Please read this Terms and Conditions Agreement (“Agreement”) carefully and in its entirety. SYNMEDx, LLC. (the “Company”), a Florida corporation, developed and owns the software application entitled Medsynger (the “Software”) and provides it to its current registered users and prospective customers. Furthermore, this Agreement covers and applies to all free or purchased services of the Software application. By checking the “I Agree” box or by accessing, browsing, downloading, using or attempting to interact with any part of the Software you are indicating your consent and agreement: (a) that you are 18 years of age and that you possess the legal right to enter into this Agreement, (b) that you have read, understand, and agree to be bound by all of the terms and conditions of this user Agreement, (c) that you agree to waive any and all claims arising out of your use of the “Software” or the information contained herein, including but not limited to all claims against the Company, its shareholders, officers, agents, directors, and representatives.
If you are an employee, agent, consultant, representative, or contractor authorized to act and bind the terms and conditions of this Agreement on behalf of the entity, then your agreement to these terms and conditions will be deemed to be the agreement of that entity. In the event your access to the Software has been enabled by your entity’s principal, administrator, or authorized representative, and such person has entered into and executed a written and pen-signed Enterprise service agreement that governs access to use of the Software, then the terms and conditions of that Enterprise service agreement shall supersede, govern and control this Agreement to the extent of any direct conflict. The Company is only willing to allow the prospective customer to access or download the Software upon the condition that the prospective customer accepts all of the terms and conditions of this Agreement. Furthermore, if you access through or download the Software application from the App Store from Apple Inc. or from the Google Play Store from Google Inc. then you agree to comply with all applicable third party terms and usage rules of the relevant App marketplace. You may use the Software, on a non-exclusive basis, and solely in strict compliance with the terms and conditions of this Agreement, and all applicable laws. If you do not agree to be bound by all of the terms and conditions contained within this Agreement, then please do not access, download or use the Software.
Permitted, Prohibited, Restricted, and Unauthorized Uses
The Company grants to you the non-exclusive, non-transferable, no-sub-licensable, revocable right to use the Software for normal internal business purposes in accordance with the terms and conditions of this Agreement as well as all applicable laws and regulations. You understand and agree to use the Software only for lawful purposes. You further understand and agree that the rights granted to you in this Agreement are subject to the following restrictions:
- You shall be solely responsible and liable for any messages, links, documents, images, videos, or any other material that you submit, post, upload, display and transmit via the Software, and you acknowledge and accept that the Company has no control over the content of any transmission.
- You shall be solely responsible for the nature, quality and accuracy of the message content as well as all activity, including omissions, under your user account.
- You shall use the Software in accordance with all applicable local, state, federal, and international laws and regulations, including and without limitation those governing HIPAA and HITECH laws.
- You shall not sublicense, copy, sell, rent, lease, transfer, redistribute, assign, reproduce, host or otherwise exploit the Software.
- You shall not use the Software for any illegal, improper, unauthorized, abusive or unintended purposes.
- You shall not modify, translate, adapt, merge, decompile, reverse compile, reverse engineer, pirate, or hack any part of the Software, or attempt to derive the source code of the Software.
- You shall not access the Software in order to develop a similar or competitive software application or service.
- You shall not knowingly transmit any computer code containing viruses, bugs, worms, cancel bots, Trojan horses, or any other computer code of a harmful or destructive nature that may impair, harm, or damage software, a network, computer, server, hardware, internet and or telecommunication equipment and devices using the Software and services.
- You shall not use the Software to create or send unsolicited information, unwanted email, junk mail, bulk mail, promotions, spam and unsolicited advertisements and surveys.
- You shall not use the Software to create or transmit messages, images, or any other material that may be considered unlawful, obscene, threatening, harassing, defamatory, libelous, deceptive, abusive, pornographic, fraudulent, malicious, racist, obscene, perverted, vulgar, or indecent, including any content encouraging or constituting criminal acts or behavior; content that violates, invades, or infringes upon the Company’s or another’s privacy, legal rights, intellectual property rights, or copyrights.
