BY ACCESSING OR USING SAFESYNX.COM OR THE SAFESYNX APPLICATION OR OTHERWISE INDICATING ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.
1.1 “Authorized User” means only you, the person granted a license to use Safesynx pursuant to these Terms.
1.2 “Confidential Information” means all confidential, proprietary, and/or nonpublic information of any kind, whether written or oral, relating to our business or operations, specifically including, without limitation all nonpublic information concerning our business, technology, Safesynx, services, internal structure, and strategies, including without limitation software, product development, product pricing product maintenance, source or object code, materials, documentation, proposals, designs, concepts, methodologies, inventions, developments, research programs, databases, referral sources, customers, prospective customers, inventions, developments, “know-how”, procedures, anything with a ‘confidential’ designation prior to disclosure, or anything which should be known or understood to be confidential or proprietary by an individual exercising reasonable judgment under the circumstances. “Confidential Information” shall not include information that is (1) available to the public other than by a breach of these Terms; (2) rightfully received from a third party not in breach of a contractual, fiduciary or other obligation of confidentiality; (3) known to you at the time of disclosure as evidence by your written records at the time of disclosure; or (4) solely to the extent produced in compliance with any law or court order, provided however that you give use reasonable notice that such Confidential Information is being sought by a third party so as to afford us the opportunity to limit or prevent such disclosure.
1.3 “Intellectual Property Rights” means all tangible legal rights or interests evidenced or embodied in any idea design, concept, technique, invention, discovery, or improvement, regardless of patent ability, as well as patents, application, trade secrets, know-how, any work of authorship, regardless of copyright ability, but including copyrights and any moral rights recognized by law, and any trademark trade name, service mark, and any other intellectual property, proprietary or similar rights, including goodwill pertaining thereto and in each case, on a worldwide basis.
1.4 “Safesynx” means our package of products, Platform, systems, and services, which are related to products sold or made available for sale in the United States, including, without limitation, and materials (including related documentation, content, and materials provided in conjunction therewith), including any changes, modifications, improvements, and enhancements (“Updates”) provided by us.
1.6 “Platform” means safesynx.com and the mobile application or any derivative websites or applications on which these Terms are posted.
2. Grant of License
2.1 Grant of License. Subject to this Terms, we grant the Authorized User a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Safesynx. The foregoing license to Safesynx shall be solely for your personal purposes and you shall not permit access to or use of your log in credentials to Safesynx to any other person.
2.2 Prohibitions. Under no circumstances may you modify, create derivative works based on, decompile, reverse compile, disassemble, or reverse engineer Safesynx, or any portion thereof, or grant any other person or entity the right to access to do so, without our advance written consent (except as specifically allowed under applicable copyright or other laws). Except as expressly authorized by these Terms, you shall not unbundle, sublicense, assign, transfer, display, distribute, rent, or lease Safesynx, or any portion thereof to any third party. You many not access or utilize Safesynx for competitive purposes or to develop software or services competitive with Safesynx
2.3 Reserved Rights. All rights not specifically granted to you hereunder are reserved by us.Nothing herein shall prevent us or our assigns from promoting, providing, licensing, or sublicensing use or access to Safesynx or providing any services to other parties.
2.4 Additional Software. Safesynx may include or incorporate software or content developed by third parties. Your use of such third-party software shall be subject to the terms and conditions of any third-party license agreements associated with such software or content,and you are solely responsible for your compliance with such terms and conditions.
3. OBLIGATIONS OF THE PARTIES
3.1 General Technological Obligations. As between us and you, you will have the sole responsibility for acquiring, installing, and maintaining your technology environment, software, and other equipment necessary to properly access and utilize Safesynx, and for any other costs and expenses incurred in operating, using, updating, maintaining, supporting, and servicing Safesynx. You shall establish adequate operational back-up systems and procedures to ensure recovery and continuity of such systems and operations in the event of a failure of Safesynx.
3.2 Authorized Use. You are responsible for ensuring that only you access and use Safesynx in accordance with the Terms, and that you do not make unauthorized use of Safesynx. Unauthorized use includes, without limitation, use of Safesynx to access websites or applications other than the Platform, alteration or modification of individual data or of any Safesynx configuration values from the originally delivered values, accessing Safesynx through any technology or means other than through the user account information provided to you by Safesynx, and any use of Safesynx or the information contained therein in violation of any applicable law or regulation. You shall use your best efforts to ensure that our Confidential Information and Intellectual Property Rights (defined below) are kept secure and protected from unauthorized access or disclosure.
