SYNCPLICITY TERMS OF SERVICE
These terms of service ("Terms") are a legal agreement between you, either an individual or a single legal entity ("You" or "you"), and Syncplicity by Axway LLC (“Syncplicity”). These Terms govern your use of any Syncplicity by Axway services, including those that allow you to synchronize files across devices and share those files with other users ("Services"), the Syncplicity by Axway website currently accessible at www.syncplicity.com (“Site”), and any software used to access the Services, including any updates and any accompanying documentation ("Software"). Collectively, the Software, the Site and the Services may be referred to as the “Products.”
1. ACCOUNTS & FEES
You must register with Syncplicity by Axway to use the Services, and you agree to keep your registration information accurate, complete and up-to-date as long as you continue to use the Services. Syncplicity by Axway currently offers free and trial accounts that are subject to various restrictions and may expire after a limited time (“Trial Accounts”) and various fee-bearing accounts offering fixed terms, larger storage capacities and other feature enhancements (“Paid Accounts”). If you sign-up for a Paid Account, you agree to pay the fixed subscription and variable usage-based fees, if any, for the account type you have selected and agree to any applicable restrictions, including quotas on the amount of storage and network bandwidth you are allowed to use. If you exceed any quota allocated to your account, you agree that Syncplicity by Axway may restrict your ability to upload further data until you reduce your usage or sign-up to another type of account with a higher quota. If you purchase the Services directly from Syncplicity by Axway and use a credit card for payment, you authorize Syncplicity by Axway to automatically renew your subscription and charge the then-current renewal fees to the credit card associated with your account unless you notify Syncplicity by Axway before expiration of your current subscription that you do not want to renew.
2. PASSWORDS & SECURITY
You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts. You must notify Syncplicity by Axway immediately of any unauthorized use of your accounts or any other security breach related to the Services. If Syncplicity by Axway determines that a security breach has occurred or is likely to occur, Syncplicity by Axway may suspend your accounts and require you to change your user names and passwords.
4. USE OF SERVICES & SOFTWARE
Subject to these Terms, Syncplicity by Axway grants you a limited, non-exclusive, non-transferable and revocable license to access the Site and use the Services and Software. You may install and use the Software in executable form only on the number and type of devices that are specified in the then-current documentation for your account type as described on the Site or as specified in other transaction documentation provided by Syncplicity by Axway or an authorized reseller. You acknowledge that certain third party code may be provided with the Software and that the license terms accompanying that code will govern its use.
You acknowledge that Syncplicity by Axway or third parties own all rights, title and interest in and to the Products, including all intellectual property rights. Except for the license granted in these Terms, Syncplicity by Axway and its licensors retain all rights in the Products, and no implied licenses are granted to you.
You specifically agree that you will not, nor will you permit another person to:
sublicense, lease, rent, loan, transfer or distribute any portion of the Products;
modify, adapt, translate or create derivative works from the Products;
decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products; or
remove, obscure, or alter any trademark, copyright or other proprietary rights notices displayed in the Software or on the Site.
5. SYNC FILES
By using the Products, you can designate computer files and folders that the Products will automatically synchronize between your own devices and those of third parties that you may invite (“Sync Files”). In order to deliver the Services, you acknowledge that the Software will need to access, copy and update Sync Files on your devices and then share these Sync Files with the third parties that you may invite. For purposes of performing the foregoing, you hereby grant to Syncplicity by Axway and any such third parties a worldwide, royalty-free, nonexclusive license to access, copy and use the Sync Files without any compensation to you or others. You represent and warrant that you own or have the necessary rights to grant the foregoing licenses. You acknowledge that Syncplicity by Axway may establish limits concerning Sync Files, including the number of days they will remain available through the Services, the maximum size of files that may be stored on or uploaded to the Services and the overall storage capacity allotted to Sync Files. Syncplicity by Axway will have no responsibility or liability for permanently maintaining copies of Sync Files on its servers, and you agree to be solely responsible for regularly backing up Sync Files using methods not involving use of the Services.
6. THIRD PARTY APPLICATIONS
7. COMPLIANCE WITH LAWS & ACCEPTABLE USE
You are solely responsible for your conduct related to the Services and any data you store or share on the Services. You specifically agree that you will not use the Products to:
violate any laws or regulations;
infringe the intellectual property or other rights of any third parties or Syncplicity by Axway;
transmit any material that is obscene or objectionable or that contains viruses or other harmful computer code or files such as Trojan horses, worms or time bombs.