- You shall not attempt to breach or gain unauthorized access to the Software, or to accounts registered to others, or to the computers, systems, or networks, connected or interfaced with the Software, by password mining, or by any means other than by signing on with your account information registered through the Software.
- You shall not change, modify, restrict, delete, or purge, the account of any other customer or interfere with the Software in any manner that prevents, inhibits, disrupts, hinders, suspends, or restricts any other customer from accessing, downloading, or using the Software.
- You shall not violate any U.S. or foreign laws regarding the creation, viewing, and sending of messages, images, software, protected health information, proprietary information, scientific information, classified information, or technical data exported via the Software.
- You shall not create a fraudulent account, fictitious name, phony email address or mobile telephone number in order to mislead or hide from others as to the identity of the sender or the origin of any message or communication made using the Software.
- You shall not change, alter, remove, obscure, or tamper with any service mark, trademark, copyright, patent, or other proprietary rights or notices displayed and incorporated by the Software or the Company.
- You shall not attempt to develop a clone of the Software or of the Company’s website in order to obtain names, email addresses, mobile phone numbers, usernames, passwords, and credit card details of registered users for malicious reasons and fraudulent purposes.
- You shall not use any collection and extraction methods or data mining applications in connection with the Software.
- You shall not distribute or make MedSynger available over a network where it could be used by multiple devices at the same time.
- You shall not encourage, assist, or enable other users to modify, corrupt, or hack any part of the Software, or conspire to violate any of the terms and conditions of the Agreement.
- You shall not disclose, copy, distribute, or use any information received in MedSynger if you are not the intended recipient. If you receive any MedSynger message in error, you are required to notify the sender immediately by reply via MedSynger and are prohibited from further dissemination of the contents.
The Company reserves the right to refuse service to anyone for any reason at any time. You understand and agree that the Company has the right to immediately terminate your account or block you from accessing the Software services if: (a) you violate any of the terms or conditions of this Agreement; (b) you create, enable, or facilitate the creation of fictitious, unauthorized, or free accounts; (c) the Company determines and concludes that such action is necessary to maintain, update, or improve the Software services, to prevent fraud or misrepresentation by affirmative acts and or omissions, to protect other users or third parties, or for any other cause, (d) for any other reason, the Company would limit and or restrict access to the Software services, including but not limited to compliance requests by local, State, or Federal law enforcement or other government agencies.
The Company does not claim ownership of the content that is created, transmitted, or archived by its users of the Software services. The Company does not control, verify, or endorse the content transmitted or stored within the user’s account. The user of this Software understands and agrees that the Company is not responsible for: (a) the makeup, quality, accuracy, and content of the messages, images, and documents transmitted amongst its users; (b) your interactions with other users of the Software services; (c) any liability incurred as a result of such interactions. Furthermore, you understand and agree that the Company has no obligation to intercede and settle such disputes. Additionally, the Company is not responsible for and has no obligation to control, review, or monitor third party content. The Company does not approve, endorse, or make any representations or warranties with respect to third party content. As such, you acknowledge and accept that you may be exposed to offensive or unlawful content and agree to assume these risks and use the Software at your own risk. The Company may bar or restrict access to accounts containing content that is deemed by the Company in its sole discretion as unlawful, abusive, malicious, libelous, perverted, pornographic, fraudulent, defamatory, obscene, or offensive in any way. Upon termination of your account for any reason, the Company may immediately delete your account and restrict access to all related personal data, messages, and images, including archived files, or remove or permanently wipe all information contained under your account. The Company shall not be liable to you or to any third party for any reason for restricting access to the Software services or terminating your account. Furthermore, you understand and agree that if the Company terminates your right to use the Software services then you are not entitled to receive any refund or proration of any prepaid amounts or credits.
