Terms of Use

Terms of Use Agreement

Last revised on: May 3, 2023

Welcome, and thank you for your interest in System Inc. (“Company,” “we,” “us,” or “our”) and in (i) our open graph of the world’s systems, (ii) our website located at www.system.com, and (iii) any other associated websites and subdomains, networks, products and services (such as System Pro), on which a link to this Terms of Use Agreement is displayed (collectively, the “Service”). Certain features of the Service may be subject to additional guidelines, terms, fees, or rules, which will be posted on the Service in connection with such features. All such additional terms, guidelines, fees, and rules, including our Privacy Policy are incorporated by reference into this Agreement.

PLEASE READ THIS TERMS OF USE AGREEMENT (THIS “AGREEMENT”) CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE. BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICE, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICE IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF, AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (1) AGREE THAT THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (2) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.

IF YOU SUBSCRIBE TO THE SERVICE (OR ANY FEATURES OR FUNCTIONALITY THEREOF) FOR A TERM (“INITIAL SUBSCRIPTION PERIOD”), THEN THE SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION PERIOD AT COMPANY’S THEN-CURRENT RATE FOR SUCH SERVICE UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 4.5 (SUBSCRIPTION CANCELLATION) OF THIS AGREEMENT BELOW.

YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THIS AGREEMENT IF YOU ARE NOT ELIGIBLE (AS DESCRIBED IN SECTION 1.1 BELOW). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. See Section 10.1 of this Agreement for further information about changes to this Agreement. PLEASE REGULARLY CHECK OUR WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. ACCOUNTS

1.1 Eligibility

You must be at least thirteen (13) years old to use the Service. By agreeing to this Agreement, you represent and warrant to us that you are at least thirteen (13) years old. If you are at least thirteen (13) years old but less than eighteen (18) years old, you represent and warrant to us you have obtained the consent of your parent or guardian, as applicable, to agree to this Agreement and use the Service.

1.2 Account Creation

In order to use certain features of the Service, you must register for an account (“Account”) and provide certain information about yourself as prompted in the account registration process. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; and (ii) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting [email protected] to request deletion of your Account. Company may suspend or terminate your Account in accordance with Section 9.2 or 10.8.

1.3 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Company will not be liable for any loss or damage arising from any unauthorized use of your Account or your failure to comply with the above requirements.

2. ACCESS TO THE SERVICE

2.1 Access and Use

Subject to this Agreement, Company grants you a non-exclusive, revocable, limited, nontransferable, non-assignable right and license to use and access the Service solely for your personal or internal business use, as applicable, and subject to any use limitations (such as the requirement to purchase a subscription and pay subscription fees for Paid Services) put in place or provided by Company. For clarity, if the Company elects to make certain features or functionality of the Service available for a subscription fee (collectively, “Paid Services”), then you will only be permitted to access such Paid Services if you have registered for a subscription to such Paid Services and paid all applicable subscription fees. Notwithstanding the foregoing, any third party content that is linked to or otherwise referenced on the Service is the property of the respective author or publisher, and is not licensed to you under this Agreement.

2.2 Certain Restrictions and User Conduct

The Service is made available to you solely for your own personal or internal business use, as applicable. You shall not, directly or indirectly, and shall not authorize any third party to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, structure, ideas, algorithms, or associated know-how of, the Service, or reconstruct, or discover, any hidden or non-public elements of the Service; (ii) translate, adapt, or modify the Service or any portion thereof; (iii) write or develop any program based upon the Service or any portion thereof; (iv) use the Service in any manner for the purpose of developing, distributing or making accessible products or services that compete with the Service; (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Service or any rights thereto; (vi) export, sell or distribute any content or portion of the Service, allow access to the Service (or any content or other portion thereof) by any third persons, make the Service available on a service bureau basis, or otherwise access or use the Service for the benefit of a third party; (vii) permit your Account on the Service to be accessed or used by any persons other than your employee personnel; (viii) attempt to engage in or engage in, any potentially harmful acts that are directed against the Service, including but not limited to violating or using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Service or interfering with the use of Service by any other user, host or network; (ix) transmit unlawful, infringing, or harmful any data or code that you are not authorized to transmit, either to or from the Service; (x) interfere or attempt to interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service, or violate the regulations, policies or procedures of such networks; (xi) attempt to violate any security features of the Service or gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (xii) alter or remove any trademarks or proprietary notices contained in or on the Service; (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of the Service; (xiv) perform or publish any performance or benchmark tests or analyses relating to the Service; (xv) make available on or through the Service any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Service or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Service to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation; or (xvi) otherwise use the Service except as expressly permitted hereunder.

2.3 Updates

You understand that the Service is evolving. You acknowledge and agree that Company may update the Service with or without notifying you. Additionally, you may need to update third-party software from time to time in order to use the Service.

