Updated May 2018.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE LIMITATIONS ON LIABILITY AND A DISCLAIMER OF ALL WARRANTIES.
These Terms of Service (referred to herein as these “Terms of Service” or this “Agreement”), the Data Processing Addendum ( the “DPA”), are between Symplur LLC (“Symplur”, “We”, “Us” or “Our”) and you (collectively, “Customer,” “You” or “Your”). By using the Service (as defined below) or logging in to your account on Our Site, You agree that You are authorized to accept this Agreement on behalf of Yourself and that You are bound by this Agreement. If You are agreeing to this Agreement for use of the Service by an organization, then You are agreeing to this Agreement on behalf of that organization (and “Customer,” “You” and “Your” will refer to that organization). You must have the authority to bind that organization to this Agreement; otherwise You must not sign up for the Service. By using the Service, You are representing and warranting that You are over the age of 18, or the legal age of majority in Your jurisdiction of residence. Symplur does not make the Service available to anyone under the age of 13.
Please note that if You have executed a separate written agreement with Symplur regarding Your use of certain of Our Services, then that agreement, and not these Terms of Service, applies to those Services. If You enter into an “Order Form” signed by You and Us that expressly refers to these Terms of Service, then the following terms apply:
- Except as expressly set forth in the Order, no Free Trial (defined below) or related free or trial-period termination right shall apply to Services purchased under an Order Form. The Services purchased under the Order Form, shall be considered a “Paid Plan” as defined below;
- The subscription period for the Services you purchase under the Order Form, shall be the “Service Term” set forth in the Order Form. Following the expiration of the initial Service Term, the subscription period shall automatically renew for successive one year periods (each, an additional Service Term), unless one party provides the other with written notice of termination at least thirty (30) days prior to the then-current Service Term; and
- In the event of a conflict between the terms of the Order Form, and the terms of these Terms of Service, the terms of the Order Form control.
1. Registration Process, Free Trial and Paying Plans
If You decide to register for the Service, You must provide certain limited information about Yourself to Symplur and create an account. You agree to be responsible for Your account password as well as the acts and/or omissions of any third party using the Service through Your account. You must notify Symplur immediately of any unauthorized use of Your account or loss of account information. You agree to keep all account information complete, accurate and up to date (including without limitation any payment and contact information). We reserve the right to refuse the Service to any user and terminate Your account for any reason within Symplur’s sole discretion. Don’t worry – You can opt-out of any marketing emails from Us through Your account settings or through a link in the email that We send. By registering for the Service, Symplur may provide You with limited access to the Service on a trial basis with a time period as We may establish in our sole discretion (collectively Your “Free Trial”).
We reserve the right to modify, cancel and/or limit the Free Trial without notice at any time.
After the Free Trial, if you do not cancel your account, we will automatically upgrade you to an auto-renewing, paid subscription (a “Paid Plan”) or you must enter into a separate written agreement with Us for an “Enterprise” plan.
Please note that upon the end of Your Free Trial, if You do not purchase a Paid Plan or an Enterprise plan, You may lose access to all data stored on the Service, and any interfaces to third party services that We provide.
By upgrading to (or separately purchasing) a Paid Plan, You are agreeing to pay in advance the amount due for each subscription period based on Your usage. Subscription periods are monthly unless otherwise agreed in writing by Symplur. Each plan includes a specified number of user seats and databases.
Under each Plan, You are responsible for all fees due for the entire subscription period – even if You cancel Your subscription.
You authorize us (or a billing agent acting on Our behalf) to charge You the applicable fees using Your selected payment method. We’ll automatically bill You in advance from the date You convert to a Paid Plan based on Your usage, and on each subscription renewal, until cancellation.
The fees set forth in this Agreement are the net amount that We must receive exclusive of any taxes and, in addition to such fees, You shall be responsible for promptly paying (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export and similar charges related to this Agreement.
ONCE YOU HAVE PURCHASED A PAID PLAN, WE WILL AUTOMATICALLY CHARGE AT THE END OF EACH SUBSCRIPTION PERIOD FOR THE NEXT SUBSCRIPTION PERIOD, UNLESS YOU NOTIFY US IN WRITING THAT YOU WANT TO TERMINATE YOUR SUBSCRIPTION AND CEASE USING THE SERVICE AS SET FORTH IN SECTION 9 (Termination).
Upgrades. If You upgrade Your Paid Plan, You will immediately be charged the then-current rate for the new Paid Plan (and any auto-renewals thereof), as provided on Our Site.
