Last Updated: October 10, 2017
If an executed agreement exists between the legal entity on whose behalf you’re accessing the Services (as defined below) and SynthesisVR or a SynthesisVR authorized distributor/reseller, at any time regarding the Services, the terms of that agreement shall supersede these Terms of Service in its entirety, except that Section 5 and the SynthesisVR Privacy Policy shall continue to govern the use of data submitted by you during the registration process for the Services. Upon termination of that agreement you have the right to continue to use the Service under these Terms of Service.
By using the products and services of SynthesisVR (collectively the “Service”), You signify and agree to be bound by these Terms of Service, unless an executed agreement already exists as stated above. Conditions of purchase or other conditions of You and/or third parties or additions to or deviations from these Terms of Service shall only apply when explicitly agreed in writing between the Parties. These Terms of Service apply to all Services of SynthesisVR and all Services included therein.
If You are entering into these Terms of Service on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms of Service or any other terms and conditions, in which case the terms “You” or “Your” shall refer to such entity.
For reference, a Definitions section is included at the end of these Terms of Service.
1. Definitions
- “Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which SynthesisVR will deliver the Services or any other products or services defined therein.
- “Service”, “Services”: means all products, services of SynthesisVR, including but not limited to our websites, applications, other software, Support Portal, Partner Portal, (cloud) hosting services, platform as a service, documentation and manuals, except Customer Data.
- “Install” means placing the Service on a computer’s hard disk, CD-ROM or other secondary storage device.
- “Use” means (i) executing or loading the Service into computer RAM or other primary memory, and (ii) copying the Service for archival or emergency restart purposes.
- “Customer Data”: any data saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service
- “Customer Deliverables”: means deliverables that are provided by SynthesisVR as part of Professional Services that: (i) constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data, or (ii) are expressly identified as being owned by You in the applicable Order Form or SOW, The term “Customer Deliverable(s)” does not include Service.
- “Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services.
- “SynthesisVR”, “Us”, “Our”, “We”: “SynthesisVR Inc.” (a corporation under the law of the United States of America) and/or any affiliated or subsidiary company.
- “Party”, “Parties”: You or SynthesisVR individually (‘Party’) or together (‘Parties’).
- “Professional Services”: fee based consulting, quality assurance or training services SynthesisVR may perform pursuant to a statement of work (“SOW”) or Order Form issued pursuant to these Terms of Service. Each SOW or Order Form shall be deemed part of and subject to these Terms of Service.
- “Terms of Service”: these Terms of Service, together with the documents referred to in these Terms of Service.
- “You”, “User(s)”: anyone who entered into an Agreement with SynthesisVR or uses or accesses a Service of SynthesisVR, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of SynthesisVR or have been supplied user identifications and passwords by You (or by SynthesisVR at Your request), even if no charge is due or registration is needed.
2. License
SynthesisVR hereby grants You, for the term of this Agreement, a non-exclusive, non-assignable, right and license to use the Service on its Local Area Network (LAN) currently operating at “The Site”.
All rights not expressly granted to You are reserved by SynthesisVR and its licensors. You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, or disclose the results of any such benchmark to any third party. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) remove or modify any markings or notices of proprietary rights in the Service; (iv) reverse engineer the Service; (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (viii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ix) attempt to gain unauthorized access to the Service or its related systems or networks. You consent to use the Service in accordance with any technical and usage limitations, including but not limited to the number of Stations, number of applications, disk storage, RAM, number and type of integrations, geography and traffic. During the term of the Agreement and for a period of three years following its termination, SynthesisVR may inspect and audit Your records to verify compliance with the Agreement, these Terms of Service and other terms and conditions. You agree to cooperate with the audit, provide us with reasonable assistance and access to information.
3. Your Responsibilities
You are responsible for all activity occurring under Your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to data privacy, international communications and the transmission of technical or personal data. You shall treat the account information, access and identification codes as confidential and with due care. You shall: (i) notify SynthesisVR immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SynthesisVR immediately and use reasonable efforts to stop immediately any copying or distribution of (parts of) Services that is known or suspected by You (iii) not impersonate another SynthesisVR User or provide false identity information to gain access to or use the Service.
4. Your Intellectual Property Rights
As between SynthesisVR and You, You own all rights, title and interest, including all related intellectual or industrial property rights, in and to any Customer Data & Customer Deliverables and SynthesisVR hereby assigns and transfers to You any rights, title or interest SynthesisVR may acquire in any Customer Deliverables upon receipt of payment in full from You. Subject to these Terms of Service, and during the term for which You have a right to use the Service, SynthesisVR hereby grants You a limited, non-exclusive, non-transferable and terminable license to use any Service incorporated in the Customer Deliverables, solely in connection with Your authorized use of the Service.
5. SynthesisVR’s Intellectual Property Rights
SynthesisVR alone, and its licensors where applicable, shall own all right, title and interest, including all related intellectual or industrial property rights, in and to all Services of SynthesisVR (including all its algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. These Terms of Service are not a sale and does not convey to You any rights of ownership in or related to the Service or the intellectual property rights owned by SynthesisVR. The SynthesisVR name, the SynthesisVR logo, and the product names associated with the Service are trademarks of SynthesisVR or third parties, and no right or license is granted to use them. SynthesisVR may use Your logos and reference Your name and the nature of the Services provided hereunder in SynthesisVR marketing efforts, including on the SynthesisVR web site.
