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COMPANY CUSTOMER PORTAL TERMS OF USE
This agreement (the "Customer Portal Terms of Use") explains the terms and conditions that you must accept in order to gain access and to become a registered user of the customer portal (the "Customer Portal") available through the TriSyn Group, L.P. (the "Company") website (the "Company Website"). Your use of the Customer Portal is governed by these Customer Portal Terms of Use, as well as the Company Website Terms of Use, which are incorporated herein by reference.
YOUR USER NAME & PASSWORD.
A user name and password may be assigned by the Company or chosen by you. Your organization and you are responsible for maintaining the secrecy of the user name and password. You may only share your user name and password with designated, authorized employees of your organization and/or designated, authorized third party consultants associated therewith. You may not share your user name and password with individuals or organizations that are unauthorized to use such user name and password. You may not use another organization's user name and password without its authorization.
USING THE COMPANY CONTENT & SERVICE.
The Customer Portal provides existing Company customers and partners with added services and benefits. More specifically, the Customer Portal may provide the following, as applicable:
- Community Listserv, whereby members of the Customer Portal engage in a running conversation with themselves as well as with Company representatives through an e-mail listserv;
- Customer Support, whereby members of the Customer Portal can access support information regarding different products, implementation scheduling, and other maintenance and support issues;
- Product Information, whereby members of the Customer Portal learn about product specifications and other product-specific information;
- Customer Communications, whereby members of the Customer Portal can receive customized news and information about the products, services and the Company;
- Special Interest Groups and the User Advisory Board, whereby members of the Customer Portal can join in organized customer groups defined by different common special interests in order to communicate with other Company customers and to provide feedback to the Company.
The Customer Portal may offer users the ability to access and/or download information regarding products and services and to obtain periodic electronic updates or patches to those products and services. Your use of any such products, updates and related documentation, if any, downloaded through the Customer Portal shall be governed by the applicable software license, services and/or maintenance agreements (the "Written Agreements") between your organization and Company, or accompanying such licensed materials. You shall not otherwise transmit, distribute or otherwise make the products or updates available to others. As part of the distribution process, the Company may interrogate your computer solely to determine the products and versions already installed and for no other purpose. Except as stated in Written Agreements, all software and services are provided "AS-IS" and "AS AVAILABLE" without any express or implied warranty, and without any liability on the part of the Company whatsoever.
All content, communications, software, updates and features, as available, provided through the Customer Portal are owned and copyrighted by the Company, its affiliates, or other designated third parties. The Company reserves all rights not specifically granted to you. This means permission to use the Customer Portal and related intellectual property rights will be narrowly interpreted by a court in the Company's favor. Except as specifically authorized in these Customer Portal Terms of Use, you may not store, copy, reproduce, adapt, reformat, create derivative works of, transmit, disseminate, publicly display or perform any copyrighted material that you may obtain through the Customer Portal. To the fullest extent permitted by law, you may not reverse engineer any content, products and/or services that may be provided through the Customer Portal to discover its underlying design or inner workings (and you will hold in confidence for the Company's benefit alone anything discovered in violation of this provision).
YOUR CONTENT & SUBMISSIONS.
The Customer Portal may include certain interactive features that would allow users to post, transmit and receive messages or content to/from discussion forums, newsgroups, chat areas, calendars or other online channels ("Communications"). The Company shall not prescreen or editorially control Communications. The Company reserves the right (but does not assume the responsibility) to block or remove any Communications brought to its attention which it would consider in violation of these Customer Portal Terms of Use or for any reason whatsoever, in the Company's sole discretion.
The Company does not claim ownership in the content of any Communications you may make through the Customer Portal, as applicable and as available. If you make such Communications, you irrevocably grant the Company (and any affiliates and sub-licensees) the worldwide, perpetual, royalty-free, sub-licensable right and license to store, copy, reproduce, adapt, reformat, create derivative works of, transmit, disseminate, publicly display and perform such Communications through the Customer Portal and/or through the Company Website and to make such incidental and additional uses as may be needed to operate the Customer Portal and any affiliated websites through any media or technology now known or hereafter created. You irrevocably grant the Company the right to obtain a copyright in the "thread" or compilation of Communications on the Customer Portal generally, including your own Communications.
You may not upload, store or disseminate any Communications which violate or infringe the intellectual property or privacy rights of any person or which a reasonable person would consider abusive, profane, hateful, racially or ethnically offensive, which are defamatory or harassing, or which violate or encourage others to violate these Customer Portal Terms of Use or any applicable law. You will not upload or transmit pornographic or obscene images or files, and you will not impersonate our personnel or disrupt the orderly operation of the Customer Portal. You will not use the Customer Portal to violate any applicable law, including U.S. or non-U.S. securities laws or regulations. In order to protect itself, the Company may without liability actively cooperate with and furnish identifying and supporting information to any person likely to be harmed or affected by your violation of these Customer Portal Terms of Use and to any law enforcement agency conducting an investigation. You also agree not to make any Communication that encourages users to terminate their use of the Customer Portal.