3.3 Account Information. You shall be solely responsible for the security and confidentiality of any username or password granted to you to access Safesynx, and you shall use your best efforts to maintain the confidentiality of your password. You shall be solely responsible for any authorized or unauthorized access to Safesynx using your username and password, and any actions taken thereunder, including, but not limited to, such non-Authorized User’s failure to comply with this Terms.
3.4 Updates, Maintenance, and Support. Nothing herein requires us to create or develop any Updates or deliver any Updates to you. We make no representations or warranties regarding the Updates or the compatibility of any Updates. Any Updates so provided shall be licensed to you on the same terms as Safesynx is licensed pursuant to these Terms, and such Updates shall be deemed incorporated into Safesynx. During the term of theses Terms, we will provide you with the following Safesynx support services: (1) we will maintain email-based technical support queue and an electronic messaging system accessible via Safesynx from which you may report problems and send questions about Safesynx, (2) our personnel will monitor message requests for support on a regular, but not continuous, basis, and will use reasonable efforts to answer questions about use of Safesynx; and (3) we will use reasonable efforts to correct verifiable and reproducible errors in Safesynx reported by you. As used in these Terms, an “Error” is any failure of Safesynx to function in substantial conformity with the applicable Safesynx documentation provided by us. We may correct errors by making revisions to programming or by providing reasonable “work-around”solutions. We reserve the right to modify any Safesynx documentation if such documentation, in our sole determination, incorrectly describes Safesynx functions and may do so in order to resolve an error. We retain sole discretion to determine whether and when to make new releases available and the terms on which they will be made available to you. Support services provided under these Terms do not include on-site consultation, systems administration, facilities management, or customized programming support to resolve problems resulting from your equipment used to access Safesynx, resulting from modifications to Safesynx not made or authorized by us or resulting from the combination of or interface for Safesynx with other programming or equipment if the combination or interface has not been made by or approved by us. In addition, support is not provided under these Terms for any third-party software, hardware, or networks.
3.5 Compliance with Laws. You agree to comply with all applicable laws, rules, and regulations when using Safesynx. You will not use Safesynx in any unlawful manner, or for any unlawful purpose, or in any manner inconsistent with these Terms. You will not infringe on the Intellectual Property Rights of Allsynx or any third party in connection with your use of Safesynx. You may not use Safesynx in any manner which could damage, disable, overburden, or impair Safesynx or interfere with any other party’s use and enjoyment of Safesynx. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Safesynx.
4. TERM AND TERMINATION
4.1 Term and Termination. These Terms shall remain in effect until: (i) you provide Allsynx 30 days prior written notice of your intent to terminate these Terms and your license to access and use Safesynx; (ii) immediately upon a notice by Allsynx to you that your license and access to Safesynx has been terminated due to a breach of any of these Terms by you; or (iii) Allsynx, in its sole discretion, terminates your access to Safesynx and the related services or any portion thereof at any time, without notice.
.4.2 Consequences Upon Termination. Upon termination of the Terms for any reason, (1) your license to access and use Safesynx shall immediately and automatically terminate, (2) you shall cease all cease to and use of Safesynx, (3) you shall not thereafter use, advertise, or display any Safesynx Intellectual Property Rights, (4) you shall immediately return to us any other property, equipment, and materials provided to you by us (whether modified or unmodified), or immediately destroy such property to you buys (whether modified or unmodified), or immediately destroy such property at Allsynx’s sole option, and (5) upon our request, you shall certify to Allsynx, your compliance with this section in writing.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Allsynx Intellectual Property Rights. As between the parties, we shall have and retain sole ownership of all Intellectual Property Rights comprising Safesynx, as well as any Updates (collectively, the “Allsynx Intellectual Property Rights”). The limited license granted to you per Section 2.1 does not transfer title or any other interest in or to Safesynx or Allsynx Intellectual Property Rights, and you hereby disclaim any right, title, and interest that you may have or gain therein. You shall not contest or aid in contesting the ownership or validity of Allsynx Intellectual Property Rights or any applications or registrations relating thereto.
