PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR SITES AND OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.

 

IT IS THE RESPONSIBILITY OF YOU, THE USER, SUBSCRIBER, OR PROSPECTIVE SUBSCRIBER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE AND/OR THE SERVICES. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES.

 

THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF product usage date both in test/pilot mode and contract signing. 

 

1. ACCEPTANCE OF TERMS

The following Terms of Service (the “TOS”) is a legally binding agreement that shall govern the relationship with our users and others which may interact or interface with Syyclops, Inc., of 5202 Sherier Place, NW, Washington, DC, USA, (“Syyclops”, “we” or “us”), and its affiliates, in association with the use of the website, which includes syyclops.com, (the “Site”) and its services (collectively, the “Services”), which is described below. Syyclops and its affiliates provide the Services to users (“you”, “Users”, “Authorized Users”, “Subscribers”) subject to any applicable Subscription Package and the following terms and conditions. If you visit the Site or use the Services, you accept these terms and conditions.  If you are using the Services on behalf of a business, that business accepts these terms and conditions.

 

You should not access or use this Site until You have carefully read and agreed to these terms and conditions.

 

The User (as defined below) acknowledges and agrees that the Services provided and made available through our website and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of Syyclops. At its discretion, Syyclops may offer additional website Services and/or products, or update, modify or revise any current content and Services, and these TOS shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. Syyclops does hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the User, acknowledge, accept and agree that Syyclops shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or products. Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications shall constitute Your acceptance of such updates, changes and/or modifications, and as such, frequent review of these TOS and any and all applicable terms and policies should be made by You to ensure You are aware of all terms and policies currently in effect. Should You not agree to the updated, revised or modified terms, You must stop using the provided Services forthwith. Furthermore, the User understands, acknowledges and agrees that the Services offered shall be provided "AS IS" and as such Syyclops shall not assume any responsibility in connection with the User’s use of the Site or Services.

 

1. DESCRIPTION OF SERVICES OFFERED

The Software available through the Site is a cloud-based facility management building modeling program, including Upgrades and Updates that are made during an applicable Support period[TH1] [R2] [TH3] .

 

1. DEFINITIONS

 

1. “Authorized Partner” means any of Syyclops’s distributors, resellers or other business partners that are authorized by Syyclops in writing to sell Services granted under this TOS.

 

1. “Authorized User” means an individual subscriber or the partners, members, employees, temporary employees, and independent contractors (including Managing Parties) of an organization with a subscription to the Service who have been added to the account as Users.

 

1. “Subscriber” refers to the purchaser of the Services provided by Syyclops and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

 

1. “Confidential Information” means the Content (as defined below) and any information, technical data, or know-how considered proprietary or confidential by Syyclops including, but not limited to, Syyclops’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

 

1. “Content” means any information You upload or post to the Services and any information provided by You to Syyclops in connection with the Services, including, without limitation, information about your Authorized Users.

 

1. “Documentation” means explanatory materials in printed, electronic or online form accompanying the Services in English and other languages, if available.

 

1. “DATs” means detection definition files, also referred to as signature files, that contain the code(s) anti-malware software used to detect and repair viruses, Trojan horses, and potentially unwanted programs.

 

1. “High Risk System” means a device or system that requires extra safety functionalities such as fail-safe or fault-tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury, or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault- tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High Risk Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities.

 

1. “Managing Party” means a third party with which a Subscriber enters into a contract to manage information technology services.

 

 

1. “Standard” means a technology specification created by a government sponsored group, an industry sponsored group, or any similar group or entity that creates technology specifications to be used by others. Examples of Standards include GSM, LTE, 5G, Wi-Fi, CDMA, MPEG, and HTML. Examples of groups that create Standards include IEEE, ITU, 3GPP, and ETSI

 

1. “Subscriber” refers to the purchaser of the Services provided by Syyclops.

 

• “Subsidiary” means any entity controlled by Subscriber through greater than fifty per cent (50%) ownership of the voting securities.