We may revise Service rates at any time, or impose additional fees or charges. If You are on a Paid Plan, We will do this by providing You with at least 30 days’ notice prior to the next charge (as such notice is set forth in Section 10 “Modifications to the Agreement”). Provided that if You upgrade Your plan (or an upgrade occurs automatically as set forth in this section), You will be charged at the then-current rate. Unless otherwise expressly stated in writing, any discounts applied to a previous subscription period do not apply to a renewed subscription period, including to any automatic renewals.
Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms and Conditions. If You don’t pay for Your Paid Plan on time, We reserve the right to suspend or terminate Your account. Unpaid fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Unless otherwise stated, all fees are stated in, and shall be paid in, US dollars.
Downgrades. If You desire to downgrade Your Plan level prior to the end of Your subscription period, please provide written notice to email@example.com. The Plan downgrade will take effect the first billing cycle of Your next subscription period that occurs more than thirty (30) days following Your notice to Symplur. Please note that You will not receive any refunds for payments made on Your current billing cycle (or for your current subscription period). Downgrading Your Plan may cause the loss of account content, features, or capacity. Symplur disclaims liability for any such loss. We may revise Service rates at any time, or impose additional fees or charges. If You are on a Paid Plan, We will do this by providing You with at least 30 days’ notice prior to the next charge (as such notice is set forth in Section 10 “Modifications to the Agreement”). Provided that if You upgrade or downgrade Your plan (or an upgrade occurs automatically as set forth in this section), You will be charged at the then-current rate. Unless otherwise expressly stated in writing, any discounts applied to a previous subscription period do not apply to a renewed subscription period, including to any automatic renewals. Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms and Conditions. If You don’t pay for Your Paid Plan on time, We reserve the right to suspend or terminate Your account. Unpaid fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Unless otherwise stated, all fees are stated in, and shall be paid in, US dollars.
2. Limited License
2.1 By Symplur
Subject to the terms and conditions of these Terms of Service, during the period You have a valid subscription with Symplur. Symplur grants You (and You agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use: the Software and certain proprietary documentation in the form generally made available by Symplur to You on the Site for use with the Software (the “Documentation”), solely to connect to the Service, and solely for Your benefit and Your internal business purposes. Your use of the Service shall be subject to the applicable Service documentation and restricted pursuant to the terms and conditions of this Agreement.
As between You and Symplur, Symplur owns all rights and interest to any and all patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectible and whether or not now known or hereafter discovered) (“Intellectual Property Rights”) in and to the Sites and Service. Nothing in this Agreement grants You any rights whatsoever in or relating to the source code of the Software (except for examples of code that are provided by Symplur in source code format). All ownership rights, title, and Intellectual Property Rights in and to the Site and Service shall remain in Symplur and/or its licensors. Other than as expressly granted herein, Symplur does not grant You any other rights to the Sites or Service. You agree that Symplur has the right to change, modify, add to or discontinue or retire any aspect or feature of the Site or Service at any time. Symplur has no obligation to give You notice of any changes. From time to time, Symplur may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices. All such upgrades, fixes or new versions shall be considered part of the Site and Service subject to the terms of this Agreement, unless We provide different terms at the time of release. The Service may include Software which may update automatically.
2.3 By You
By using the Service, You hereby grant Symplur the right to include Your name or logo on Symplur’s Site or other marketing and promotional efforts.
3.1 Restrictions. You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Site or Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (ii) copy the Software; (iii) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Service; (iv) use the Site or Service in violation of any applicable regulation or law; (v) ship, divert, trans-ship, transfer, export or re- export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department’s Bureau of Export Administration, the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable government agency, (vi) use or attempt to use the Service for competitive analysis or benchmarking of the Service, or to develop a competitive service or directly compete with the Service; (vii) to store or transfer any tortious, illegal or infringing materials, (viii) use or attempt to use the Service, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights, (ix) to transfer any viruses, worms, trojans or other items of a similarly destructive nature.
Customer shall use no less than industry standard security measures with respect to its access and use of the Services and Software. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, communication services, web and hosted services and platforms, and any platforms, networks, services and/or websites where it distributes and runs its services and applications, including but not limited to, Facebook, Twitter, Android, Google Play, Blackberry and iOS/App Store and all third party products and service providers that Customer requests Symplur to supply with data, or from whom Customer provides Symplur with data (collectively, “Third Party Platforms”). Customer shall be responsible for compliance its own and all terms of service and privacy policies with respect to the Third Party Platforms. Without limiting the foregoing, Customer agrees to comply with third party terms of service and privacy policies for all third party analytics providers and other services that Symplur provides with data at Your request, or that you request to provide Symplur with data. Symplur is not responsible for any act or omissions of any Third Party Platform. Customer shall also be responsible for maintaining the security of the Third Party Platforms, its account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the account or the Third Party Platforms with or without Customer’s knowledge or consent.
