Table of Contents
- Acceptance of Terms
- Your Obligations and Conduct
- Confidentiality of Cyclosys Information
- Content Submitted to Cyclosys
- Delivery of Email
- Notices, Modification and Termination of Services
- Advertisements and Promotions
- Content Provided Via Links
- Intellectual Property Rights
- Disclaimer of Warranties
- Limitation of Liability
- General Terms
- Billing and Payment
Cyclosys AND ITS AFFILIATES ("Cyclosys") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN Cyclosys AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
1.2 This website ("Website") includes without limitation: (a) Online Support and Service Center services, and other on-line services accessible via the Website (collectively the "Services"); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"). Cyclosys controls and operates its Websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. Cyclosys products and services may not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and Cyclosys for violations of these Terms. In addition to the Terms and unless otherwise noted, the standard Cyclosys terms and conditions of sale in your jurisdiction govern purchases You make through the Website, unless You have in effect a separate valid written purchase or license agreement with Cyclosys for that product or service, in which case that separate agreement governs, and in cases of conflict, prevails.
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2. YOUR OBLIGATIONS AND CONDUCT
2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the "Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Cyclosys, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.
2.2 You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Cyclosys or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Cyclosys reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.
2.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Cyclosys or someone else, or spoof Cyclosys's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.
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3. CONFIDENTIALITY OF Cyclosys INFORMATION
3.1 You may obtain direct access via the Website to certain confidential information of Cyclosys and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Cyclosys and its partners.
3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Cyclosys's written request, You must cease use of Confidential Information and return or destroy it.
3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Cyclosys, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Cyclosys adequate to afford Cyclosys the opportunity to object to the disclosure.
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4. CONTENT SUBMITTED TO Cyclosys
4.1 Cyclosys does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, or in Cyclosys's Legal and Privacy Notices, any Content You provide in connection with this Website shall be deemed to be provided on a nonconfidential basis. Cyclosys shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant Cyclosys and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Cyclosys, its affiliates, and third-party providers of any information that You may provide on the Website.
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4.2 Cyclosys and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website.
5. DELIVERY OF EMAIL
Cyclosys will attempt to deliver all of the email that is addressed to Your email address on Cyclosys's Services. However, the nature of email is such that Cyclosys cannot guarantee delivery of such email.
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You agree to indemnify and hold Cyclosys and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of another.
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7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
Cyclosys may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. Cyclosys reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. Cyclosys may also delete, or bar access to or use of, all related Information and files. Cyclosys will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Cyclosys may amend these Terms at any time by posting the amended terms on this Website.
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8. ADVERTISEMENTS AND PROMOTIONS
Cyclosys may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other tha Cyclosys found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. Cyclosys is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Cyclosys advertisers on the Website.
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9. CONTENT PROVIDED VIA LINKS
You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Cyclosys is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Cyclosys will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
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10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except as expressly authorized by Cyclosys or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Cyclosys discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.
10.2 "Cyclosys Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Cyclosys uses in connection with its products and services. You agree to comply with the Cyclosys Trademark and Logo Usage Requirements. You may not remove or alter any Cyclosys Trademarks, or co-brand your own products or material with Cyclosys Trademarks, without Cyclosys's prior written consent. You acknowledge Cyclosys's rights in Cyclosys Trademarks and agree that any use of Cyclosys Trademarks by You shall inure to Cyclosys's sole benefit. You agree not to incorporate any Cyclosys Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
10.3 Cyclosys is committed to respecting others' intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our legal department via email at: [email protected].
10.4 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Cyclosys on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 10.4. Upon termination, You must immediately destroy any downloaded and/or printed Content.
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11. DISCLAIMER OF WARRANTIES
11.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. Cyclosys DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Cyclosys MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.
11.2 Cyclosys MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
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12. LIMITATION OF LIABILITY
12.1 TO THE FULL EXTENT PERMITTED BY LAW, Cyclosys IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF Cyclosys HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY
PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE,
PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE
SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY
FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
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14. GENERAL TERMS
14.1 The Terms constitute the entire agreement between You and Cyclosys relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Cyclosys representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Cyclosys or third-party products or services.
14.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the Terms will result in irreparable harm to Cyclosys for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Cyclosys will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Cyclosys seeks such an injunction.
14.3 This site provides services and uses software and technology that may be subject
to Indian Government controls. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Cyclosys agree to submit to the personal and exclusive jurisdiction of the courts located IN BANGALORE(BENGALURU), STATE OF KARNATAKA, INDIA.
Cyclosys and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside India, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
14.4 Services, Content, and product derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.S. export regulations.
14.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
14.6 The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Cyclosys's roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Cyclosys's ability to compete in a rapidly changing marketplace.
14.7 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
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15. BILLING AND PAYMENT
15.1 Payments: Payment will be made by Customer within 15 days upon receipt of an invoice. In the event there is a delay in payment for more than 5 days from the due date, the Customer shall be liable to pay an interest of 1.5% per month or maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment. Consultant shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding. Consultant will provide the Hardware and Software stated in Annexure – 01, as part of its standard package if required while providing the offshore Services from Consultant’s location(s) in India. Contractor's relationship with Company is that of an independent contractor, and nothing in this Agreement will be construed to create a joint partnership, joint venture, agency, or employer-employee relationship.