8. INTELLECTUAL PROPERTY PROTECTION
Syncplicity by Axway respects the intellectual property of others and requires that users of the Services do the same. When you use the Products, you may not upload, store, share, display, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. If you commit repeated violations, Syncplicity by Axway may terminate your accounts.
9. USER INDEMNITY
You agree to defend, indemnify, and hold Syncplicity by Axway, its suppliers, resellers, partners and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, in connection with:
your use of the Products;
your violation of these Terms;
your violation of any third party right, including any intellectual property right; or
any claim that use of Sync Files caused damage to a third party.
This indemnity obligation will survive the termination or expiration of your account and these Terms.
10. CHANGES TO THE SERVICE & TERMS
Syncplicity by Axway reserves the right at any time to modify, suspend, or discontinue providing the Services, in whole or in part. In the event Syncplicity by Axway anticipates that any such action will significantly affect your use of the Services in a negative way, Syncplicity by Axway will endeavor to provide you with advance notice by e-mail or by posting relevant information on the Site.
Syncplicity by Axway reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of any Products following any such modification constitutes your agreement to be bound by the modified Terms. To stay informed of any changes, please review the most current version of these Terms posted on the Site. If you do not agree to be bound by these Terms, you must stop using the Products immediately.
11. TERM & TERMINATION
These Terms, and any posted revisions, remain in effect as long as you continue to maintain an account or use the Services. You may terminate your account at any time, for any reason, by contacting Syncplicity by Axway and discontinuing use of the Products.
If you have a Trial Account, Syncplicity by Axway may terminate your account and these Terms immediately and without notice if you fail to access the Services for more than sixty (60) days or you fail to comply with these Terms. If you have a Paid Account, Syncplicity by Axway may suspend or terminate your account and these Terms immediately and without notice if you fail to renew your subscription, fail to pay any fees or invoices when due or otherwise fail to comply with these Terms.
On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Software and the Services, and you will no longer be able to access your Sync Files. Also, you specifically agree that Syncplicity by Axway has no obligation to provide you or anyone else with a copy of your Sync Files and may automatically purge them from Syncplicity by Axway systems.
You acknowledge that use of the Products may be subject to the export and import laws of the United States and other countries. You agree to comply with all export and import laws and regulations. In particular, you acknowledge that the Products may not be exported or re-exported to any U.S. embargoed countries or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Products, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Products for any purposes prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
13. ENTIRE AGREEMENT
These Terms constitute the entire agreement between you and Syncplicity by Axway and completely replace any prior agreements between you and Syncplicity by Axway in relation to the Products. If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. The failure of Syncplicity by Axway to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to this agreement. You agree that any claim or cause of action related to these Terms or the use of the Products must be filed within one (1) year after the cause of action arose or be forever barred.
14. DISCLAIMER OF WARRANTIES
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU SPECIFICALLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SYNCPLICITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, SYNCPLICITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
15. LIMITATION OF LIABILITY
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU SPECIFICALLY AGREE THAT SYNCPLICITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY YOU ARE SEEKING DAMAGES AGAINST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS OR IN ANY WAY RELATING TO THE PRODUCTS.
IF YOU HAVE A PAID ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF SYNCPLICITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO THE AMOUNT PAID FOR THAT ACCOUNT DURING THE TWO (2) YEAR PERIOD BEFORE THE RELEVANT CLAIM OR TWO-HUNDRED US DOLLARS ($200), WHICHEVER IS LOWER. IF YOU HAVE A FREE ACCOUNT, YOU AGREE THAT THE AGGREGATE LIABILITY OF SYNCPLICITY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO TWENTY US DOLLARS ($20). YOU SPECIFICALLY AGREE THAT THIS DAMAGES LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SYNCPLICITY.
These Terms and the relationship between you and Syncplicity by Axway will be governed by the laws of the State of California, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco, California to resolve any dispute or claim arising from these Terms. As to intellectual property rights, you specifically agree that Syncplicity by Axway may file an action in any jurisdiction to protect or enforce its rights. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. You may not assign or transfer any of your rights or obligations under these Terms to a third party without the prior written consent of Syncplicity by Axway. Syncplicity by Axway may freely assign this Agreement.
17. CONTACTING SYNCPLICITY
Users with questions about these Terms may contact Syncplicity by Axway via e-mail at: firstname.lastname@example.org.
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