User Registration and Account Creation and Maintenance:
In order to gain access to the Software services you must register and create a user account. As part of the registration process, you will be required to provide a username name in the form of your email address or your mobile phone number. You will also be required to create and submit a password. Upon registering for access and use of the Software services, you agree to: (a) provide and submit true, accurate, current, and complete name, contact information, professional titles, and other identifying data; (b) maintain and promptly update your registration information to keep it true, accurate, current and complete; (c) ) safeguard and maintain the confidentiality of your password; and (d) be solely responsible for all activities including any unauthorized use or use by minors of the Software services that occur under your account. Furthermore, you shall immediately notify the Company if any unauthorized use or security breach of your account occurs. You agree that the Company under no circumstance shall be liable for any unauthorized use or security breach of your account. If you submit any information that is untrue, inaccurate, not current or incomplete, or information that the Company suspects to be falsified, the Company has the right to suspend or terminate your account and refuse any and all current and future use of all Software services, or any portion thereof.
Group Registration and Account Management:
If a third party such as an employer forms a group of users and initiates your account as part of its group of users, or you subsequently agree to join such a group, then you acknowledge and agree that the third party shall have rights to your account and may: (a) reset your password; (b) manage, restrict, suspend, or cancel your account; (c) view your account’s profile information, messages, images, files, and any other content; and (d) review your account’s activities and transactions.
Ownership, Properties, and Proprietary Rights:
The Company owns and at all times retains sole and exclusive right, title and interest to the Software service, and copies and portions thereof, and any derivative works thereof, including all copyrights, trademarks, trade secrets, and all other intellectual property rights thereto, including and without limitation with respect to all technology used in connection with or provided as part of the Software services. The Company retains ownership of the Software services and furthermore reserves all rights not expressly granted herein. The Company’s stylized name and other related graphics, logos, service marks, and trade names used on or in connection with the Company or its Software are the trademarks of the Company and may not be used without permission in connection with any third party products or services.
You acknowledge and agree that any feedback, including comments, suggestions, ideas or inventions, from you and pertaining to the Software services can be used by the Company without compensating you. You agree that any ideas, suggestions, documents, and or proposals that you submit to the Company is at your own risk and that the Company has no obligations with respect to such feedback. All suggestions or feedback provided by a user of this Software service, whether written or oral, including user’s employees, contractors, or other agents, whether written or oral, with respect to the
Software services shall be the property of the Company. You hereby grant to the Company a fully paid, royalty free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, or otherwise commercially or non-commercially exploit in any manner, any suggestions, enhancement requests, recommendations, or any other feedback. You agree that the Company will not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any feedback. Furthermore, you agree that the Company will be entitled to unrestricted use of the feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
Term and Termination
The term of this Agreement shall be effective on the date when you accept the terms herein or first access, download, or use any of the Software services and shall remain in full force and effect while you use the Software services, unless terminated earlier in accordance with this Agreement. Depending on the operating system of the software device, the upgraded Software services may be purchased as a subscription for a term of either one (1) calendar month of no less than 28 days, or a quarterly term of on no less than three (3) consecutive calendar months, or a term of one (1) calendar year of no less than twelve (12)consecutive calendar months and the subscription will renew automatically at the end of the monthly, quarterly, or annual subscription term without further action or by notice to you. After your initial monthly, quarterly, or annual subscription term, and again after any subsequent subscription term, your subscription will automatically renew on the same day of the month unless the subscription was purchased in January after the twenty-eighth (28th) calendar day or was purchased on the thirty first (31st) day of a calendar month, then by default the subscription term will automatically renew on the last day of the renewal month and will continue for an additional monthly, quarterly, or annual subscription term, at the Company’s then current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the expiration of the renewal term by logging into and going to your “account” page and checking the box “Do Not Renew Subscription” or by notifying the Company of non-renewal by email, in writing sent by registered mail, or by telephone before the end of the then current term. If you elect to check the box “Do Not Renew Subscription” then you will receive notifications reminding you of the impending subscription expiration and unless you uncheck the box “Do Not Renew Subscription” you will not be able to continue, after the subscription term has expired, to access and use the upgraded Software services. If you terminate the Software services prior to the end of the monthly, quarterly, or yearly renewable subscription term, then you will not be entitled to a refund of any unused portion of the subscription term and if applicable you shall be responsible for all charges and any remaining time left on the subscription through the end of the then current term, including, without limitation, outstanding charges, and unbilled charges.