 

1. “Support” or “Technical Support” means the support services offered by Syyclops for the support and maintenance of the Subscription Services [TH4] ..

 

• “Updates” are related to content of the Software, including, without limitation, all DATs, signature sets, policy updates, and database updates for the Software, and that are made generally available to Syyclops’s customer base as a part of purchased Support and which are not separately priced or marketed by Syyclops.

 

• “Upgrade” means any and all improvements in the Software that are made generally available to Syyclops’s customer base as part of purchased Support and which are not separately priced or marketed by Syyclops.

 

1. “User” refers to all persons who access or use the Site or Services.

 

1. LICENSE

Syyclops grants you a limited license to access and make use of the Services solely for your own internal business operations, and not to download (other than page caching) or modify the Services, or any portion of the Services, except with express written consent of Syyclops. This license does not include any resale or commercial use of the Services or their contents; any derivative use of the Services or their contents; any downloading or copying of account information for the benefit of another third party; or any use of data mining, robots, or similar data gathering and extraction tools. The Services or any portion of thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Syyclops. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Syyclops and our affiliates without express written consent. You may not use any meta tags or any other “hidden text” utilizing Syyclops’s name or trademarks without the express written consent of Syyclops. Any unauthorized use terminates the permission or license granted by Syyclops. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Syyclops so long as the link does not portray Syyclops, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Syyclops logo or other proprietary graphic or trademark as part of the link without express written permission.

 

1. ACCOUNT CREATION

To create an account and become a User of the Site, You must be at least 18 years of age and a resident of the United States eligible to hold employment in United States, either by virtue of citizenship or by virtue of having obtained lawful employment status as appropriate, and able to enter into and form a legally binding contract. In addition, You must be in good standing and not an individual that has been previously barred from receiving the Site’s Services under the laws and statutes of the United States or other applicable jurisdiction.

 

When You create an account, the Site may collect information such as Your name, business name, e-mail address, birth date, gender, mailing address, occupation, industry and personal interests. You can edit Your account information at any time. Once You create an account and sign in to our Services, You are no longer anonymous to us. Furthermore, the party creating the account hereby acknowledges, understands and agrees to: a) furnish factual, correct, current and complete information with regards to Yourself as may be requested by the data registration process, and b) maintain and promptly update Your registration and profile information in an effort to maintain accuracy and completeness at all times. If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, Syyclops will have sufficient grounds and rights to suspend or terminate the User in violation of this aspect of the TOS, and as such refuse any and all current or future use of Syyclops Services, or any portion thereof.

 

It is Syyclops’s priority to ensure the safety and privacy of all its visitors and Users, especially that of children. Syyclops therefore does not allow persons under the age of 18 from creating an account and using the Site.

 

1. PRIVACY POLICY

Every User's registration data and various other personal information are strictly protected by the Syyclops’s Online Privacy Policy. As a User, You herein consent to the collection and use of the information provided, including the transfer of information within the United States and/or other countries for storage, processing or use by Syyclops and/or our subsidiaries and affiliates.

 

1. USER ACCOUNTS

As a User of the Services, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the Use or Subscriber from whom the content originated. In short, this means that You are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by Syyclops to you.

 

1. Subscribers are responsible for all use of the Services by Authorized Users associated with their subscription to the Services.

 

1. Users must be an Authorized User of a current Subscriber. Each Authorized User will be provided with a unique identifier to access the Services (“Username”). The Username shall only be used by the Authorized User to whom it is assigned and shall not be shared with, used by any other person, including other Authorized Users.

 

1. Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Services, use of the Services, or any portion of the Services, including, but not limited to the user interface, product functionality, other programming elements or any visual design elements without the express written permission from Syyclops.

 

1. Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Services or modify another website so as to falsely imply that it is associated with the Services, Syyclops, or any other software or service provided by Syyclops without the express written consent of Syyclops.