You agree to:
- Use the Service for lawful purposes only and in compliance with any policies posted to the Site or conveyed by electronic notice;
- Not use the Service in a way that prevents or inhibits another user from enjoying the Service;
- Not obtain the communications protocol for accessing the Service;
- Not remove, obscure or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations (“Branding”), or any electronic notices;
- Not interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the Service servers;
- Not to take any action that imposes an unreasonable or disproportionately large load on Our infrastructure; and
- Not to challenge or assist others to challenge Our rights in the Branding, or Our Intellectual Property Rights or registration or applications thereof. You agree to promptly notify Symplur of any violation of this Section, or otherwise of this Agreement.
3.2 Removal of Data. A data provider or applicable law may require Symplur to remove data from the Services. In such cases, Symplur will notify Customer of the impacted data and Customer will promptly remove the data from its systems, whether during or after the Term. Symplur, at its sole discretion and without notice, may remove any data that it finds is in violation of this Agreement or any applicable law or is harmful to Symplur, its proprietary property and Services, its Customers, users or content providers.
3.3 Ownership. The Service is the proprietary intellectual property of Symplur that contains trade secrets and is protected by copyright law. Subject to any license granted hereunder, Symplur retains sole and exclusive ownership of all right, title, and interest in and to the Service and any other technology used to provide it. Any and all enhancements, modifications, corrections and derivative works that are made to the Service will be considered part of the Service for the purposes of this Agreement and will be owned by Symplur. Unless otherwise stated in a SOW, Symplur shall own all rights, title and interest in any deliverables created by Symplur under a SOW, but all such deliverables shall be licensed to Customer for use in connection with Customer’s use of the Service hereunder.
3.5 Customer Provided Data. Customer hereby authorizes Symplur to use, modify and integrate into any other derivative works Customer’s Data (defined as any data or information imported by Customer or its authorized users to the Subscription Service), including intellectual property rights, for the legal duration of the intellectual property rights, for the sole and exclusive purpose of providing the Services. If Customer enters any data or content into the Services, Customer expressly warrants that it holds all the rights to submit such data to Symplur, either through ownership of all rights (including, but not limited to the intellectual property rights) to such data or by having duly obtained sufficient and necessary rights from the legal owner of such rights to sublicense or otherwise lawfully make available the rights to such data to Symplur for the purposes mentioned above.
3.6 Customer Analysis. Subject to Symplur’s ownership of the Service and Third Party Providers’ ownership of Third Party Content, Customer retains all rights, title and interest in Customer’s own analysis of information and data generated from queries employed by Customer in its use of the Service.
3.7 Feedback. Symplur may, without restriction, use, reproduce, copy, sell, license, distribute, publicly display or perform, incorporate into the Services, or otherwise exploit any suggestions, enhancement requests, recommendations or other feedback provided by Customer, relating to the operation of the Services.
3.8 Attribution. All digital or printed copies of reports, analyses, output, other materials or information generated or produced by the Service (“Service Deliverables”) shall include the following attribution to Symplur: “Source: Symplur.”
4. Confidential Information.
“Confidential Information” means: (a) the Service (Including the Software and Documentation); and (b) any Symplur business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to Symplur’s plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You will not use Confidential Information, except as necessary for Your performance of this Agreement.
The parties agree that any material breach of this Section (Confidentiality) will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of this Section in additional to any other relief to which Symplur may be entitled.
5. Social Data
Customer may use our Service to collect information from third-party applications and services publically available in connection with social media (“Social Data”). Social Data may include, without limitation, information about the identity of social media users (such as nickname, name, bio, homepage, etc.), as well as information about information shared in public, and the actions that they take while using social media. The Symplur Service allows Customer the ability to pass Social Data into Symplur’s Service, and, at each Customer direction, out from Symplur into a variety of third-party applications and services, and from one application or service to another. Symplur may also store this data at the instruction of our Customer. Symplur is not responsible for inspecting the Social Data that it collects, and collects Social Data automatically under the direction of its Customer when providing our Service.
Customer acknowledges that Symplur exercises no control whatsoever over the content of the information (including Social Data) passing through Symplur’s systems and networks in connection with providing the Service.
We collect, store, and use Social Data on Our servers to provide You with the Service. Our Service transfers data to servers that store User data in the U.S. and outside the U.S. We only share User information as You direct and with others under special circumstances as follows:
- With third parties who work on Our behalf to provide You the Service (including, without limitation, maintenance, administration, support, payment, hosting and database management services). These third parties may have access to Social Data only to perform these tasks on Our behalf in accordance with this Agreement and are obligated not to disclose or use it for any other purpose;
- To comply with laws or to respond to lawful requests and legal process;
- For the purposes of a business deal (or negotiation of a business deal) involving sale or transfer of all or a part of Our business or assets (business deals may include, for example, any merger, consolidation, acquisition, reorganization or sale of assets or in the event of bankruptcy).
We provide You with access to Your Social Data and ability to delete any of Your User data (subject to Our legal obligations). We also take commercially reasonable steps to safeguard Social Data. Provided, however that no security system is impenetrable. It may be possible for third parties to intercept or access Social Data, and We cannot guarantee the security of such information and is not responsible for unauthorized access to Your account or Social Data.
You agree to comply with all applicable privacy and data protection regulations. You agree to provide appropriate notices to Your Users about, and if required by applicable laws, obtain appropriate consent from Users for, Your information collection and use practices relating to Your use of Our Services, and Your use of any service providers or other third parties that You instruct to send us data or to whom You instruct us to send Social Data. You will not collect or provide us with any Social Data (or have a third party do the same), nor request us to collect from, or forward any Social Data to, any third party, or request (through the Symplur Service or directly) such third party to perform any processing or transmission, in violation of any law, regulation, or third party right, including without limitation intellectual property, privacy or contractual right. We will not be responsible for any act omission of any third party that You request to provide us with Social Data or to whom You request us to forward Social Data, and You will indemnify and hold us harmless arising out of or related to their provision or use of the Social Data.
You, and any third party on Your behalf, shall not provide Symplur with any data that is considered “sensitive personal data” under the EU Data Protection Directive 95/46/EC, or that is otherwise subject to heightened restrictions relating to the transmission or processing of data for the jurisdictions in which You and Symplur operate. Examples of such restrictive frameworks include, but are not limited to, the Health Insurance Portability and Accountability Act, the Children’s Online Privacy Protection Act, and the standards promulgated by the PCI Security Standards Council. It is Your responsibility at all times to ensure that the means of passing data to Symplur, as well as the data itself, along with Your directives that We pass this data onto third party tools, at all times comply with the laws, regulations and agreements to which You, the data, or Symplur are subject.
In the performance of the Service, Symplur is expressly authorized to collect general user data and report on the aggregate response rate and other aggregate measures of the Service’s use and performance, provided that all User data is anonymized and no personally identifying information of the Customer or its Users is revealed. In addition, Symplur may monitor the use and performance of the Service for compliance with, and to enforce, the terms and conditions of this Agreement.
6. Data Protection
6.2. User Protection. Customer will not: (a) knowingly display, distribute, or otherwise make available data provided by Symplur to any person or entity that Customer reasonably believes will use data provided by Symplur in any manner that would have the potential to be inconsistent with a user’s reasonable expectations of privacy; (b) conduct any research or analysis that isolates a small group of individuals or any single individual for unlawful or discriminatory purposes; (c) use data provided by Symplur to target, segment, or profile any individual based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law; (d) without our prior written consent, display, distribute, or otherwise make data provided by Symplur available to any member of the US intelligence community or any other government or public sector entity.
7. Warranty Disclaimer
Symplur shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY (INCLUDING BUT NOT LIMITED TO ITS EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, EMPLOYEES AND SUCCESSORS IN INTEREST, HEIRS, AND ASSIGNS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS SYMPLUR ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF OR RELATING TO (A) YOUR USE OF THE SERVICE, SITE, OR THIRD PARTY PLATFORM, INCLUDING WITHOUT LIMITATION THE SERVICES FROM WHOM WE RECEIVE OR TO WHOM WE SUBMIT DATA OR INSTRUCTIONS AT YOUR REQUEST, INCLUDING WITHOUT LIMITATION THAT ANY CLAIM THAT ANY OF THE FOREGOING VIOLATES ANY THIRD PARTY RIGHT, (B) SERVICES, PRODUCTS, INFORMATION, DATA, PROCESSING INSTRUCTIONS OR CONTENT YOU SUBMITTED OR USED IN CONNECTION WITH THE SERVICE, OR (C) ANY ACTUAL OR ALLEGED NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, MANIPULATION, OR BREACH OF THIS AGREEMENT, BY YOU. YOU WILL NOT ENTER INTO ANY SETTLEMENT OF, OR AGREEMENT RELATED TO, ANY MATTER COVERED BY THIS SECTION WITHOUT FIRST OBTAINING SYMPLUR’S WRITTEN CONSENT. SYMPLUR RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO PARTICIPATE IN ANY DEFENSE, AND TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL FULLY COOPERATE WITH SYMPLUR IN SUCH DEFENSE.
10. Term and Termination
These Terms of Service will remain in effect for Your Free Trial, and, upon conversion to a Paid Plan subscription, until Your paid subscription to the Services terminates, or until the Terms of Service are otherwise terminated as set forth herein. For Customers in a Free Trial, We may terminate this Agreement at any time, in whole or in part, for any reason, with or without notice. During the Free Trial, You may terminate this Agreement at any time by (i) providing us with written notice, and (ii) discontinuing Your use of the Services and destroying all other parts of the Service, Software and Symplur Confidential Information in Your possession.
For Customers under a Paid Plan, You may terminate this Agreement effective as of the end of the then-current subscription period by providing us with at least thirty (30) days’ written notice prior to the expiration of Your then-current subscription term. Once You are under a Paid Plan, We may terminate this Agreement at any time, in whole or in part, for any reason upon providing You with fourteen (14) days’ written notice. Upon any termination or expiration of this Agreement, all licenses, and any other rights and services provided by Us to You in this Agreement, shall cease immediately, and You shall immediately (i) pay all outstanding balances, and (ii) cease all use of the Services and destroy all other parts of the Service, Software and Symplur Confidential Information in Your possession. The following sections will survive any expiration or termination of this Agreement: 1 (with respect to any fees due and their collection), 2.2, 3 through 9, and 11.
11. Modifications to this Agreement.
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (a) by obtaining Our written consent in an agreement signed by an officer of Symplur; or (b) as set forth below in the immediately following paragraph.
You agree that Symplur may modify the terms of this Agreement from time to time, and that Your right to access the Service is conditioned on an ongoing basis with Your compliance with the then-current version of this Agreement. We will notify You when We make material revisions or modifications to the Agreement by (x) posting a notice or new version of this Agreement on the Symplur Site, or (y) providing direct notice in a communication to Your customer account (if You have one), or otherwise in some manner through the Service that We deem reasonably likely to reach You (which may be by posting to this Site or on Our blog). The modifications will be effective upon posting (unless otherwise indicated at the time of posting). By continuing to use the Services or Site following the posting of this Agreement, You consent to the revised or modified terms of this Agreement.
- Headings. Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.
- Assignment. You may not delegate, assign or otherwise transfer Your rights or delegate Your obligations under this Agreement, in whole or in part, any attempted assignment by You shall be null and void. Symplur may delegate, transfer or assign this Agreement, its rights and obligations in its sole discretion.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its choice of law provisions, and the parties agree to submit to the personal and exclusive jurisdiction of the courts in Los Angeles, California. Notwithstanding the foregoing, in the event of Your or others’ unauthorized access to or use of the Services or content in violation of these terms You agree that We are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary to give effect to the mutual intent of the parties, and so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.
- No waiver. Failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.
- Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to Symplur, or if to You, to the email or physical address associated with Your account. You hereby consent to receiving any notices relevant to the Services or this Agreement by email sent to the current email address of Your account and notices posted on the Site without requiring a handwritten signature for such notice to be effective.
- Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
- The Agreement. This Agreement constitutes the entire agreement between Customer and Symplur with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. In the event of any conflict between these Terms of Service and the terms of the DPA, the terms of the DPA shall prevail so far as the subject matter concerns the processing of personal data.
- Any claim related to these Terms of Service, the Site(s) or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to You and Your successors.
- If You are a California resident, then in accordance with Cal. Civ. Code §1789.3, You may report any complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at 1-800-952-5210.
- Symplur and Customer are not legal partners or agents, but are independent contractors.
- There are no third-party beneficiaries to this Agreement.
- The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
- All waivers and modifications must be in a writing signed on behalf of both parties by their duly authorized representatives, except as otherwise provided herein. No waiver of any breach shall constitute a waiver of any other breach.
- Notice to US Government End Users. For U.S. Government procurements, Software is a commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government must be in accordance with license rights and restrictions described in these terms.
13. Contacting Us
If You have any questions or concerns at all about Our Terms of Service, please feel free to contact us!