If you materially breach any term or conditions set forth in this Agreement, or if the Company is required to do so by law, the Company has the right to immediately and without notice, suspend or terminate the Software service provided to you. You agree that all terminations for cause shall be made in the Company’s sole discretion and that the Company shall not be liable to you or any third party for any termination of your account, including for deletion of any or all of your account content. All provisions of this Agreement that contemplate obligations after the Agreement, shall survive termination of the Software services, including without limitation, ownership provisions, indemnification, warranty disclaimers, and limitation of liability.
The Company acknowledges the opportunity to have reviewed the App Store Terms of Service as of the effective date of this Agreement and warrants that the terms and conditions of this Agreement do not provide for usage rules that are less restrictive or in conflict with the App Store Terms of Service. Furthermore, the Company acknowledges that the terms and conditions of this Agreement shall not limit the Company’s liability to its users beyond what is permitted by law. In the event that you have a question, complaint, or claim with respect to the Software services, you can contact the Company either by registered mail, email, or telephone (954) 998-3998. All registered mail should be addressed to “Customer Service”, SYNMEDx LLC., 12864 Biscayne Boulevard, #366, North Miami, Florida 33181, and all email correspondence should be sent to info@SYNMEDx.com.
The terms and conditions of this Agreement apply to your use of the Software services, including the iOS version of the Software application available in the App Store from Apple Inc. Furthermore, “you” herein defined as the end user of the Software application, acknowledge and agree that all of the following additional terms and conditions also apply to the iOS version of the Software services:
- This Agreement is between you and the Company and not with the App Store.
- You acknowledge and agree that the availability of the Software is dependent on the App Store from which you received the Software license. The Software is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Software services for your private, personal, non-commercial use, subject to the terms and conditions of this Agreement.
- You acknowledge and agree to only use the Software application in connection with Apple-branded Products, such as an iPhone, iPad, or iPod touch device, that you own or control.
- The Company acknowledges and agrees that it is solely responsible for the Software application, including the Software services, the content thereof, maintenance, support services, and warranty thereof.
- The Company acknowledges and agrees that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software application.
- The Company acknowledges and agrees that it is solely responsible for any product warranties, whether expressed or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software application to conform to any applicable warranty, including those implied by law, you may notify Apple, and Apple will refund the purchase price for the Software application to you; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligations whatsoever with respect to the Software application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Company’s sole responsibility.
- You acknowledge and agree that the Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software application.
- You and the Company acknowledge that the Company, not the App Store, is solely responsible for addressing any claims made by you or any third party in relation to the Software application or your possession and or use of the Software application, including, but not limited to : (i) product liability claims, (ii) any claim that the Software application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
- Both the Company and you acknowledge and agree that, in the event of any third party claim that the Software application or the possession and use of the Software application by you, infringes upon the third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, legal defense, settlement and discharge of any such intellectual property infringement claim.
- You represent and warrant that (i) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any United States Government list of prohibited or restricted parties.
- You agree to pay all fees (if any) charged by the App Store in connection with the Software application.
- You acknowledge and agree to comply with, and your license to use the Software is conditioned upon your compliance with, all applicable third party terms of agreement which may affect or be affected by such use of the Software application.
- Both the Company and you acknowledge and agree that Apple as well as their subsidiaries are third party beneficiaries of this Agreement, and once you accept the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions of this Agreement against you as a third party beneficiary thereof.
Google Play Store
The terms and conditions of this Agreement apply to your use of the Software services, including the Android version of the Software application available in the Google Play Store from Google Inc. Furthermore, you acknowledge and agree that all of the following additional terms and conditions also apply to the Android version of the Software services:
- This Agreement is between you and the Company and not with the Google Play Store.