You will not use the Customer Portal to make any Communications which are unsolicited bulk advertising or promotional messages ("spam"), so-called "chain letters," pyramid schemes, or make Communications of a promotional nature other than through channels authorized by the Customer Portal. You may not harvest email addresses or instant messaging identifiers in a quantity greater than necessary to make normal use of the Customer Portal.
THIRD PARTIES.
Content, goods or services may be offered by third parties through e-mail, links or advertisements contained in private-branded areas of the Customer Portal. The Company would not control and would not endorse third party content, goods or services. The Company would act as a distributor and not as a re-publisher of third party content. Third party providers may change, add or discontinue their content or offerings at any time without notice. They may impose additional or different conditions on your use of their content or services. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING CONTENT, GOODS OR SERVICES YOU OBTAIN FROM THIRD PARTY PROVIDERS. YOU WILL LOOK SOLELY TO THE THIRD PARTY PROVIDER FOR ALL CLAIMS REGARDING SUCH MATTERS.
SYSTEM SECURITY.
The Company may offer secure web pages to collect certain kinds of information from you and it may store certain kinds of sensitive information. The Company follows reasonable technical and management practices to help protect the confidentiality, security and integrity of data it collects. While no computer system is completely secure, the measures implemented by the Company Website help to reduce the likelihood of security problems to a level appropriate to the type of data involved.
PRIVACY POLICY.
The Company Privacy Policy for use of the Customer Portal is posted at the Company Website. The terms of that Policy, and any future amendments to it, are hereby incorporated by reference in its entirety into these Customer Portal Terms of Use and subject to these terms.
WARRANTIES & LIABILITIES.
THIS CUSTOMER PORTAL (INCLUDING ALL INFORMATION, CONTENT, COMMUNICATIONS, FEATURES, PRODUCTS, SOFTWARE AND SERVICES) MAY INCLUDE INACCURACIES, ERRORS AND DEFECTS AND IS PROVIDED AS-IS AND AS-AVAILABLE WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, INCLUDING MERCHANTABILITY, QUALITY, INTEGRATION, ACCURACY, WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE DISCLAIMED. THE COMPANY IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR DISRUPTION OF YOUR COMMUNICATIONS, CONTENT OR TRANSACTIONS ENTERED INTO WITH OR THROUGH THE CUSTOMER PORTAL. THE COMPANY IS NOT RESPONSIBLE FOR ANY HARASSING, DEFAMATORY, ILLEGAL OR IMPROPER CONDUCT OR CONTENT OF THIRD PARTIES, OR FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THIRD PARTIES.
IN NO EVENT IS THE COMPANY LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT, LOST GOODWILL, LOST OR CORRUPTED DATA OR BUSINESS INTERRUPTION) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. THIS LIMITATION IS A MATERIAL CONDITION TO THESE CUSTOMER PORTAL TERMS OF USE, IS COMMERCIALLY REASONABLE AND HAS BEEN FACTORED INTO THE AGREEMENT AS A WHOLE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN THAT CASE THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
INDEMNIFICATION.
You agree to defend, indemnify and hold harmless the Company and its officers, directors, owners, agents, employees, advisers and consultants, from and against any claims, actions, demands, liability, damages (including legal and professional fees) asserted by any third party and arising from your use of the Customer Portal, your conduct, content, Communications, alleged infringement of third party intellectual property or privacy rights, or violation of these Customer Portal Terms of Use.
LIMITATION OF REMEDIES.
You agree that if the Company breaches these Customer Portal Terms of Use, your sole and exclusive remedy will be to terminate these Customer Portal Terms of Use and your relationship with the Customer Portal. This applies regardless of whether the remedy fails of its essential purpose.
MISCELLANEOUS.
This document, together with the Company Website Terms of Use and the Company Privacy Policy reflects our entire and exclusive agreement in connection with your use of the Customer Portal, and supercedes all other agreements regarding this subject matter, whether written or verbal. The Company reserves the right to change these Customer Portal Terms of Use at any time by giving you notice thereof. Your continued use of this Customer Portal after the effective date of such notice will constitute your acceptance of it. Any other amendment to these Customer Portal Terms of Use shall be in signed writing, regardless of any course of conduct or trade practice between us. This electronic document or a hardcopy duplicate in good form shall be considered an original document admissible into evidence unless the document's authenticity is genuinely placed in question. The Company reserves the right to assign these Customer Portal Terms of Use or delegate responsibility to any third party, including a party acquiring any of its operating assets or ownership interests thereof. All licenses or permissions granted to you by these Customer Portal Terms of Use are personal in nature and may not be assigned, sublicensed or otherwise transferred and any attempt to the contrary is void. Any provision of these Customer Portal Terms of Use found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law and shall thereupon be given full force and effect as so modified. The Company's waiver of a provision in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.
I agree to comply with all of the terms and provisions of the Customer Portal Terms of Use
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