1. DESCRIPTION OF THE SERVICES. The services provided by Synthgate consist of a customer behavior tracking and feedback tool for web application owners (the "Services"). The Services enable you as a customer to do the following with respect to your end user customers ("End User Customers"): browse your End User Customer contacts and their messages to you in a database, ask questions and receive responses from your End User Customers, view the social profiles of and contact your End User Customers, and track your relationships with such End User Customers, including the characteristics and activities of visitors to your website.
2. ACCESS TO THE SERVICES. The Services, together with the www.shadowaide.com website and domain name and any other linked pages, features, content, or application services offered from time to time by Synthgate (collectively, the "Website"), are owned and operated by Synthgate. Subject to the terms and conditions of this Agreement, Synthgate hereby grants you a non-exclusive license, with no right to sublicense, to copy and install certain Synthgate code on a website you own, control or operate, for the sole purpose of using the Services in connection with such websites. Synthgate may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Synthgate Content (as defined below). Synthgate may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
Synthgate reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
You represent and warrant to Synthgate that:
3.SYNTHGATE CONTENT. The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the "Synthgate Content,") are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Synthgate Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Synthgate Content or other proprietary rights not owned by you:
You may download or copy the Synthgate Content (and other items displayed on the Website or Services for download) for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Synthgate Content. You shall not store any significant portion of any Synthgate Content in any form. Copying or storing of any Synthgate Content other than personal, noncommercial use is expressly prohibited without prior written permission from Synthgate or from the copyright holder identified in such Synthgate Content's copyright notice. If you link to the Website, Synthgate may revoke your right to so link at any time, at Synthgate's sole discretion.
4.YOUR CONTENT. In the course of using the Services, you may provide information which may be used by Synthgate in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Synthgate or in connection with the Services (collectively, "Your Content"), Synthgate hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Synthgate's provision of the Services. For clarity, the foregoing license grant to Synthgate does not affect your ownership of or right to grant additional licenses to the material in Your Content.
5.YOUR WARRANTY. If you provide any personally identifiable information, including personally identifiable information relating to your end user customers, to Synthgate, you represent and warrant that
You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that
6.RESTRICTIONS. You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services's infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
You acknowledge that all Synthgate Content and Your Content (together, "Content") accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Synthgate be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not Synthgate, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You acknowledge and agree that your indemnity obligation in Section 10 also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.
7.WARRANTY DISCLAIMER. You acknowledge that Synthgate has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Synthgate from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Synthgate makes no representations concerning any content contained in or accessed through the Services, and Synthgate will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Synthgate makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.
THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED FROM SYNTHGATE OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9.REGISTRATION AND SECURITY. As a condition to using some aspects of the Services, you may be required to register with Synthgate and set a password and user name ("User ID"). You shall provide Synthgate with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not
Synthgate reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.
10.INDEMNITY. You will indemnify and hold Synthgate, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
11.LIMITATION OF LIABILITY. IN NO EVENT SHALL SYNTHGATE OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
12.FEES AND PAYMENT. Synthgate reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Synthgate reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.
13.THIRD PARTY WEBSITES. The Services may contain links to third party websites or services ("Third Party Websites") that are not owned or controlled by Synthgate. When you access Third Party Websites, you do so at your own risk.
14.TERMINATION. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Synthgate may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Synthgate may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
15.MISCELLANEOUS. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Synthgate's prior written consent. Synthgate may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Synthgate in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
16.ARBITRATION; GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any contract dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. §1-569.1 et seq. (the "Revised Uniform Arbitration Act") and the then current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees in accordance with N.C. Gen. Stat. §6-21.6. Notwithstanding the foregoing, nothing herein shall preclude either party from seeking injunctive relief in any state or federal court of competent jurisdiction without first complying with the arbitration provisions of this Section. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SYNTHGATE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.CONTACT. If you have any questions, complaints, or claims with respect to the Services, you may contact us at firstname.lastname@example.org.
Effective: October 12, 2016