- You acknowledge and agree that the availability of the Software is dependent on the Google Play Store from which you received the Software license. The software is licensed to you on a limited non-exclusive basis, solely to be used in connection with the Software services for your private, personal, non-commercial use, subject to the terms and conditions of this Agreement.
- The Company, not the Google Play Store, is solely responsible for the Software, including the Software services, the content thereof, maintenance, support services, and warranty thereof.
- The Company, not the Google Play Store, is solely responsible for addressing any claims made by a user or third party in relation to the Software, including product liability, legal compliance, or intellectual property infringement.
- You agree to pay all fees (if any) charged by the Google Play Store in connection with the Software application.
- You acknowledge and agree to comply with, and your license to use the Software is conditioned upon your compliance with, all applicable third party terms of agreement which may affect or be affected by such use.
- You acknowledge and agree that the Google Play Store as well as their subsidiaries are third party beneficiaries of this Agreement and shall have the right to enforce them.
Free Trial Period
The Company may offer from time to time and grant to its prospective customers access and use of the upgraded Software services free of charge for a period of thirty (30) days on a onetime basis, herein referred to as the “free trial period”. All upgraded Software services, such as the “sender” and “archive” services will be enabled free of charge, unrestricted, and available to the user to access and use throughout the entire term of the free trial period.
Upon registering for the free trial period, you agree to provide your true, accurate, current, and complete name, and contact information, including either your email address or mobile telephone number in order to create a free trial account. The Company has the right to immediately terminate and delete your free trial account, including all of your account information and all of the messages, data, or any other content created and archived under your account, and deny you from any future use of the Software services, in its sole discretion, if you: (a) falsify any of the information provided to register for a free trial account; (b) facilitate or provide access to the Software services to unauthorized users; or (c) breach any of the terms and conditions of this Agreement.
At the end of the free trial period:
- All of your account information will survive expiration and will be saved under your registered username unless you decide to delete your account from the Software application.
- All of the messages, except for archived messages attached to any other data including documents and images, created under your account will withstand the expiration of the free trial period but are subject to deletion by the “lifetime message” period set by you, or by the preset “lifetime message” period assigned by the Software application.
- All messages attached to documents and or images, and archived under your account during your free trial period will be deleted from the Software application after sixty (60) days, unless you purchase a subscription before the free trial period ends or within the sixty (60) days after the free trial period expires.
- You will not be able to access and use the upgraded Software services, such as the “sender” and “archive” services, unless you purchase a subscription before the free trial period expires.
The Company markets and offers the Software application as a secure, encrypted, and protected method of transmitting messages, including images and documents, between healthcare providers that meets the technical safeguards of the HIPAA security rule. The Software application is solely intended to facilitate communication and collaboration of information between healthcare providers and is not intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease. Additionally, medical images captured, stored or displayed by the Software application are for informational purposes only, and are not intended for diagnostic image interpretation or review. Furthermore, the Software application solely transfers, displays, and stores messages, documents, and images and does not modify medical data, allow data or image analysis, or alter or control the functions or parameters of any connected medical device. Accordingly, the software application is not subject to the regulatory requirements under the current laws administered by the FDA.
You represent and warrant that you fully understand and acknowledge that (a) the Software services are not designed, intended, authorized, warranted or suitable for use with primary health monitoring or life support applications, devices, or systems; direct life support machines, and Enhanced 911 emergency calling systems; (b) the Software services are not intended or suitable for use in situations or environments where the failure or time delay of, or errors or inaccuracies in, the content, data, documents, images, or any other information provided by the Software services could lead to severe or permanent physical, financial or environmental damage, personal injury, or death; (c) the Software services are dependent upon a number of factors or circumstances beyond the control of the Company, including but not limited to, the operation of third party provided hardware, hosting and network services; (d) the Software services are not in lieu of the user’s current method or system of administrating and safeguarding medical orders pertaining to patient care, including treatment procedures, surgeries, and prescriptions; (e) there may be occasional communication failures or delays in the transmission, delivery, or receipt of properly sent messages, files, documents, and images; and (f) the Software services are not expected to perform at the same level of performance and or reliability one might expect from medical devices or systems used in the delivery of critical or emergent medical care. You further acknowledge and agree that the Company has no obligation to monitor or periodically review your use of the Software services including the transmission or archiving of medical documents, images, data, and other forms of healthcare information and that the Company has no obligation to take any action in response to such information. You further agree to, without limitation, defend, indemnify, and hold harmless the Company from and against any and all claims, suits, actions, proceedings, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with your breach of this section, hereby titled “User Affirmation”, of this Agreement.