 

1. Users agree that they will not knowingly use the Services in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these TOS.

 

1. Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

 

1. Managing Parties shall use the Services for the Subscriber’s internal operations only and not for the benefit of another third party or the Managing Party. Managing Parties shall comply with the terms and conditions of these TOS and Subscriber shall provide Syyclops with written notice that a Managing Party will be using the Services on its behalf. Subscriber shall be responsible and fully liable for each Managing Party’s compliance with or breach of these TOS.

 

1. Subscribers grant to Syyclops a non-exclusive, royalty free right during Subscribers’ and use of the Services, to use the Content for the purpose of performing Syyclops’s obligations these TOS. Such rights shall include permission for Syyclops to generate and publish aggregate, reports on system usage and Content trends and type, and other rights designated in Syyclops’s Privacy Policy.

 

Syyclops herein reserves the right to access, preserve and/or disclose User account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:

 

1. compliance with any legal process;

 

1. enforcement of the TOS;

 

1. responding to any claim that therein contained content is in violation of the rights of any third party;

 

1. responding to requests for customer service; or

 

1. protecting the rights, property or the personal safety of Syyclops, its visitors, and Users, including the general public.

 

Syyclops herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by Syyclops or any other content providers supplying content services to Syyclops. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.

 

1. INTERSTATE COMMUNICATION

Upon creating your account, You hereby acknowledge that by using syyclops.com to upload Content and send electronic communications, which would include, but are not limited to, email, searches, instant messages, uploading of files, photos and/or videos, You will be causing communications to be sent through our computer network. Therefore, through Your use, and thus Your agreement with this TOS, You are acknowledging that the use of this Service shall result in interstate transmissions.

 

1. CAUTIONS FOR GLOBAL USE AND EXPORT AND IMPORT COMPLIANCE

Due to the global nature of the internet, through the use of our network You hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable content.

 

Syyclops controls and operate the Site from the United States, and all information is processed within United States and there is no representation or intention that the Site is available for use in other locations, including and particularly the countries comprising the European Union or any other jurisdiction in which the General Data Protection Regulation (GDPR) (EU) 2016/679 are applicable and enforceable. If You are in the European Union, You are not eligible to use the Site.

 

Users who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Without limiting the generality of the foregoing, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

 

Furthermore, You state and pledge that You:

1. are not on the list of prohibited individuals which may be identified on any government export exclusion report nor a User of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;

2. agree not to transfer any software, technology or any other technical data through the use of our network Services to any export-prohibited country;

3. agree not to use our website network Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and

4. agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of U.S . or other applicable export and/or import laws.

 

1. INDEMNITY

All Users herein agree to insure and hold Syyclops, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a User may submit, post, modify, transmit or otherwise make available through our Services, the use of Services or Your connection with these Services, Your violations of the TOS and/or Your violation of any such rights of another person.

 

1. COMMERCIAL REUSE OF SERVICES

The User agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to Syyclops’s sites.

 

1. USE AND STORAGE GENERAL PRACTICES

You herein acknowledge that Syyclops may set up any such practices and/or limits regarding the use of our Services. In addition, You also agree that Syyclops has absolutely no responsibility or liability for the removal or failure to maintain storage of any messages and/or other communications or content maintained or transmitted by our Services. You also herein acknowledge that We reserve the right to delete or remove any account that is no longer active for an extended period of time. It is Your agreement to this TOS which establishes Your consent to allow Syyclops to store any and all information on its servers.

