Effective Date: February 1, 2018.
1. ACCEPTANCE OF TERMS
If you do not agree to these Terms, please do not use the Site. SummitSync may change these Terms from time to time, on a prospective basis, and modify, add or discontinue any aspect, content or feature of the Site, at its sole discretion. Your continued use or accessing of the Site following the posting of any changes to the Terms constitutes your acceptance of such changes. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable. Unauthorized access, distribution, reproduction, copying, retransmission, publication, sale, exploitation (commercial or otherwise), or any other form of transfer of any portion of the Site, including but not limited to all content, services, digital products, tools or products, is hereby expressly prohibited.
2. SUBMISSIONS; USE OF THE SITE
2.1 Submissions and Forms
SummitSync may maintain one or more submission or capture mechanisms, portals or forms for the collection of email and other data and the storage of such collected data in a database or as SummitSync directs in its sole discretion. You represent and warrant that all information provided by you to SummitSync is current, accurate, and complete, and that you will maintain the accuracy and completeness of this information on a prompt, timely basis.
You are solely responsible for maintaining the confidentiality and security of your account(s) and password(s) online. You are responsible for obtaining and maintaining at your own cost all equipment and services needed for access to and use of the Site. You understand and agree that you are individually and fully responsible for all of your actions involving the Site and all submissions to SummitSync through its submission or collection mechanisms. You agree to notify SummitSync immediately if you become aware of any unauthorized submission or unauthorized access to the Site or its submission or capture mechanisms on your behalf.
2.4 License to SummitSync
By using the Site and/or submitting any information to SummitSync via its online forms, portals, web applications or capture mechanisms, or by providing any feedback, suggestions, ideas, and other submissions to SummitSync via email or otherwise, you are granting SummitSync a non-exclusive, royalty-free, perpetual, and worldwide license to use information submitted by or captured from you in connection with the operation of the Services or Site, including, without limitation, (a) the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your contact information or other submitted information, individually or in aggregate; and/or to incorporate it into a collective work, except as may be expressly provided by the TOS, and (b) the right to sublicense any or all of SummitSync’s license rights to others. You further waive any and all moral rights in and to such content in favor of SummitSync. For greater certainty, this means that, among other things, SummitSync has the right to use any and all ideas you submit (including ideas about our products, services, publications or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever.
2.5 Acts Against the Site
SummitSync hereby grants you a limited, non-exclusive, non-transferable license to access and use the Site as provided by SummitSync solely for your personal use, information, and enjoyment in the manner permitted by these Terms. You shall not attempt or engage in potentially harmful acts that are directed against the Site including, without limitation, any one or more of the following: (a) Using the Site in contravention of any other agreement to which you are a party, including without limitation any employment agreement to which you may be a party and the TOS; (b) causing, allowing, or assisting any other person to impersonate you; © logging onto a server that you are not authorized to access or interfacing with the Site in contravention of its security measures; (d) forging or falsifying contact information, manipulating identifiers, or otherwise impersonating any other person or misrepresenting your identity or affiliation with any person or entity; (e) violating or attempting to violate any security features of the Site; (f) using manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl,” or “spider” any pages contained in the Site; (g) introducing malicious software or harmful code into the Site; (h) interfering or attempting to interfere with the use of the Site by any other user, host, or network, including without limitation by means of submitting a virus, overloading, DDoSing, “flooding,” “spamming,” “mail bombing,” “pinging,” or “crashing” the Site; (i) causing, allowing or assisting machines, bots, or automated services to access or use the Site without the express written permission of SummitSync; (j) tampering with the operation, functionality, or the security of the Site; (k) attempting to override or circumvent any security or usage rules embedded into the Site that permit digital materials to be protected; (l) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or breach any security or authentication measures; (m) misusing, tricking, disrupting, or otherwise interfering with the functioning of the Site; (n) harvesting or collecting email addresses or other contact information of other users or clients from the Site by electronic or other means; (o) reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for any underlying intellectual property used to provide the Site; (p) engaging in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site; (q) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting; ® deep-linking to any portion of this Site without our express written permission; (s) acting illegally or maliciously against the business interests or reputation of SummitSync or any affiliate or partner of SummitSync promoted via the Site; (t) using the Site or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly, with SummitSync; (u) reselling or repurposing your access to the Site; or (v) using the Site or any of its resources to solicit other users of the Site, Services, merchants, vendors, contractors or other business partners of SummitSync to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with SummitSync.
Violations of system or network security may result in civil or criminal liability. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines or engines that are intended to damage, destroy, disrupt, or otherwise impair a computer’s functionality or operation.