You represent and warrant that you grant permission to the Company to send notifications or messages to inform you of service alerts, network activity, software patches and updates. You understand that the maintenance of the Software services is an ongoing process and the development of newer Software versions is ongoing and so the Company may require you to accept updates to the Software application installed on your computer or mobile device. You acknowledge and agree that the Company may update the Software application with or without notifying you and if necessary, you agree to update third party software, such as your computer’s or mobile device’s operating system, periodically in order to maintain and use the Software application. You agree to promptly download and install all updated Software services and acknowledge that the Software services or a potion thereof may not properly function should you fail to do so. You further agree to that all updates applied to the Software will be deemed part of the Software services and be subject to the terms and conditions of this Agreement.
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agent, affiliates, successors and assign from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgements, settlements, interest awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney’s fees, arising from or relating to your use or misuse of the Software services, or any breach of this Agreement by you, or your violation of any law or of any rights of any third party. Furthermore, you agree that the company assumes no responsibility for the content you submit or make available through this Software. The provisions of this section are for the benefit of the Company and its officers, directors, employees, agents, licensors, suppliers, and any third party provider. Each of these individuals or entities shall have the right to assert and enforce those provisions aforementioned and set forth above directly against you on its own behalf.
Limitation of Liability
To the fullest extent permitted by applicable law, in no event will the Company or its affiliates, or any of its or their respective licensors or service providers, be liable for personal injury or any special, consequential, indirect, punitive or similar damages, including any lost profits, lost data, business interruption, or computer failure arising from or related to your use or of inability to use the Software services or therewith even if the Company or anyone else has been advised of the possibility of such damages. In no case shall the Company’s liability and direct damages exceed the Software service fees in the amount actually paid by you during the one (1) month immediately prior to the first event or occurrence giving rise to such liability. The limitation of liability reflects the allocation of risk between the parties. The limitation specified in this section will survive and apply in any and all circumstances whether such damages arise out of breach of contract, tort (including negligence), or otherwise, and regardless of whether the damages were foreseeable or the Company was advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability, so some or all of the above limitations of liability may not apply to you. The foregoing limitations will apply even if any stated warranty remedy fails of its essential purpose. You acknowledge and accept that any cause of action or claim you may have arising out of or related to this Agreement or Software services must be commenced within three (3) months after the cause of action accrues, otherwise such cause of action or claim is permanently barred. By consenting to the terms and conditions of this Agreement and use of the Software services, you acknowledge and expressly consent to the limitation and liability provisions set forth above.