 

1. MODIFICATIONS

Syyclops reserves the right to modify the features and functionality of the Services from time to time, whether for the purposes of fixing errors or otherwise (a “Modification”), and Syyclops shall use reasonable efforts to provide advance notice to you prior to such Modification taking effect, provided that Syyclops shall not modify the Systems in a manner which would have (in Syyclops’s reasonable judgment) an adverse effect on your use of or ability to use the Services, without providing at least thirty (30) days prior written notice to you of any such Modification. You may not refuse any Modification to the Systems performed by Syyclops provided, however, that in the event such Modification could reasonably be expected to have a material adverse effect on your business or operations taken as a whole (a “Material Adverse Effect”), you may, within ten (10) days of such Modification taking effect, provide written notice to Syyclops describing in reasonable detail the Material Adverse Effect caused by such Modification. Syyclops shall then have ninety (90) days from receipt of such notice to take any action Syyclops deems reasonably necessary in respect of such Modification to eliminate or render immaterial such Material Adverse Effect, failing which you may terminate the relevant Service upon written notice to Syyclops. Your right of termination shall be Customer's only remedy in connection with any Modification hereunder.[TH5] [R6] [TH7] 

 

1. CHANGES TO SUBSCRIBER CONTENT

Changes to Subscriber’s Content may be requested via Syyclops’s ticketing system.  Syyclops shall make such changes according to its regularly scheduled Updates and usually within thirty (30) days of receiving such request via the ticketing system. In the event that any such changes require a substantial Modification, such as changes to source code, Syyclops shall assess and approve such Modifications prior to implementation.  Syyclops shall approve or decline any such Modifications in its sole discretion.

 

1. TERMINATION

A Subscriber’s account and continued use of the Services shall be maintained in accordance with an applicable subscription and these TOS.  Subscribers are responsible for administering and authorizing Authorized Users associated with their subscription account. As a User, You agree that Syyclops may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit Your account, any email associated with Your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:

1. any breach or violation of our TOS or any other incorporated agreement, regulation and/or guideline;

2. by way of requests from law enforcement or any other governmental agencies;

3. the discontinuance, alteration and/or material modification to our Services, or any part thereof;

4. unexpected technical or security issues and/or problems;

5. any extended periods of inactivity;

6. any engagement by You in any fraudulent or illegal activities; and/or

7. the nonpayment of any associated fees that may be owed by You in connection with Your syyclops.com account Services.

Furthermore, You herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that We shall not be liable to You or any other third party with regards to the termination of Your account, associated email address and/or access to any of our Services. The termination of Your account with syyclops.com shall include any and/or all of the following:

1. the removal of any access to all or part of the Services offered within syyclops.com;

2. the deletion of Your password and any and all related information, files, and any such content that may be associated with or inside Your account, or any part thereof; and

3. the barring of any further use of all or part of our Services.

 

1. LINKS

We are not responsible for the availability of any links to other external sites or resources that may be present or posted on the Site, and as such, We do not endorse nor are We responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, You acknowledge and agree that Syyclops shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.

 

1. PROPRIETARY RIGHTS

You do hereby acknowledge and agree that Syyclops’s Services and any essential software that may be used in connection with our Services shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. These TOS are not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Services are transferred to you pursuant to these TOS. You acknowledge and agree that the Services and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Services, all future Updates and Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Services, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Syyclops, having great commercial value to Syyclops. Therefore, except for that which is expressly permitted by applicable law or as authorized by Syyclops or such applicable licensor, You agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on Syyclops Services, in whole or part. Syyclops herein has granted You personal, non-transferable and non-exclusive rights and/or license to make use of the object code or our Software on a single computer, as long as You do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, You do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, You also agree not to access or attempt to access our Services through any means other than through the interface which is provided by Syyclops for use in accessing our Services.

 

1. WARRANTY DISCLAIMERS.

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

1. THE USE OF SYYCLOPS SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. SYYCLOPS AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. SYYCLOPS AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) SYYCLOPS SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) SYYCLOPS SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SYYCLOPS SERVICES WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SERVICES SHALL BE CORRECTED.

3. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF SYYCLOPS SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.

4. NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM SYYCLOPS OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

5. A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A HEALTHCARE PROFESSIONAL IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

 

1. LIMITATION OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT SYYCLOPS AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

1. THE USE OR INABILITY TO USE OUR SERVICES;

2. THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;

3. UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;

4. STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE; AND

5. ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.

