TERMS OF SERVICE
EFFECTIVE DATE: September 16, 2022
You hereby represent that you have the full right, power, and authority to enter into these Terms and to fully perform all of your obligations hereunder and that you are under no legal disability or contractual restriction that prevents you from entering into these Terms.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF OUR LIABILITY AND BINDING ARBITRATION. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE.
Do not hesitate to contact us at email@example.com if you have any questions related to your use of the Service and/or the Agreements.
SILSYNC offers a collaborative work management platform for hardware design and development (the “Platform”). The Platform allows teams to develop hardware products faster by acting as the single source of truth, providing a visual product breakdown structure, as well as access and version control tools.
We do not intend that the Service be used by anyone under 18 years old. If we learn or have reason to suspect that an individual who has created an account on the Platform (“Account”) is under 18 years of age, we will promptly revoke such individual’s access to the Service and delete any personally identifiable information submitted by that individual. Further, you represent and warrant that your use of the Service does not and will not conflict with any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms.
You Must Register for an Account
You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it up to date. We reserve the right to suspend or terminate your Account according to these Terms if we determine that any information provided by you is inaccurate or incomplete. If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
You Must Safeguard Your Account
If you become aware that an unauthorized third party is using your information to interact with the Service, you must promptly notify us of such use. You agree that we will not be liable for any loss or harm that you incur if someone else uses your information to interact with the Service, either with or without your knowledge, and that you will be solely responsible for such use, whether or not you authorized the use. You are responsible for safeguarding your Account information, including your password. You agree not to disclose your password to, or share your Account with, any third party. You are solely responsible for maintaining and protecting your Account.
Access to the Platform
Access to the Platform requires access to the Internet. You are responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet and any telephone, wireless or other connection and service fees associated with such access.
If you open an Account, you understand that SILSYNC will collect and maintain information related to your use of the Platform. SILSYNC connects, though may not always display, that information to your Account in order to conduct our business operations.
USE OF THE SERVICE
The Platform may provide you with the ability to add, create, upload, submit, distribute, post, or share data, file attachments, text, images, reports, personal information, or any other content (collectively, “Customer Data”) on or through the Platform and on websites or other services outside the Platform.
In addition to other requirements under the Agreements, Customer Data and your use of the Service must comply with the requirements and restrictions set forth in this Section 5. SILSYNC reserves the right, but not the obligation, to monitor Customer Data, your use of the Service and your activities on the Platform. We may remove any of Customer Data and/or limit or terminate your access to the Service and/or the Platform if we determine, in good faith, that Customer Data or your activities violate this Section 5. Further, you understand and agree that we have the right, but not the duty, to pre-screen, edit, refuse, move or remove any Customer Data posted to the Platform.
You agree not to transmit any inappropriate Customer Data on the Service (including via any messaging functionality on the Platform), including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services except as it relates to the Projects and as otherwise authorized by SILSYNC. We may remove such content from our servers, and we may suspend or revoke your access to the Service, and we reserve the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.
As between you and SILSYNC, you own all right, title and interest in and to any of Customer Data, excluding any SILSYNC intellectual property incorporated therein or otherwise utilized by Customer Data.
Subject to the Agreements, you grant us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you. The license for each specific piece of Customer Data is effective when you use the Service with respect to such specific piece of Customer Data and ends when you or SILSYNC delete or otherwise remove such specific piece of Customer Data from the Platform; provided, however, SILSYNC may retain archival copies of Customer Data: (1) for a limited period of time if you wish to republish or otherwise restore any of Customer Data that you removed from the Platform; (2) when Customer Data is subject to a DMCA notice, legal claim or other dispute; or (3) if SILSYNC reasonably believes it is required to do so. The licenses you grant to SILSYNC specifically include necessary rights for SILSYNC to exercise its rights and perform its obligations.
You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service; (ii) the Customer Data is in compliance with, and subject to, the terms of the Agreements; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in the Agreements, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); or (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in the Agreements, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that SILSYNC shall not monitor and/or moderate the Customer Data and there shall be no claim against SILSYNC for failing to do so.
You will be able to use SILSYNC’s messaging tool to communicate with other Users with whom you have a designated connection with (e.g. Users in your team). However, this messaging tool may not be used for any of the following activities:
Sending unsolicited advertising or promotions, requests for donations, or spam; Harassing or abusing another User of the Platform; Contacting someone after they have explicitly asked you not to; or Taking any other action in violation of the Agreements.
By creating an Account, you electronically agree to accept and receive communications from SILSYNC or third parties providing services to SILSYNC including, without limitation, via email.
PERMITTED USE OF THE SERVICE
You may only use the Service for its intended purpose. You may not use the Service for any other purpose. Any non-permitted use of the Service, as determined in our sole discretion, shall be grounds for immediate termination of these Terms and immediate termination of your use of, and access to, the Service. Further, you represent and warrant that your use of the Service does not and will not conflict with any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms.
You are prohibited from violating or attempting to violate any security features of the Service, including, without limitation, taking any of the following actions:
accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; interfering or attempting to interfere with service to any User, host, or network, including, without limitation, by means of submitting a virus to the Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities; and forging any TCP/IP packet header or any part of the header information in any email or in any posting using the Service. Further, you may not copy, sell, distribute, publish, download, or reproduce any aspect of the Service.
Further, you agree not to take any of the following actions when using the Service:
modifying, making derivative works of, decompiling, reverse-engineering, disassembling, or otherwise convert any aspect of the Service; licensing, selling, renting, leasing, transferring, assigning, distributing, hosting, or otherwise commercially exploiting the Service; accessing the Service in order to build a similar or competitive service; accessing (or attempting to access) any part of the Service by means other than through the interface that is provided by us; removing, obscuring or altering any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Service; or using the Service except as permitted by these Terms.
OWNERSHIP OF THE SERVICE
All right, title and interest in and to the Service, including, but not limited to, all of the software and code that comprise and operate the Platform (collectively, the “Software”), and all of the text, photographs, illustrations, images, graphics, audio, video, URLs, advertising copy and other materials provided through the Platform (collectively, the “SILSYNC Content”) are owned by us or by third parties who have licensed SILSYNC Content to us. The Platform is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire SILSYNC Content of the Platform is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement, and enhancement of the SILSYNC Content.
Subject to your acceptance of, and compliance with, the applicable Agreements and your payment of any applicable fees or charges, depending on how you use or interact with our Platform, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform in a manner that is consistent with the Agreements and the Platform’s intended purpose(s). You obtain no rights to the Platform except to use it in accordance with the Agreements.
The SILSYNC names and logos (including, but not limited to, those of our affiliates), all product and service names, all graphics, all button icons and all trademarks, service marks and logos appearing within the Platform, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of SILSYNC (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress (collectively, “Marks”) mentioned, displayed, cited, or otherwise indicated within the Platform are the property of their respective owners. You are not authorized to display Our Marks in any manner without our prior written permission. You are not authorized to display or use the Marks of any third-party that appear within the Platform without the prior written permission of the applicable third-party.
Further, you may choose to, or we may invite you to submit comments, suggestions, or ideas about the Service, including how to improve the Service (“Feedback”). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligation. We may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation or credit owed to you. You also agree that we do not waive any rights to use similar or related ideas previously known to us, developed by its employees, or obtained from other sources.
Notwithstanding anything to the contrary, SILSYNC shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Platform and shall be free (during and after the term hereof) to (a) use such data and other information to develop and improve the Platform and other SILSYNC offerings, and (b) disclose such data and other information solely in an aggregated and anonymized format that does not identify you or any individual.
THIRD PARTY SITES AND SERVICES
As referenced above, our Service may be integrated with services provided by third parties as part of the functionality of the Service. You understand that we do not have control over third parties and that such third parties are not agents of SILSYNC. YOU ACKNOWLEDGE AND AGREE THAT WE MAKE NO REPRESENTATION OR WARRANTY ABOUT, DO NOT ENDORSE, AND WILL NOT BE LIABLE FOR ANY THIRD PARTY’S PRODUCTS OR SERVICES OR THE INFORMATION PROVIDED BY THIRD PARTIES, WHETHER THROUGH THE SERVICE OR OTHERWISE. Accordingly, we are not responsible for your use of any third-party product or service or any harm or losses arising from or relating to your use of any third-party products or services. You should contact the third party with any questions about their products and services. We hereby disclaim and you hereby discharge, waive and release us and our licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services.
If you are a California resident, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
UPDATES TO THE SERVICE
We may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. If you do not want such Updates, your remedy is to terminate your Account and stop using the Service. If you do not terminate a previously created Account, you may receive Updates automatically. You acknowledge that you may be required to install Updates to use the Service. Your continued use of the Service is your agreement to these Terms with respect to the Service.
