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Terms of Use

 

Terms of Use

Last Updated Date: March 19, 2018

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF SYNCSORT, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY SYNCSORT.  THESE TERMS GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET TRAFFIC VISITING THE WEBSITE.  BY ACCESSING OR USING THIS WEBSITE IN ANY WAY, CLICKING ON AN “I ACCEPT” BUTTON OR SIMILAR ACCEPTANCE OR CONSENT, COMPLETING A REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SYNCSORT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE.

PLEASE BE AWARE THAT SECTION 11 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. 

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. 

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY SYNCSORT IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Syncsort will make a new copy of the Terms available at the Website.  We will also update the “Last Updated” date at the top of the Terms.  Syncsort may require you to provide consent to the updated Terms in a specified manner before further use of the Website is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website.  Otherwise, your continued use of the Website constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1.  Use of the Services and Syncsort Properties.  The Software, the Website and the information and content available on the Website (as these terms are defined herein) (collectively, the “Syncsort Properties”) are protected by copyright laws throughout the world. 

  1.1  Software.  Use of any Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software.  These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed.  You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement.  At no time will Syncsort provide you with any tangible copy of our Software.  Syncsort shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation.  For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium.  Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis.  If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence).  If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.  Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.

  1.2  Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Syncsort Properties or any portion of Syncsort Properties, including the Website,  (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Syncsort Properties (including images, text, page layout or form) of Syncsort; (c) you shall not use any metatags or other “hidden text” using Syncsort’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Syncsort Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Syncsort Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Syncsort Properties.  Any future release, update or other addition to Syncsort Properties shall be subject to the Terms.  Syncsort, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of Syncsort Properties terminates the licenses granted by Syncsort pursuant to the Terms.

2.  Registration.

  2.1  Registering Your Account.  In order to access certain features of Syncsort Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is an end user of the Website (“User”) who has registered an account on the Website (“Account”).

  2.2  Registration Data.  In registering an Account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Syncsort Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.   You agree to notify Syncsort immediately of any unauthorized use of your password or any other breach of security.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Syncsort has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Syncsort has the right to suspend or terminate your Account and refuse any and all current or future use of Syncsort Properties (or any portion thereof).  You agree not to create an Account or use Syncsort Properties if you have been previously removed by Syncsort, or if you have been previously banned from any of Syncsort Properties.

3.  Ownership.

  3.1  Syncsort Properties. You agree that Syncsort and its suppliers own all rights, title and interest in Syncsort Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website.

  3.2  Your Content.  Syncsort does not claim ownership of any comments, posts, information or text you post, upload or otherwise make available on the Website (“Your Content”).  However, when you post or publish Your Content on or in Syncsort Properties, you hereby grant us a non-exclusive right to copy, display, perform, distribute, create derivative works of and otherwise use Your Content on the Website. 

  3.2  Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Syncsort through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Syncsort has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Syncsort a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Syncsort Properties.

4.  User Conduct. In connection with your use of Syncsort Properties, you shall not: (a) make available, post or upload (“Make Available”) any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, Syncsort personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) Make Available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (e) Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; (f) intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; (g) stalk or otherwise harass any other User of our Syncsort Properties; or (h) advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

5.  Content Provided by Other Users.  Syncsort Properties may contain content, information, reviews, ratings and comments provided by other Users (“User Content”).  Syncsort is not responsible for and does not control User Content.  Syncsort has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Users at your own risk.

6.  Indemnification. You agree to indemnify and hold Syncsort, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Syncsort Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your violation of the Terms; or (c) your violation of any applicable laws, rules or regulations.  Syncsort reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Syncsort in asserting any available defenses.  This provision does not require you to indemnify any of the Syncsort Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website.  You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Syncsort Properties.

7.  Disclaimer of Warranties and Conditions.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SYNCSORT PROPERTIES IS AT YOUR SOLE RISK, AND SYNCSORT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  SYNCSORT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  SYNCSORT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SYNCSORT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SYNCSORT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SYNCSORT PROPERTIES WILL BE ACCURATE OR RELIABLE.