 

1. HIGH RISK SYSTEMS DISCLAIMER[TH8] [R9] [TH10] 

The Software may fail and is not designed, developed, tested, or intended to be reliable in the context of high risk systems. Without limiting anything else, Syyclops has no responsibility for, and you will indemnify and hold harmless Syyclops from, all claims, suits, demands, and proceedings alleging, claiming, seeking, or asserting, any liability, loss, obligation, risk, cost, damage, award, penalty, settlement, judgment, fine, or expenses (including attorneys’ fees) arising from or in connection with your use of the software on or in a high risk system, including, without limitation, those that (a) could have been prevented by deployment of failsafe or fault-tolerant features to the high risk system, (b) are based on a claim, allegation, or assertion that the functioning of the high risk system depends or depended on the functioning of the software or that the failure of the software caused a high risk system to fail.

 

1. RELEASE

In the event You have a dispute, You agree to release Syyclops (and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

 

1. EXCLUSION AND LIMITATIONS

THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

 

1. THIRD PARTY BENEFICIARIES

You herein acknowledge, understand and agree, unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries to this TOS.

 

1. NOTICE

Syyclops may furnish You with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means currently known or any which may be herein after developed. Any such notices may not be received if You violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes Your agreement that You are deemed to have received any and all notices that would have been delivered had You accessed our Services in an authorized manner.

 

1. TRADEMARK INFORMATION

You herein acknowledge, understand and agree that all of the Syyclops trademarks, copyright, trade name, service marks, and other Syycops logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of Syyclops. You herein agree not to display and/or use in any manner the Syyclops logo or marks without obtaining Syyclops’s prior written consent.

 

1. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES

Syyclops will always respect the intellectual property of others, and We ask that all of our Users do the same. With regards to appropriate circumstances and at its sole discretion, Syyclops may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If You feel that Your work has been duplicated in such a way that would constitute copyright infringement, or if You believe Your intellectual property rights have been otherwise violated, You should provide to us the following information:

1. The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;

2. A description of the copyrighted work or other intellectual property that You believe has been infringed upon;

3. A description of the location of the site which You allege has been infringing upon Your work;

4. Your physical address, telephone number, and email address;

5. A statement, in which You state that the alleged and disputed use of Your work is not authorized by the copyright owner, its agents or the law;

6. And finally, a statement, made under penalty of perjury, that the aforementioned information in Your notice is truthful and accurate, and that You are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner's behalf.

7. The Syyclops Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:  Mailing Address: Syyclops, Inc., 5202 Serier Pl, NW, Washington DC, 20016, Attn: Copyright Agent, Email: [accounting@syyclops.com].[TH11] [R12] [TH13] 

 

1. ENTIRE AGREEMENT

This TOS constitutes the entire agreement between You and Syyclops and shall govern the use of our Services, superseding any prior version of this TOS between You and us with respect to Syyclops Services. You may also be subject to additional terms and conditions that may apply when You use or purchase certain other Syyclops Services, affiliate services, third-party content or third-party software.

 

1. CHOICE OF LAW, VENUE

By using the Services, You agree that the laws of the District of Columbia, without regard to principles of conflict of laws, will govern these TOS and any dispute of any sort that might arise between you and Syyclops or its affiliates. The Services (excluding linked sites) are controlled by Syyclops from its offices within the District of Columbia, USA. Syyclops does not intend to nor agree to submit to the jurisdiction of any other state or country by making this information available outside of the District of Columbia. Those who choose to access this Site and Services do so on their own initiative and are responsible for compliance with all local and federal laws.

 

1. ARBITRATION

Any dispute relating in any way to your use of Services provided by Syyclops shall be submitted to confidential arbitration in Washington, DC, except that, to the extent you have in any manner violated or threatened to violate Syyclops’s intellectual property rights, Syyclops may seek injunctive or other appropriate relief in any state or federal court in the District of Columbia, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these TOS shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these TOS shall be joined to an arbitration involving any other party subject to these TOS, whether through class arbitration proceedings or otherwise. Syyclops shall be paid its reasonable attorney fees and expenses for any litigation between Subscriber and Syyclops.

