (1980) will not apply to the interpretation or enforcement of these Terms.
• Arbitration: All disputes arising out of or in connection with these Terms shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one, duly designated by Synapse. The seat of arbitration shall be Victoria, British Columbia, Canada. The language of arbitration shall be English.

19. General Terms.

• Entire Agreement: These Terms, together with any applicable Order Form (including any applicable Quote expressly accepted by Customer), constitute the entire and exclusive agreement between Synapse and Customer regarding the Hardware and related subject matter and supersede all prior and contemporaneous oral or written understandings or agreements relating thereto.

Customer acknowledges that it has not relied upon any representation, warranty, statement, or assurance not expressly set forth in these Terms or an applicable Order Form. To the maximum extent permitted by law, Customer’s sole remedies for breach of any express warranty are those expressly set forth herein.

Any pre-printed, click-through, hyperlinked, or other standard terms contained in any Purchase Order, portal, onboarding form, or other Customer document are void and of no force or effect unless expressly agreed in a writing signed by both Parties.

If there is a conflict between an Order Form and these Terms, the Order Form controls. If a Purchase Order relates to a Quote issued by Synapse and accepted by Customer, the Quote controls over any inconsistent terms in the Purchase Order, and no additional or inconsistent terms in such Purchase Order will apply unless expressly agreed in writing by Synapse.

Any Purchase Order is issued solely for Customer’s internal administrative purposes and will not modify, supplement, or amend these Terms or any applicable Quote.

• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.
• Assignment: Customer may not assign or transfer these Terms, by operation of law or otherwise, without Synapse’s prior written consent. Any attempted assignment without such consent will be void. Synapse may assign these Terms without restriction. These Terms bind and inure to the benefit of the Parties and their permitted successors and assigns. Nothing in these Terms creates any third-party beneficiary rights.
• Notice: Any notices required or permitted under these Terms must be in writing and will be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by email to the contact information set forth in the applicable Order Form (or such other address as a Party designates in writing). Posting updated Terms on Synapse’s website constitutes notice of modifications under Section 3. No waiver of any right will be effective unless in writing and signed by the Party granting the waiver. A failure to enforce any provision is not a waiver of future enforcement.
• Export Restrictions: Customer shall not use, export, re-export, transfer, or otherwise make available the Hardware in violation of applicable export control or economic sanctions laws of the United States or any other applicable jurisdiction. Customer represents and warrants that it is not, and is not acting on behalf of, any person or entity that is the subject of U.S. sanctions or listed on any U.S. government restricted party list, including the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Denied Persons List or Entity List, the U.S. Department of State Debarred List, or any similar restricted parties list, unless authorized by the U.S. Government. Customer shall not export, re-export, or transfer the Hardware, directly or indirectly, for any prohibited end-use described in Part 744 of the U.S. Export Administration Regulations, including, without limitation, certain nuclear, chemical, biological weapons, missile, rocket system, or unmanned aerial vehicle end-uses.
• Technical Assistance or Advice: Technical assistance or advice offered by Synapse with respect to the use of any Hardware or in connection with Customer’s purchases may be provided at Synapse’s sole discretion and only as an accommodation to Customer. Synapse reserves the right to charge for any such technical assistance or advice at its discretion. Synapse shall have no obligation to provide any technical assistance or advice to Customer, and if any such assistance or advice is provided, it is provided solely at Customer’s own risk, without liability or responsibility on the part of Synapse, and shall not obligate Synapse to provide any further or additional assistance or advice. No statement, communication, or recommendation made by any of Synapse’s representatives in connection with the Hardware constitutes a representation or warranty, express or implied, and Customer acknowledges that it is not relying on any such statements except as expressly set forth in these Terms.
• Statute of Limitations; Jury Waiver: Any claim arising under these Terms must be brought within one (1) year after the claim accrues, except where prohibited by law. To the fullest extent permitted by applicable law, each Party waives any right to a jury trial in any action or proceeding arising out of or relating to these Terms, except where such waiver is prohibited by applicable law.
• Force Majeure: Neither Party will be liable or responsible, nor will be deemed to have defaulted under or breached these Terms, for any failure or delay in performing its obligations under these Terms due to an event of force majeure beyond such Party’s reasonable control, including acts of God, earthquake, flood, fire, natural disaster, war, hostilities, terrorism, civil disturbances, labor conditions, material shortages, epidemic or pandemic, governmental actions, embargoes, or failures of utilities, transportation facilities, communication systems, or internet service providers. The affected Party will use commercially reasonable efforts to mitigate the effects of the force majeure event and will resume performance as soon as reasonably practicable after the event ceases.
• Contact Information: If you have any questions about these Terms or Hardware, please contact Synapse at info@synapse-its.com.