5.2 License Granted to Us by Authorized User. You hereby grant us and our assigns a perpetual, royalty-free, non-exclusive, worldwide, transferable, and sublicensable license to access and use all information, data, images, and property of any kind uploaded or contributed by you into Safesynx, excluding Personal Health Information (“Uploaded Data”) for any legal purpose related to Safesynx including the provision of services by us. You are and will remain the sole and exclusive owner of all right, title, and interest, in and to all Uploaded Data, including all the Intellectual Property Rights. Subject to the license granted herein, we will not take any actions or engage in conduct inconsistent with your ownership of the Uploaded Data.
YOU HEREBY REPRESENT, WARRANT, AND CERTIFY THAT YOU (1) ARE THE SOLE OWNER OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO SAFESYXN, AND/OR (2) HAVE BEEN GRANTED PERMISSION OR OTHERWISE AUTHORIZED BY APPLICABLE OWNER(S) OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO SAFESYNX. ADDITIONALLY, YOU HEREBY REPRESENT, WARRANT, AND CERTIFY YOU ARE NOT VIOLATING THE RIGHTS OF ANY THIRD PARTIES BY UPLOADING SUCH INFORMATION, DATA, IMAGES, OR PROPERTY.
5.3 Confidential Information. As a result of your access to Safesynx, you will have access to certain Confidential Information of ours. You shall maintain the secrecy of all such Confidential Information disclosed to you. You shall not use, disclose, or otherwise exploit any Confidential Information for any purpose not specifically authorized pursuant to these Terms; provided that, you may produce information solely to the extent to comply with any law, court, or administrative order. You shall use your best efforts to give us reasonable prior written notice to the extent possible and permitted by law that such Confidential Information is being sought by a third party so as to afford us the opportunity to limit or prevent such disclosure. All files, lists, records, documents, drawings, documentation, materials, specifications, equipment, and computer programs that incorporate or refer to any Confidential Information shall be returned, deleted, or destroyed by you promptly upon termination of these Terms.
5.4 Copyrights. All contents of Safesynx are: © 2020 Allsynx and/or its suppliers. All rights reserved.
5.5 Trademarks. Any trademarks owned or controlled by us, whether or not included in Safesynx, and any logos relating to the foregoing are trademarks or service marks of ours and our licensors (collectively, the “Allsynx Trademarks”) are our sole and exclusive property. For the sake of clarity, Allsynx Trademarks does not include any trademark, trade name, service mark, or logo located on products that are uploaded by you into Safesynx,and such trademarks, trade names, service marks, and logos shall remain the sole property of their respective owner(s).
5.6 Remedies. You agree that any breach of Sections 2, 3.2, or 5.1 – 5.3 will cause us irreparable injury and damage. You expressly agree that we shall be entitled to injunctive and other equitable relief to prevent such a breach, in addition to any other remedy to which we might be entitled. The parties waive the posting of any bond or surety prior to the issuance of an injunction hereunder. In the event a court refuses to honor the waiver of bond hereunder, the parties expressly agree to a bond in the amount of $100.00. All remedies for such a breach shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedy with respect to the subject matter hereof.
6. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
6.1 Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
Note: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING ALLSYNX THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF EMAIL ABUSE, AND PRIVACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
6.3 Notification. If you believe that your work was copied or posted on Safesynx in a way that constitutes copyright infringement, please contact our designated agent at: email@example.com.
6.4 Contents of Notification. If your content has not been posted to Safesynx previously, your notification must include the following information:
1. a description of the copyrighted work you claim to have been infringed. If you are not the owner of the copyrighted work, you must also include your electronic or digital signature as a person authorized to act on behalf of the copyright owner;
2. a description of where the material that you claim is infringing is located on our website;
3. information reasonably sufficient to permit Allsynx to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
4. a statement that you have a good faith belief that the dispute use of the material is not authorized by the copyright owner, its agent, or the law; and
5. a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Upon receipt of the written Notification containing the information as outlined in 1 through 5 above, Allsynx shall:
1. remove or disable access to the material that is alleged to be infringing;
2. forward the written notification to such alleged infringer, if the alleged infringer can be identified and their contact information obtained through reasonable efforts; and
3. take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
6.5 Counter Notification. To be effective, a Counter Notification must be a written communication provided to Allsynx’s Designated Agent that includes substantially the following:
1. a physical or electronic signature of the alleged infringer;
2. identification of the material that has been removed or to which access has been disabled and location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. the alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which Allsynx may be found, and that the alleged infringer will accept service of process form the person who provided notification or an agent of such person.
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, Allsynx shall:
1. promptly provide you, the complaining party, with a copy of the Counter Notification;
2. inform you that it will replace the removed material or cease disabling access to it within 10 business days;
3. replace the removed material or cease disabling access to the material within 14 business days following receipt of the Counter Notification, provided Allsynx’s Designated Agent has not received notice from you that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on Allsynx’s website.
7. PROTECTED HEALTH INFORMATION
7.1 Security. We intend to protect the privacy and provide for the security of individually identifiable health information (“Protected Health Information”) used or disclosed pursuant to these Terms in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104 191 (“HIPAA”), and regulation promulgated thereunder, including the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E (“Privacy Rule”) and the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Parts 160 and 162 and Part 164,Subparts A and C (“Security Rule”), the requirements of the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005, an any implementing regulations issued by the Department of Health and Human Services (“HITECH”), and other applicable federal and state laws and regulations. Each of the parties represent that, to the extent the services performed or provided hereunder involve the use or disclosure of Protected Health Information, it shall comply with all requirements and obligations under HIPAA, the Privacy Rule, the Security Rule, and HITECH (collectively, the “Healthcare Regulations”) applicable with respect to such Protected Health Information. We may use data and other information provided by you that is not uniquely identifiable Protected Health Information, including, but not limited to, quotations, case studies, reporting, and service improvements.
7.2 Business Associate Agreements. If we utilize a third party to provide a service on our behalf (other than a member of our workforce) or if we are acting on behalf of a covered entity to provide a service that involves creating, receiving, maintaining, or transmitting Protected Health Information for a function or activity regulated by the Privacy Rule, then we shall enter into business associate agreements in compliance with the relevant provisions of HIPAA which will contain satisfactory written assurance that the business associate will appropriately maintain the privacy and security of the Protected Health Information and fulfill HIPAA business associate obligations.
8. ALLSYNX DOES NOT PROVIDE MEDICAL ADVICE. The contents of the Platform, such as text, graphics, images, information obtained from our licensors, and other material contained on the Platform (“Content”) are for information purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on Safesynx!
9. LINKS TO THIRD PARTY SITES. Safesynx may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Allsynx and Allsynx is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Allsynx is not responsible for webcasting or any other form of transmission received from any Linked Site. Allsynx is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Allsynx of the site or any association with its operators.
10. USE OF COMMUNICATION SERVICES. Safesynx may contain bulletin board services, chat areas, news groups, forums, communities, personal webpages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Advertise or offer to sell or buy any goods or services for any business purpose unless such Communication Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.
Allsynx has no obligation to monitor the Communication Services. However, Allsynx reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Allsynx reserves the right to terminate your access to any of the Communication Services at any time without notice for any reason whatsoever.
Allsynx reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Allsynx’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Allsynx does not control or endorse the content,messages or information found in any Communication Service and, therefore, Allsynx specifically disclaims any liability regarding the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Allsynx spokespersons, and their views do not necessarily reflect those of Allsynx.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
11. MATERIALS PROVIDED TO SAFESYNX OR POSTED AT SAFESYNX. Allsynx does not claim ownership of the materials you provide to Safesynx (including feedback and suggestions) or post, upload, input or submit to Safesynx or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing, or submitting your Submission you are granting Allsynx, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Allsynx is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Allsynx’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
12. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALLSYNX AND ANY OF THE RIGHT LICENSED TO YOU HEREUNDER ARE PROVIDED BY US AND OUR ASSIGNS “AS IS.” YOU ASSUME ALL RESPONSIBILITY FOR SELECTION OF ANY PRODUCT OR SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE OF, AND RESULTS OBTAINED FROM SAFESYNX, OR ANY OTHER SERVICES PROVIDED PURSUANT TO THESE TERMS. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR MERCHANTABILITY, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. ALLSYNX AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON SAFESYNX FOR ANY PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF SAFESYNX OR AGAINST INFRINGEMENT; AND THERE IS NO WARRANTY THAT SAFESYNX, THE DATA, OR INFORMATION CONTAINED THEREIN, OR THAT SAFESYNX WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SAFESYNX MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ALLSYNX AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO SAFESYNX. ADVICE RECEIVED VIA THE SAFESYNX WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES FOR ALLSYNX TO PROVIDE AND FOR YOU TO OBTAIN ACCESS TO AND USE SAFESYNX FOR THE SPECIFIED FEES PAID BY YOU TO US OR OUR ASSIGNS.