8.  Limitation of Liability.  

  8.1  Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SYNCSORT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SYNCSORT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT SYNCSORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SYNCSORT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE SYNCSORT PROPERTIES; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SYNCSORT PROPERTIES; OR (3) ANY OTHER MATTER RELATED TO SYNCSORT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. NOTWITHSTANDING THE FOREGOING, SYNCSORT DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY SYNCSORT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SYNCSORT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  8.2  Cap on Liability.  UNDER NO CIRCUMSTANCES WILL SYNCSORT PARTIES BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50).  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SYNCSORT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SYNCSORT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SYNCSORT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  8.3  User Content. EXCEPT FOR SYNCSORT’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN SYNCSORT’S PRIVACY POLICY, SYNCSORT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

  8.4  Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYNCSORT AND YOU.

  8.5  EXCLUSION OF DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.  Term and Termination. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Syncsort Properties, unless terminated earlier in accordance with the Terms.  Syncsort may terminate these Terms, including your access to the Website, in the event you violate any terms or conditions hereunder, upon notice to you.

10.  International Users.  Syncsort Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Syncsort intends to announce such Services or Content in your country.  Syncsort Properties are controlled and offered by Syncsort from its facilities in the United States of America.  Syncsort makes no representations that Syncsort Properties are appropriate or available for use in other locations.  Those who access or use Syncsort Properties from other countries do so at their own volition and are responsible for compliance with local law.

11.  Dispute Resolution.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Syncsort and limits the manner in which you can seek relief from us.

  11.1  Applicability of Arbitration Agreement.  You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Syncsort, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Syncsort may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Arbitration Agreement or any prior version of this Arbitration Agreement.  

  11.2  Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at 2 Blue Hill Plaza, #1563, Pearl River, NY 10965, Attention: Legal Department, with a copy to legal@syncsort.com.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.   Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Syncsort will pay them for you.  In addition, Syncsort will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. 

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  11.3  Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Syncsort.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Arbitration Agreement (including the Arbitration Agreement).  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

  11.4  Waiver of Jury Trial. YOU AND SYNCSORT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Syncsort are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

  11.5  Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in New York County, New York.  All other claims shall be arbitrated. 

  11.6  30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 2 Blue Hill Plaza, #1563, Pearl River, NY 10965, Attention: Legal Department, within 30 days after first becoming subject to this Arbitration Agreement.  You may also opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following email address:  legal@syncsort.com, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Syncsort username (if any), the email address you used to set up your Syncsort account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Arbitration Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

  11.7  Severability.  Except as provided in subsection 11.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

  11.8  Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Syncsort.

  11.9  Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Syncsort makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Syncsort at the following address:  2 Blue Hill Plaza, #1563, Pearl River, NY 10965, Attention: Legal Department, with a copy to legal@syncsort.com.

12.  Procedure for Making Claims of Copyright Infringement.  It is Syncsort’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Syncsort by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Syncsort Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Syncsort Properties of the material that you claim is infringing; (4) your address, telephone number and email address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Syncsort’s Copyright Agent for notice of claims of copyright infringement is as follows: Syncsort Incorporated, 2 Blue Hill Plaza, #1563, Pearl River, NY 10965, Attention: Legal Department, with a copy to legal@syncsort.com.

13.  General Provisions.

  13.1  Electronic Communications.  The communications between you and Syncsort use electronic means, whether you visit Syncsort Properties or send Syncsort emails, or whether Syncsort posts notices on Syncsort Properties or communicates with you via email.  For contractual purposes, you (1) consent to receive communications from Syncsort in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Syncsort provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

  13.2  Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Syncsort’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

  13.3  Force Majeure.  Syncsort shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

  13.4  Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Syncsort Properties, please contact us at: legal@syncsort.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

  13.5  Governing Law.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

  13.5  Notice.  Where Syncsort requires that you provide an email address, you are responsible for providing Syncsort with your most current email address.  In the event that the last email address you provided to Syncsort is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Syncsort’s dispatch of the email containing such notice will nonetheless constitute effective notice.  You may give notice to Syncsort at the following address:  2 Blue Hill Plaza, #1563, Pearl River, NY 10965, Attention: Legal Department, with a copy to legal@syncsort.com.  Such notice shall be deemed given when received by Syncsort by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

  13.5  Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

  13.5  Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

  13.5  Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

  13.5  Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.