3. CONTENT AND INTELLECTUAL PROPERTY
3.1 Information Accuracy
SummitSync makes no representation or warranty as to the accuracy, timeliness, or fitness for use of any offers or services featured on the Site, including but not limited to details regarding pricing, deals, arrangements, features, etc. posted via the Site. SummitSync does not warrant that the Site or any functions contained in SummitSync content available via the Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses, malware, spyware, malicious code or bugs.
IN NO EVENT SHALL SUMMITSYNC OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ANY THIRD PARTY’S CONTENT FEATURED, REFERENCED, LINKED TO OR PUBLISHED ON THE SITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER SUMMITSYNC WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES MAY BE INCURRED.
3.3 Trademark Information
You agree that all of SummitSync’s trademarks, trade names, service marks, and other logos and brand features that are displayed via the Site (collectively, the “Marks”) are trademarks and the property of SummitSync. You agree not to display or use SummitSync’s Marks in any manner without SummitSync’s prior permission. Third-party trademarks are the property of the respective third party. The display of a third-party trademark via the Site does not necessarily mean that SummitSync has an affiliation with such third party.
3.4 Intellectual Property Ownership
All right, title and interest in the Site and its content, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to these Terms, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to SummitSync or its licensors, and you shall have no rights whatsoever in any of the foregoing. You acknowledge that the Services constitute a valuable trade secret and/or are the confidential information of SummitSync and/or its licensors. Nothing in these Terms or otherwise will be deemed to grant to you an ownership interest in the Site or its content, in whole or in part. All content and materials included as part of the Site, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Works”) are the property of SummitSync, its licensors, or applicable third-party rights holders, and are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Works are copyrighted as individual works and as a collective work under copyright laws and international treaty provisions, and SummitSync owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to these Terms may cause SummitSync and its licensors irreparable injury, which may not be remedied at law, and you agree that SummitSync and its licensors’ remedies for breach of these Terms may be in equity by way of injunctive or other equitable relief.
3.5 Copyright Policy and DMCA
SummitSync may rely on third-party partners to provide content which is free from infringement of any and all Intellectual Property rights, including copyright, trademark, patent, trade secret, or other rights. We voluntarily observe and comply with the United States’ Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated by the Site or any content featured or published thereon, please provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; © a screenshot and description of where the material that you claim is infringing is located on a Site; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Please send the above information to the following address: email@example.com.
THE SITE IS PROVIDED BY SUMMITSYNC ON AN “AS IS” AND “AS AVAILABLE” BASIS. SUMMITSYNC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS AVAILABLE VIA THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SUMMITSYNC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUMMITSYNC DOES NOT WARRANT THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM SUMMITSYNC ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
You understand and agree that you are individually and fully responsible for all actions and postings made from the device and/or service(s) you use to access the Site. You agree to notify SummitSync immediately if you become aware of any unauthorized submission or unauthorized access to the Site or its submission or capture mechanisms on your behalf.
4.3 Limitation of Liability
SUMMITSYNC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
5. DISPUTE RESOLUTION
5.1 Law and Forum for Legal Disputes
These Terms or any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the state of New York regardless of your country of origin or where you access our services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and SummitSync agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in New York except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and SummitSync agree to submit to the personal jurisdiction of the courts located in New York for the purpose of litigating all such claims. Notwithstanding the above, you agree that SummitSync shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
5.2 Arbitration Option
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, such party shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and © any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
You acknowledge and agree to indemnify and hold SummitSync, its affiliates, officers, employees and agents, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your use of the Site, your violation of these Terms, and any infringement by you, or made under your name, of any intellectual property or other right of any person or entity arising out of or related to any products or services purchased by you in connection with the Site.
6.2 Third Party Legal Notices
Certain features of the Site may be subject to third party terms and conditions. You are responsible for reviewing and understanding third party terms relating to your access and use of the device(s) and service(s) you rely upon to access the Site.
6.3 Termination of Services
SummitSync disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Site. SummitSync reserves the right to modify, suspend, or discontinue the Site or access to the Site without any notice at any time and without any liability to you.
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. However, SummitSync may operate additional projects or services which require separate or additional terms (including, without limitation, the TOS). Such different terms are made available through the individual project or service and are not addressed further herein. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
6.5 Injunctive Relief
You acknowledge and agree that any violation or breach of the Terms may cause SummitSync immediate and irreparable harm and damages. Accordingly, and notwithstanding any other provision of these Terms or other applicable legal requirements, you acknowledge and SummitSync reserves the right to, in its discretion, immediately seek and obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek and obtain permanent injunctive relief regarding any violation or breach of these Terms. In addition to any and all other remedies available to SummitSync in law or in equity, SummitSync may seek specific performance of any term in these Terms, including but not limited to by preliminary or permanent injunction.