14. INDEMINIFICATION BY YOU. You shall indemnify, defend, and hold us, and our officers, shareholders, directors, employees, agents, and affiliates (each an “Indemnified Party”) harmless from and against an and all costs, liabilities, losses, and expenses, including but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration, or proceeding brought or threatened by a third party against an Indemnified Party relating to: (1) a breach or alleged breach by you of any of your representations, warranties, covenants, or obligations hereunder, (2) your use, misuse, or failure to lawfully use Safesynx , or (3) your infringement or misappropriation of any of Allsynx’s Intellectual Property Rights or the Intellectual Property Rights of any third party.
15. GENERAL PROVISIONS
15.1 Choice of Law and Venue. The Terms are governed by the laws of the State of Texas and you hereby consent to the exclusive jurisdiction and venue of courts in Dallas County, Texas, in all disputes arising out of or relating to the use of Safesynx. Use of Safesynx is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this provision.
15.2 Entire Agreement. These Terms, including any documents or other agreement specifically reference herein and incorporated by this reference, constitutes the entire agreement of the parties with respect to your access to Safesynx and supersedes all prior agreements between you and us, both oral and written, with respect to Safesynx. No use of trade or other regular practice or method of dealing between the parties shall be used to modify, interpret, supplement, or alter in any manner the terms of these Agreements.
15.3 Amendment. We may revise these Terms at any time, and such revised Terms shall be effective after the shorter of the following: (1) you consent to such revised Terms, which consent shall be evidenced by your continued use of Safesynx; or (2) 10 days after we provide you written notice by email or other form of electronic communication of such revised Terms.
15.4 Severability. If any term or provision of these Terms shall be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms shall remain in full force and effect, and such invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms shall remain in full force and effect, and such invalid, illegal, or unenforceable term or provision shall be deemed not to be part of these Terms.
15.5 Force Majeure. Each party to these Terms shall be excused from any delay or failure in its performance hereunder, other than for payment of money, caused by any disruption or slow speed of the Internet, break-downs of security or introduction of computer viruses (and the like) by third parties, any labor dispute, government requirements, act of God, pandemic, epidemic, or any other cause beyond its reasonable control, provided however, the affected party provides the other party notice of the delay or failure and its expected duration.
15.6 Survival. Section 1, 2.2, 2.3, 4.2, 5 – 7, and 12 – 15 shall survive the termination of these Terms and shall remain in full force and effect.
15.7 Assignment and Benefit. You may not assign these Terms without our prior written consent. These Terms shall be binding upon and shall inure to the benefit of you and us, our successors, and our permitted assigns, subject to the other provisions of this Section 15.
15.8 Third Parties and Waiver. Nothing in these Terms, express or implied, shall create or confer upon any person or entity not a named party to theses Terms any legal or equitable rights, remedies, liabilities, or claims with respect to these Terms, except as expressly provided herein. Except as specifically provided in a written waiver signed by a duly authorized representative of the party seeking enforcement, the failure to enforce or the waiver of any provision of these Terms shall not constitute the waiver of such provision at any time or in any circumstances and shall not give rise to any restriction on or condition to the prompt, full, and strict enforcement of the provision and these Terms.
15.9 Export Restrictions. You shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using Safesynx. Without limiting the generality of the foregoing, you represent that (1) you are not named on or acting on behalf of any person or entity name on any U.S. or other applicable government list of persons or entities prohibited from engaging in transactions, and (2) you shall not access or use Safesynx in violation of any U.S. or other applicable countries’ export embargo, prohibition, or restriction. You hereby acknowledge that some countries have restrictions on the temporary personal or business use, and you further acknowledge and agree that you are ultimately responsible for complying with any and all government import, export, or other applicable laws.
15.10 U.S. Government End Users. Safesynx is a “commercial item,” as that terms is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government users acquire Safesynx with only those rights set forth in these Terms.
15.11 Complaints Regarding Content. We respect the intellectual property rights of third parties. Should you have a complaint regarding information, data, images, and property of any kind uploaded or contributed to Safesynx, please contact us at firstname.lastname@example.org.