Disclaimer of Warranties
To the maximum extent permitted by law, the Software services are provided to you “AS IS” and “AS AVAILABLE” with all faults and defects without warranty of any kind. The Company makes no warranties, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose or any similar warranty, whether said warranty arises under provisions of any law of the United States or any state thereof or any country. Furthermore, on its own behalf and on the behalf of its affiliates and licensors and service providers, hereby disclaims all warranties and conditions with respect to the Software services, either expressed, implied or statutory, including but not limited to, the implied warrantied and or conditions of satisfactory quality, accuracy, title, and non-infringement of third party rights, and warranties that may arise out of the course of dealing, course of performance or usage of trade. The Company makes no representations or warranties that the Software services are free of rightful claims of any third party for infringement of proprietary rights. The Company does not guarantee and does not make warranty that all functions of the Software will always be available, timely, error free, secure, and will perform as expected and meet your requirements, or that any defects in the Software services will be corrected. Furthermore, the Company does not make warranty that any updates to the Software services will continue to be made available, that the Software services will be compatible or work with any third party services or application, or that any defects or software “bugs” in the Software services will be corrected. The Company is not responsible for data of any type, including messages, documents, and images, lost or misdirected due to interruptions or fluctuations in the Software services or the connectivity of the Internet. You acknowledge that the Software services are not intended or suitable for use in situations where the failure or time delay of errors or inaccuracies in the content, data, or information provided by the Software services could lead to death, personal injury, or severe physical or property damage. You further acknowledge that the entire risk associated with the use of the Software services shall be borne solely by you. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. In that event, any implied warranties are limited in duration to ninety (90) days from the date of activation of the Software services.
Entire Agreement and Modifications
You acknowledge and agree that a material breach of this Agreement adversely affecting the Company’s proprietary Software services or its confidential information may cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and therefore the Company shall be entitled to equitable relief (without the requirement to post a bond) in addition to any remedies the Company may have hereunder or at law.
The failure of the Company hereto to (i) enforce at any time any term or condition set forth in this Agreement shall in no way be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition and (ii) failure to assert a right or provision under this Agreement shall not constitute waiver of such right or provision. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
You many not assign or transfer this Agreement, in whole or in part, by operation or law, or otherwise, without the Company’s prior written consent. Any attempted assignment or transfer without such written consent will be void. Subject to these limits, this Agreement will inure to the benefit of the parties and their respective successors and assigns.
Export Regulations and Restrictions
You acknowledge that the Software services may be subject to the United States export control laws, including the United States Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You are responsible for compliance with all applicable Federal laws, regulations, and rules.
You shall not export, use, or transmit the Software to anyone on the United States Treasury Department’s list of Specialty Designated Nationals or United States Commerce Department’s Table of Deny Orders. You must complete all required undertakings, including obtaining any necessary export license or governmental approval, prior to exporting, re-exporting, releasing or otherwise making the Software available outside of the United States. By accepting the terms and conditions of this Agreement, you also represent and warrant that (i) You are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States government as a “terrorist supporting” country; and (ii) You are not listed on any United States Government list of restricted or prohibited parties.
United States Government Rights
You and the United States Government acknowledge that the Software services are “commercial computer software” as such term is defined n 48 C.F.R. 2.101. Accordingly, if you are an agency of the United Stated Government or any contractor or other part of the United States Government, you receive only those rights with respect to the Software services as are granted to all other end users under license, in accordance with (a) 48 C.F.R 227.7201 through 48 C.F.R. 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. 12.212, with respect to all other United States Government licensees and their contractors. If a government agency has a need for rights not conveyed under the terms and conditions of this Agreement, it must negotiate with the Company to determine if there are acceptable terms for transferring such rights and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or Agreement.
Limitation of Time to File Claims
Any cause of action or any claim you may have arising out of relating to this Agreement of the Software services must be commenced within three (3) months after the cause of action accrues, otherwise, such causes of action or claim is permanently barred.
The terms and conditions of this Agreement shall be governed and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law, provision, or rule. You consent to the exclusive jurisdiction of the courts of Miami-Dade County, Florida or federal courts of the United States. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The prevailing party in any action arising out of this Agreement shall be entitled to its reasonable attorney’s fees and costs.
Legal notices to be provided under this Agreement and delivered to the Company shall be in writing and sent by personal delivery, registered mail or certified mail, or commercial express courier to SYNMEDx, LLC., 12864 Biscayne Boulevard, #366, North Miami, Florida 33181. In addition to written notices mailed to you by the Company, you consent to receive electronic communications, such as emails sent by the Company to the address listed on your account. Either party may change its address for receipt of notice by notice to the other party in accordance with this section.
Mail: SYNMEDx LLC., 12864 Biscayne Boulevard, #366, North Miami, Florida 33181