Please read the following terms and conditions carefully. Axway provides the Syncplicity service website located at www.syncplicity.com or such alternative URL from which Axway may provide the service (the "Site") and the related services through which users can use and access Sync Files (defined below), offline and online, through multiple devices and websites ("Service" or “Services”).
If you (“you” “your” or “Customer”) have a signed Business Services Agreement or other separately-executed services agreement identified in the applicable ordering documentation for your Syncplicity service subscription, such agreement shall apply. Otherwise, these terms of service ("Terms of Service") and all policies referenced in this document or elsewhere on the Site which are incorporated herein by reference are a legal agreement between you and Axway and apply to you whether you are a visitor to the Site or a business or individual user who has registered with us and created an account for use of the Syncplicity service ("Syncplicity User" or “User”). IN SUCH CASE, YOU UNDERSTAND THAT BY CLICKING THE “SIGN UP” BUTTON, BY USING THE SITE, SERVICES OR YOUR SYNCPLICITY ACCOUNT, OR BY ACCESSING ANY SYNC FILES OR USER FILES YOU OR THE BUSINESS YOU REPRESENT ARE UNCONDITIONALLY AGREEING TO BE BOUND BY THESE TERMS OF SERVICE; AND IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICES. IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY (THE “BUSINESS”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS AND ALL OF ITS USERS TO THESE TERMS OF SERVICE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” REFER HEREIN TO THAT BUSINESS.
6.1 “Service Level Failure” means a failure of the Platform to meet the Availability Requirements.
6.2 “Available” means the Axway website designated for the Syncplicity service (currently www.syncplicity.com) is responsive to standard ICMP or SNMP requests performed by Axway or its designees and the core functions of the Services are capable of access and use by Customer and its Authorized Users and operating in material accordance with the Specifications.
6.3 “Exceptions” means: (a) access to or use of the Platform by Customer or any Authorized User, or using Customer’s or an Authorized User’s access credentials, that does not materially comply with this Agreement and the Specifications; (b) Customer’s or its Authorized User’s lack of Internet connectivity; (c) Force Majeure Event; (d) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Axway pursuant to this Agreement or otherwise in Axway’s reasonable control; or (f) disabling, suspension or termination of the Services by Axway as authorized in this Agreement.
(a) violate any laws or regulations;
(b) Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; or (vi) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(c) Access, tamper with, or use non-public areas of the Site (including but not limited to user folders not designated as ‘public’), Syncplicity by Axway’s computer systems, or the technical delivery systems of Syncplicity by Axway’s providers;
(d) Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
(e) Attempt to access or search the Site, Syncplicity by Axway Content, Services or User Files with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Syncplicity by Axway or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools.
(f) Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
(g) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Syncplicity by Axway Content, Services or User Files to send altered, deceptive or false source-identifying information;
(h) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Syncplicity by Axway Content, Services or User Files;
(i) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, or plant malware on Syncplicity by Axway’s computer system, those systems of Syncplicity by Axway’s providers, or otherwise use the Site, Syncplicity by Axway Content, Services or User Files to attempt to distribute malware;
(j) Impersonate or misrepresent your affiliation with any person or entity; or
(k) Encourage or authorize any third party to engage in any of the forgoing prohibited activities.
Axway reserves the right to terminate the accounts of any Authorized Users that commit violations of the foregoing.
All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to Axway, in any form, and any contributions you make to the Site by posting Axway content and communicating with other Axway Users via posts to forums on the site (“User Posts”) will be the sole and exclusive property of Axway. You hereby irrevocably transfer and assign to Axway and agree to irrevocably assign and transfer to Axway all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights therein.
9.1 -- Fees - Subject to the terms and conditions of this Agreement, Customer will pay Axway, its designated agent or authorized reseller the Fees as specified in the Order Form for the rights granted under this Agreement. Unless otherwise agreed to in writing by Customer, all Fees will be at the rates listed in the Order Form.
9.2 – Payments - All payments are due within thirty (30) days from receipt of invoice by Customer. Axway may charge interest of one percent (1%) per month if undisputed Fees are not paid by the due date.
9.3 -- Taxes - Customer agrees to pay any applicable value added sales tax, sales tax, import and custom duties, applicable provincial and federal sales and goods and services taxes and any other applicable taxes (collectively, the “Taxes”) in addition to the Fees.
Updated April 1, 2018.