6. Privacy & Security
SynthesisVR’s privacy and security policies may be viewed at https://synthesisvr.com/privacy/. SynthesisVR reserves the right to modify its privacy and security policies in its discretion from time to time. By providing SynthesisVR Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers. SynthesisVR’s implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to service or technical problems, on Your request, or to provide Professional Services. SynthesisVR shall be entitled to change the account, access- and identification codes assigned.
7. Trial Period
SynthesisVR may offer a portion or specific editions of the Service free of use. It is under sole discretion of SynthesisVR to specify the conditions for free use and SynthesisVR deems the right to modify these conditions of free use at any time. For non-free portions or Editions of the service, the Service may be made available to You for an initial free trial period of up to fifteen days from Your acceptance of these Terms of Service. If You do not purchase a paid subscription for the Service from SynthesisVR prior to the conclusion of the free trial period, Your access to these non-free portions of the Service will be suspended and any Customer Data that is uploaded to these non-free portions of the Service may be deleted. If You wish to continue using the Service, You must contact SynthesisVR and purchase a paid subscription for Your continued use of such Service.
In the event that You fails to notify SynthesisVR of any difficulties or problems with the Service within Thirty (30) days after installation thereof, You shall be deemed to have accepted the Service. Prior to acceptance of such Service, SynthesisVR shall have the right to repair or replace the Service at its discretion. Upon acceptance of such Service, SynthesisVR shall be under no obligation to repair or replace such Service except as provided for in the Warranty provision in this Agreement.
8. Representations & Warranties
SynthesisVR shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. However, unless explicitly otherwise agreed in writing between Parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. SynthesisVR and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. SynthesisVR and its licensors do not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free of operate in combination with any other hardware, software, system or data (b) the Service will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your Requirements or expectations, (e) errors or defects will be corrected, or (f) the Service or the server(s) that make the Service available are free of viruses or other harmful components. All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by SynthesisVR and its licensors. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. SynthesisVR is not responsible for any delays, delivery failures, or other damage resulting from such problems.
SynthesisVR shall not be responsible for any Customer Data. You, not SynthesisVR, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and SynthesisVR shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. SynthesisVR reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Service.
9. Limitation of Liability
IN NO EVENT SHALL SynthesisVR’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE Terms of Service AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SynthesisVR TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL SynthesisVR AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF SynthesisVR AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.
10. Indemnification
You shall defend, indemnify and hold harmless SynthesisVR, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (ii) a claim arising from the breach by You or Your Users of the Agreement or these Terms of Service or any law, rule, regulation or treaty; (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by SynthesisVR.
11. Notice
SynthesisVR may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in SynthesisVR’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in SynthesisVR’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to SynthesisVR (such notice shall be deemed given when received by SynthesisVR) at any time and addressed to the attention of: Chief Executive Officer.
12. Assignment; Change in Control
Neither Agreements nor (the rights delivered from) these Terms of Service may be transferred or assigned by You without the prior written approval of SynthesisVR. The obligations arising from these Terms of Service and/or Agreements may be assigned by SynthesisVR without notice to You and without Your consent. Any transfer or assignment in violation of this section shall be null and void. Any actual or proposed change in control of You that results or would result in a direct competitor of SynthesisVR directly or indirectly owning or controlling 50% or more of You shall entitle SynthesisVR to terminate the Agreement or (any rights delivered from) these Terms of Service for cause immediately upon written notice.
13. Force Majeur
SynthesisVR shall not be bound to fulfill any obligation if prevented from doing so by force majeure. Insofar as not already included, force majeure shall further mean instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of SynthesisVR or force majeure on the part of suppliers of SynthesisVR.
14. Termination
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
A. SynthesisVR shall have the right to immediately terminate this Terms of Service if You fails to perform any obligation required of You under this Terms of Service or if You becomes bankrupt or insolvent.
B. Your Right to Terminate. Once you have a paid subscription with Synthesis VR you have the right to terminate this Agreement at any time on one (1) month written notice to SynthesisVR if SynthesisVR fails to cure issues arising with Service. If You wants to terminate under any other condition before the end of this agreement, an early termination fee equal to 1 month of subscription will charged to You.
You agree that SynthesisVR shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. The following Sections shall survive the termination and/or expiration of this Agreement: Sections 3 (Your Intellectual Property Rights); 4 (SynthesisVR ‘s Intellectual Property Rights); 7 (Representations & Warranties); 8 (Limitation of Liability); 9 (Indemnification); and 15 (Jurisdiction and Disputes).
15. Modification to Terms
SynthesisVR reserves the right to modify these Terms of Service and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of these Terms of Service on the Service. You are responsible for regularly reviewing these Terms of Service. Continued use of the Service after any such changes shall constitute Your consent to such changes.
16. Jurisdiction and Disputes
A. This Agreement shall be governed by the laws of California.
B. Both parties agree to resolve any issues with an impartial mediation process and find a solution that would be acceptable to both parties. The mediation process with be based in California, USA.
C. All disputes unable to resolve using a mediator shall be resolved in the applicable state or federal courts of California. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
17. Questions or Additional Information
If You have questions regarding these Terms of Service or wish to obtain additional information, please contact us via https://synthesisvr.com/contact-us/.