 

1. WAIVER AND SEVERABILITY OF TERMS

At any time, should Syyclops fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

 

1. NO RIGHT OF SURVIVORSHIP NON-TRANSFERABILITY

You acknowledge, understand and agree that Your account is non-transferable and any rights to Your account and/or contents within Your account shall terminate upon Your death. Upon receipt of a copy of a death certificate, Your account may be terminated, and all contents therein permanently deleted.

 

1. STATUTE OF LIMITATIONS

You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the TOS must be filed within 1 year(s) after said claim or cause of action arose or shall be forever barred.

 

1. FEES AND PAYMENTS

Subscription: User agrees to pay applicable subscription fees, which will be calculated upon review of building size, projected data usage, integrated software and number of users or building size. Discounts may be given to customers with multiple buildings, or under the discretion of Syyclops management. These fees are subject to change and notice of any changes may be provided in advance.

 

Payment Terms: User agrees to pay all fees in accordance with payment terms specified in contract between Syyclops and ‘User’ per the schedule of services. Syyclops shall send invoices for services rendered services at the start of each month. User agrees to pay within thirty (30) days of receipt of such invoices. Subsequent supplementary fees shall be negotiated and agreed upon with another contract instrument to be ratified in writing by both Syyclops and User prior to engagement.

 

1. DATA OWNERSHIP

Except for the rights expressly granted herein, user retains complete ownership of the content created or uploaded into the Syyclops service. User does grant Syyclops the right to access and use this data at their own discretion.

 

 [TH1]Is this an accurate but  general enough description that will survive future developments?

 [R2]This seems fine.

 [TH3]Ok, great.  This will need to be updated when you add the marketplace.

 [TH4]Delete “as further specified in the Syyclops Purchase Order” if you are not using POs and clients subscribe solely through the website

 [TH5]Ensure that this is actually how you will handle modifications.  If not, the language will need to be changed to reflect how you will actually handle modifications.

 [R6]We also hav a ticket window where the client will request "modifications" to their building like a unit has been changed and we need to update Syyclops to reflect that change.  We will make these changes as part of the monthly SaS.  However, I would like some langauge stating, Syyclops shall make the requested modficiations iva the syyclops ticket system within 30 days.  However, any modfications that require a substatnial re-write to the source code shall be assessed and approved by Syyclops before engaging in its implementation.  Syyclops also reserves the right to not implement modifications to the source code.

 [TH7]“Modifications” – as defined here – refer to the features and functionality of the underlying application/program.  We can address “changes” to client’s building (defined above as “Content” in section 3) below in the new section 14.  Attempting to keep defined terms straight and not confuse concepts.  Let me know if this language (in section 14) does not accomplish what you are intending.

 [TH8]I’m not familiar with this potential use case.  Is it likely that this will come up?  If so, we can certainly leave this paragraph in.

 [R9]Leave this in.

 [TH10]Ok.

 [TH11]You should provide an “agent” for receiving infringement claims

 [R12]Agent is me or a lawyer?  If it is a lawyer then put Ramsey, otherwise, I will act as the Agent.

 [TH13]Designating an “agent” to receive infringement claims is part of a process maintained by the U.S. Copyright Office and provides some protection to online service providers from infringement claims under the Digital Millennium Copyright Act of 1998.  As of January 1, 2018, online service providers are required to register here:  https://dmca.copyright.gov/osp/login.html.  There’s a small fee ($6 per designation, amendment, or resubmission) for each registration.  Let me know if you have further questions about this.

 

Keep in mind that this phone number and email is publicly posted on the website, so it may receive spam just by virtue of being on the internet. I would recommend designating an internal email address for this purpose, but probably not yours.