We may offer a freemium subscription account (“Free Account”). You will be required to pay additional fees to access certain features that are not available under the Free Account.
Paid Subscriptions and Order Forms.
We also offer paid subscription accounts (“Paid Account”). Our order forms may be completed and placed in various ways, including, without limitation, an online form, in-product screens or any other mutually agreed upon offline form delivered by you to SILSYNC, including email (the “Order Form”). Such Order Form will list, at the least, the subscription plan, term, and the associated fees. Any applicable subscription fees are subject to change at any time and for any reason by SILSYNC in its sole and absolute discretion.
You are required to pay all fees and charges imposed by SILSYNC arising from your use of the Platform as described in the applicable Order Form and the Agreements, including, without limitation, fees that must be paid in advance. Your authorization to use the Platform is contingent on your payment of all applicable fees. All fees are exclusive of any applicable use, sales, value added, excise and other similar taxes and government charges (collectively, “Taxes”). Taxes do not include any taxes on the net income of SILSYNC or any of its affiliates. Unless otherwise stated, all fees are in United States Dollars.
Subscription Term and Renewal.
Free Account accounts remain in effect from the date they are created until they are cancelled or terminated in accordance with the Agreements. Except as provided in the Enterprise Agreement or applicable Order Form, Paid Accounts automatically renew at the end of each subscription period for the same period unless you cancel your subscription by providing us notice of cancellation in writing (email sufficient). Notice of cancellation must be provided prior to the expiration of the current subscription term. Without limiting SILSYNC’s other rights under the Agreements, nothing in these Terms shall require SILSYNC to renew any subscription or otherwise continue to make the Platform available to you after the end of your current subscription term.
Payment Method; Credit Card Authorization.
Users may pay fees using credit cards, debit cards, or other payment methods as may be determined by SILSYNC from time to time. If you submit your payment information through the Platform, then you authorize SILSYNC to store that payment information and charge your payment method for any aspect of the Service that you may purchase. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Where applicable, you authorize us to charge any credit card provided by you all amounts due under this Agreement, including without limitation amounts for any additional features, transaction fees, subscription fees, and other payments, taxes, and fees. You agree to keep your payment information current at all times. If the card cannot be verified, is invalid, is over-limit, or is not otherwise acceptable, the Service may be suspended or cancelled by us without notice and we may generate invoices for payment. If you dispute any charges, you must provide SILSYNC with notice within fourteen (14) days after the date that SILSYNC charges you.
INFORMATION WE MAKE AVAILABLE TO YOU
As part of the Service, we may provide you with various information in furtherance of the Service. Our intention in doing so is to be helpful and to make the Service more useful to you. However, you agree that all information and suggestions that we provide to you through the Service is strictly for informational purposes and shall not be construed or relied upon in any way, and specifically shall not be construed or relied upon as professional advice of any kind. You agree that, to the fullest extent permitted by law, and as detailed below in the “Limitation of Liability” section of these Terms, we will not incur any liability at all whatsoever in the event that your reliance on any information provided by us results in harm or damage to you or your property.
INFORMATION YOU PROVIDE TO US
NOTICE AND PROCEDURE FOR MAKING U.S. CLAIMS OF COPYRIGHT OR TRADEMARK INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright and/or trademark infringement, please provide a notice (a “DMCA Notice”) with the following information to SILSYNC’s Copyright Agent:
a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest;
b) A detailed description of the copyright work or trademark that you claim has been infringed;
c) A description of precisely where the material that you claim is being infringed is located on the Service;
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 or trademark 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 trademark owner or authorized to act on the copyright or trademark owner's behalf.
SILSYNC’s Copyright and Trademark Agent for DMCA Notices is:
Attention: SILSYNC, Inc. 1585 Waller St. San Francisco, CA 94117 firstname.lastname@example.org
We may give notice to our Users by means of a general notice on our Service, electronic mail to a User’s email address in our records, or by written communication sent by first-class mail to a User’s physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated Copyright and Trademark Agent. To be effective, the counter-notification must be a written communication that includes the following:
a) Your physical or electronic signature;
b) Identification of the material that has been removed or to which access had been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
c) A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake to misidentification of the material to be removed or disabled; and
d) Your name, physical address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which SILSYNC may be found, and that you will accept service or process from the person who provided notification of alleged infringing material or an agent of such person.
SILSYNC may terminate Accounts that have been the subject of five (5) separate DMCA notices. In the event a User’s materials are removed due to a DMCA Notice and then subsequently restored due to the filing of a counter-notification, SILSYNC will treat the underlying DMCA Notice as withdrawn. SILSYNC reserves the right to terminate Accounts that are the subject of fewer than five (5) DMCA Notices in appropriate circumstances - such as where the User has a history of violating or willfully disregarding these Terms.
YOUR USE OF OTHERS’ INTELLECTUAL PROPERTY
Although you may provide information and content to SILSYNC as part of your use of the Service, you agree to be respectful of others’ intellectual property rights. You may not upload, transmit, or otherwise distribute any information or content in violation of intellectual property laws or proprietary rights of any third parties. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third-party rights caused by any information that is generated or submitted through your use of the Service. We take claims of intellectual property infringement seriously. As such, we reserve the right to suspend and/or revoke access to the Service for any User who is found to have infringed on the intellectual property rights of third parties, or us, or otherwise is found to have violated any intellectual property laws.
TERMINATION OF YOUR USE OF THE SERVICE
After termination by either party, you shall no longer have access to, and shall cease all use of the Service. In addition, all licenses granted to you by SILSYNC under this Agreement will end.
In connection with these Terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Website, Service, Platform, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
ASSUMPTION OF RISK
YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOU AGREE THAT IF YOU CHOOSE TO USE THE SERVICE, YOU ARE DOING SO VOLUNTARILY. YOU ASSUME ALL SUCH RISKS WITHOUT LIMITATION.
DISCLAIMER OF WARRANTIES; “AS IS”
WE ARE MAKING THE SERVICE AVAILABLE “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICE. WE DO NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM OR RELATED TO ANY OF THE FOLLOWING: ANY CLAIM RELATED TO PERSONAL OR BODILY INJURY IN CONNECTION WITH THE USE OF THE SERVICE; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR RELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICE; ANY LOSS OR UNAUTHORIZED DISCLOSURE OF DATA; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR USE OF OR INTERACTION WITH ANY SERVICES OFFERED THROUGH THE SERVICE; AND ANY VIOLATIONS OF APPLICABLE LAWS, RULES, REGULATIONS, AND OTHER AGREEMENTS. THIS LIMITATION SHALL APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION.
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE EXCEED ONE HUNDRED DOLLARS ($100.00).
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In the event that any third party brings a claim against us related to your actions, content, information, or any other use of the Service by you, you agree to indemnify, defend, and hold us and our agents harmless from and against any and all third-party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) relating to such claim. We will notify you promptly of any such claim and will provide you with reasonable assistance, at your expense, in defending any such claim, provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense) of any claim for which indemnity is required, and to participate in the defense of any claim (at our expense) for which indemnity is required. You may not settle any claim without our prior consent.
You agree to resolve any dispute, claim, or controversy with SILSYNC arising out of or relating to your use in any way of the Service in the following manner. First, we both agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us at email@example.com). Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by JAMS, which shall take place in Maricopa County, Arizona, and the costs of which shall be divided equally between you and SILSYNC. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration administered by JAMS, which shall take place in Maricopa County, Arizona.
Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above.
We both agree that, in the event of arbitration, or in the event of a lawsuit as permitted by this section or otherwise, the prevailing party shall be entitled to costs and fees (including reasonable attorneys’ fees). Arbitration pursuant to this section shall be confidential, and neither you, nor SILSYNC, nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general). If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.
YOU AND SILSYNC EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Nothing contained in this section shall limit our ability to take action related to your access to the Service as provided in these Terms.
GOVERNING LAW, VENUE, & PERSONAL JURISDICTION
These Terms shall be governed by, and construed and interpreted in accordance with the laws of the State of Delaware to the exclusion of its conflict of laws provisions.
If, for whatever reason, any term or condition in these Terms is found unenforceable, all other terms and conditions will remain unaffected and in full force and effect. The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
CHANGES TO THESE TERMS
SILSYNC reserves the right to change these Terms from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms. Any changes to these Terms will become effective on the “Effective Date” indicated above. If you continue to use the Service after the Effective Date, you consent to the new Terms. SILSYNC will always have the latest Terms posted on the Service.
If you have any questions about these Terms or our Service, please feel free to contact us by email at firstname.lastname@example.org.
HEADINGS USED IN THESE TERMS
The section headings contained in these Terms are for reference purposes only and shall not affect the meaning or interpretation of these Terms in any way.