15.2 Approval Process: Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria agreed in the SOW (“Acceptance Criteria”). If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed accepted by the Customer.
15.3 You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made Monthly in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Cyclosys with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Cyclosys reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
Cyclosys.com charges and collects in advance for use of the Service. Cyclosys.com
will automatically renew and bill your credit card or issue an invoice to you each
year or as otherwise mutually agreed upon. The renewal charge will be equal to the
then-current number of total User licenses times the license fee in effect during
the prior term, unless Cyclosys.com has given you at least 30 days prior written
notice of a fee increase, which shall be effective upon renewal and thereafter.
Fees for other services will be charged on an as-quoted basis. Cyclosys.com's fees
are exclusive of all taxes, levies, or duties imposed by taxing authorities, and
you shall be responsible for payment of all such taxes, levies, or duties as applicable
You agree to provide Cyclosys with complete and accurate billing and contact information. This information includes your legal company / entity name, street address, fax, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Cyclosys reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Cyclosys in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in India will be billed in Indian Rupees and subject to Indian payment terms and pricing schemes ("Indian Customers"); (ii) all other entities outside of India will be billed in U.S. dollars or Euros and be subject to non-Indian payment terms and pricing schemes at the discretion of Cyclosys ("Non-Indian Customers").
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
16.1 Termination: Either party may terminate the Agreement upon sixty (60) days’ notice to the other party. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remain uncured for 30 days from the date of receipt of notice. In case of termination, the Consultant shall be paid for the Services provided on a pro-rata basis.
In addition to any other rights granted to Cyclosys.com herein, Cyclosys reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Cyclosys initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Cyclosys may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Cyclosys reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Cyclosys has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
Any breach of your payment obligations or unauthorized use of the Cyclosys.com Technology or Service will be deemed a material breach of this Agreement. Cyclosys, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Cyclosys.com may terminate a free account at any time in its sole discretion. You agree and acknowledge that Cyclosys.com has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. Termination upon Expiration/Reduction in Number of Licenses: This Agreement commences on the Effective Date. For all editions, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Service by completing the online subscription form, or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Cyclosys's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Cyclosys.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Cyclosys.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
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17.1 Non-Hire and Non-Solicitation: During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant or advisor of the other party to terminate his or her relationship with such other party without the prior written permission of the other party.
17.2 Force Majeure: Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
17.3 Subcontracting: Consultant may subcontract the services to any of its affiliates.
17.4 Entire Agreement: This Agreement shall constitute the complete agreement between the parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. This Agreement supersedes all previous agreements between the Consultant and the Customer, whether oral or written, regarding subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on party’s website or otherwise, shall be ineffective. There are no intended third party beneficiaries to this Agreement. Each Agreement may be executed in one or more counterparts (including scanned copies), all of which when signed and taken together constitute a single agreement between the parties.
17.5 Third Party Interactions:
During use of the Service, you may enter into correspondence with, purchase goods
and/or services from, or participate in promotions of advertisers or sponsors showing
their goods and/or services through the Service. Any such activity, and any terms,
conditions, warranties or representations associated with such activity, is solely
between you and the applicable third-party. Cyclosys.com and its licensors shall
have no liability, obligation or responsibility for any such correspondence, purchase
or promotion between you and any such third-party. Cyclosys.com does not endorse
any sites on the Internet that are linked through the Service. Cyclosys.com provides
these links to you only as a matter of convenience, and in no event shall Cyclosys.com
or its licensors be responsible for any content, products, or other materials on
or available from such sites. Cyclosys.com provides the Service to you pursuant
to the terms and conditions of this Agreement. You recognize, however, that certain
third-party providers of ancillary software, hardware or services may require your
agreement to additional or different license or other terms prior to your use of
or access to such software, hardware or services.
17.6 Excess Data Storage Fees: The maximum disk storage space provided to you at no additional charge is 500 MB. If the amount of disk storage required exceeds this limit, you will be charged the then-current storage fees. Cyclosys.com will use reasonable efforts to notify you when the average storage used reaches approximately 90% of the maximum; however, any failure by Cyclosys.com to so notify you shall not affect your responsibility for such additional storage charges. Cyclosys.com reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
17.7 Internet Delays: Cyclosys'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Cyclosys IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS AND ALSO DELAYS OCCURING DUE TO DELAYED RECIEPT OF INFORMATION CRUCIAL FOR FULLFILLING THE SERVICE.
17.8 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
17.9 The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Cyclosys's roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Cyclosys's ability to compete in a rapidly changing marketplace.
17.10 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
17.11 Mutual Indemnification: You shall indemnify and hold Cyclosys, its licensors and each such party's parent
organizations, subsidiaries, affiliates, officers, directors, employees, attorneys
and agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs)
Cyclosys.com shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including Back to top
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected].