DATASYS360 TERMS AND CONDITIONS
Datasys Group, Inc. (the “Company”), has issued a license to you as a User (“User” or “You”) to use the Datasys360 Digital Portal (“Portal” and/or “Services”). As a User, you agree to the following terms and conditions:
At all times in which you have access to the Portal, User will perform its obligations under this Agreement and conduct itself in a lawful, ethical, fair, competent, and professional manner, in accordance with the highest standards of the industry. User will not, through any action, inaction, statement, or omission, negatively impact the reputation or customer goodwill of the Company and the Datasys360 brand.
User is responsible for protecting and safeguarding its Login Information. User shall not disclose or make available its Login Information other than to its authorized employees or contractors. User shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, its accounts. User is entirely responsible for any and all activities that occur by anyone who has authorized access to User’s accounts, or any other party with whom User has shared its Login Information. User agrees to notify Company immediately of any unauthorized access or use of its accounts or Login Information, or any other breach of security. User shall make any disclosures related to such unauthorized access or use, or other breach of security, that may be required under applicable law. User shall also procure each User’s guarantee and agreement that it will notify Customer promptly of any unauthorized access or use of its account or Login Information, or any other breach of security. Company is not obligated to verify the actual identity or authority of any individual using the valid Login Information of the User, its Customers, or their Users. If User, in its absolute discretion, considers Login Information to be insecure or to have been compromised, then User may immediately cancel the affected Login Information without notice and/or suspend any affected accounts.
User is responsible and liable for its actions in using the Portal and the Data, including the accuracy, integrity, legality, reliability, and appropriateness of all messages transmitted using the Portal, and any other acts and omissions. User will ensure that its use of the Portal, including the Data: (a) complies with all applicable laws, rules, and regulations, as well as this Agreement; and (b) does not infringe the rights of other parties. Company shall have no responsibility for the same.
User represents that its use of the Portal and the Data, is for lawful purposes only and that the transmission of messages or files is not in violation of any applicable laws, rules, and regulations, including without limitation encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability, or otherwise violate any local, provincial, state, national, or other law. User may not use the Portal to upload, post, reproduce, or distribute, in any way, any information, software, or other material protected by another party’s Proprietary Rights without first obtaining permission. User agrees to comply with all applicable laws, rules, and regulations, including those related to email marketing, anti-spam, anti-phishing, data privacy, international communications, and export of technical or personal data. Violations of these Terms and Conditions will cause User’s accounts to be terminated, suspended, restricted, or otherwise limited pursuant to this Agreement. Company reserves the right to take any other action that it deems necessary or appropriate, in its sole discretion, if Company believes a User has violated or will violate these terms and conditions.
UNSOLICITED EMAIL MARKETING
The transmission of unsolicited email is regulated by the CAN-SPAM Act (United States), the EU Opt-In Directive (Europe), and CASL (Canada), among other laws, rules, and regulations in these and other countries, states, provinces, and jurisdictions. Unsolicited email marketing in violation of such laws, rules, and regulations using the Portal and/or the Data is prohibited and is a material violation of this Agreement. User warrants its compliance with laws, rules, and regulations regarding unsolicited email marketing and will require its Users to comply as well.
User is fully responsible for the content of its transmissions using the Portal. User agrees and acknowledges that: (a) User is the creator of all content; and (b) User is not the author or publisher of any content.
User shall not use the Portal to store any type of information that imposes independent legal or regulatory obligations upon Company. User agrees that it will not use the Portal or the Data, to send messages that encourage, promote, provide, sell, or offer to sell products or content relating to illegal or fraudulent activities, or services related to the same. This includes without limitation illegal drugs; counterfeit or pirated goods; instructions on how to assemble or otherwise make bombs, grenades, or other weapons; and material that exploits children, encourages violence, or contains obscenity or sexually explicit content. This is not an exhaustive list and Company, in its sole discretion, may determine whether a particular message is prohibited. Company’s determination shall be final, binding, and conclusive.
Any unlawful or prohibited content stored on Company’s servers may be deleted at any time by Company without notice. Upon receipt of a complaint, Company reserves the right, but is not obligated, to review the content of any messages sent using the Portal for compliance with applicable laws, rules, and regulations, as well as this User Agreement.
User acknowledges and agrees that Company does not (a) represent or endorse the accuracy or reliability of any opinion, advice, or statement made through the Portal; b) assume liability for any harassing, offensive, or obscene/sexually explicit material distributed through the Portal by User, its Customers, or their Users, or any other parties using the accounts of the foregoing; c) assume any liability for material distributed through the Portal by User, its Customers, or their Users, or any other parties using the accounts of the foregoing, that violates of any other party's rights, including Proprietary Rights and rights of publicity or privacy; d) assume liability for claims concerning unsolicited messages sent by User, its Customers, or their Users, or any other parties using the accounts of the foregoing, including without limitation claims under the CAN-SPAM Act, the EU Opt-In Directive, and CASL.
User may not attempt to gain unauthorized access to the Portal or any other computer systems or networks connected to any Company server, through hacking, password mining, or any other means. User will not obstruct the identification procedures used by Company in the Portal.
User and its Customers may not use the Portal in any manner that could damage, disable, overburden, or impair any Company server or a network connected to a Company server, or interfere with any other party’s use and enjoyment of the Portal.
To the extent that Company suspects that User, Customers and/or Users have violated, or will violate, any of these terms and conditions, User agrees to work in good faith with Company to investigate and resolve any issues.
COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE PORTAL OR OTHER SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME COMPANY MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICES WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OR ACTIVITY IN CONNECTION WITH THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL CONTENT DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY COMPANY) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
IN NO CASE SHALL COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES AND/OR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY INJURY, LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, STATES OR JURISDICTIONS, COMPANY'S LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW.
COMPANY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE COMPANY FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE COMPANY FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT PURCHASED OR ACQUIRED THROUGH THE SERVICES.
TERMINATION AND SUSPENSION OF SERVICES
If you fail, or Company suspects that you have failed, to comply with any of the provisions of this Agreement, Company may, without notice to you: (i) terminate this Agreement and/or (ii) preclude your access to the Services. Company further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and Company will not be liable to you or to any third party should it exercise such rights.
WAIVER AND INDEMNITY
BY USING THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN BY COMPANY AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR DENY ACCESS TO ANY INFORMATION OR CONTENT, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF COMPANY'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
Except to the extent expressly provided in the following paragraph or to the extent required by applicable law, this Agreement and the relationship between you and Company, and all Transactions on the Services shall be governed by the laws of the State of Florida, excluding its conflicts of law provisions. You and the Company agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Palm Beach, Florida, to resolve any dispute or claim arising from this Agreement.
This Agreement constitutes the entire agreement between you and Company and governs your use of the Services, superseding any prior agreements with respect to the same subject matter between you and Company. You also may be subject to additional terms and conditions that may apply that are on Statements of Work or SOWs. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Company’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Company will not be responsible for failures to fulfill any obligations due to causes beyond its control. User agrees to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services and any data. User’s use of the Services may also be subject to other laws. No Company employee or agent has the authority to vary this Agreement. Company may notify User with respect to the Services by sending an email message to your email address or a letter via postal mail to User’s mailing address, or by a posting on the Services. Notices shall become effective immediately. User hereby grant Company the right to take steps Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement.
Included Information. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the Portal, (v) security codes, and (vi) all documentation provided by Company.
Excluded Information. For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.
Confidentiality Obligations. During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose other than in furtherance of this Agreement. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing a party may disclose Confidential Information (i) if required to do by legal process (i.e., by a subpoena), provided that such party shall notify the other party prior to such disclosure so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required in the operation of such party’s business.
Injunctive Relief. The parties acknowledge that a breach of this the confidentiality obligations will cause the damaged party great and irreparable injury and damage, which cannot be reasonably or adequately compensated by money damages. Accordingly, each party acknowledges that the remedies of injunction and specific performance shall be available in the event of such a breach, in addition to money damages or other legal or equitable remedies.