2.4 Beta Features and Tools

FROM TIME TO TIME, COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION.

2.5 Support or Maintenance

You acknowledge and agree that, unless you have purchased a Service that expressly includes Support Services, Company will have no obligation to provide you with any support or maintenance in connection with the Service.

2.6 Ownership

You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Company or Company’s suppliers or licensors. Neither this Agreement (nor your access to or use of the Service) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted by Company under this Agreement. “System” and the System Icon and all related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Company and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Service are the property of their respective owners.

2.7 Feedback

If you provide Company with any feedback, ideas or suggestions regarding the Service (“Feedback”), you hereby grant to Company 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 the Service, and/or Company’s business. You acknowledge and agree that Company has no obligation with respect to such Feedback and that Company will treat any Feedback you provide to Company as non-confidential. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary. You represent and warrant that you will comply with all applicable laws and have all necessary right, title, interest, authorizations, consents and permissions to submit any Feedback to Company and grant the rights and licenses granted hereunder with respect to Feedback.

2.8 License to Certain Outputs

Certain outputs or results generated or retrieved by the Service (but not the underlying software or technology used to operate the Service) may be available under the Creative Commons Attribution-ShareAlike 3.0 Unported License. Any such outputs or results that are made available under the Creative Commons Attribution-ShareAlike 3.0 Unported License will be designated as such on the Service. You may elect to use such outputs or results under the terms and conditions of such Creative Commons Attribution-ShareAlike 3.0 Unported License, in which case the terms of such license agreement will apply to your use of such outputs or results.

3. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

It is Company’s policy to terminate the Account of any user who repeatedly infringes copyright upon prompt notification to Company 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 the Service 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 the Service of the material that you claim is infringing; (4) your address, telephone number and e-mail 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 Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Copyright Agent, 123 Lafayette Street, 4th Floor, New York NY 10013.

4. FEES AND PURCHASE TERMS

4.1 Paid Services Offerings

When purchasing a subscription to any of the Paid Services, you may be presented with different plans or options (each a “Service Tier”). Different Service Tiers or other offerings may be subject to differences in pricing, usage rules, eligibility, restrictions, and features.

4.2 Automatically Renewal; Payments

Your subscription to any Paid Services includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled, and you authorize the Company to charge the payment method designated in your Account at the initial confirmation of purchase, and again at the beginning of any such subsequent subscription period. You agree to immediately notify Company of any change in your payment information to maintain its completeness and accuracy. Your failure to provide accurate payment information or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all fees for the Service are non-refundable. When you provide a payment method, we may attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. Where applicable, charges for one or more Paid Services may be prorated for any partial month of service. To see your next recurring billing date, log in to your Account and view your subscription details. You acknowledge that the timing of when you are billed may vary, including if your subscription began on a day not contained in a given month (e.g. if you have a monthly subscription and became a paying subscriber on January 31, your payment method would be billed next on February 28), due to free trials and other promotional offers, or changes in your subscription or payment method. We reserve the right to change our pricing. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes.

4.3 Taxes

You are responsible for all taxes in connection with your use of the Services. Prices do not include any Sales Tax that may be due in connection with the services provided under this Agreement. If Company determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Company shall collect such Sales Tax in addition to the payments required under Section 4.2 of this Agreement. If any Service, or payments for any Service, under this Agreement is subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes. Upon Company’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4.4 Withholding Taxes

You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

4.5 Subscription Cancellation

You can cancel your subscription at any time before the end of the current billing period, free trial or promotion by contacting Company at [email protected] or [navigate to your account page and click Manage Subscription to cancel]. Cancellation will take effect at the end of the current billing period unless otherwise disclosed. If you cancel, you will continue to have access to the applicable Paid Service(s) through the end of your current billing period, unless you are subscribed through a free trial, promotional code or other credit, in which case cancellation may be effective immediately. You must cancel your subscription prior to 11:59 p.m. Eastern time on the day before your next recurring billing date in order to avoid being charged for the next billing period. We do not refund or credit for partially used billing periods, although we may provide such refunds or credits on a case-by-case basis in our sole and absolute discretion. If you cancel, then the Company may, in its sole discretion, either (i) remove your Account, or (ii) downgrade you to a unpaid subscription tier at the end of your billing, free trial, or promotion period.

4.6 Free Trials and Other Promotions

Any free trial or other promotion that provides a user level access to the Service must be used within the specified time of the trial or promotion. At the end of the trial or promotional period, your subscription will automatically roll into a paid subscription at our then-current pricing for such Paid Service unless you cancel prior to the end of the trial or promotional period. If you are inadvertently charged for a subscription, please contact Company to request that the charges be refunded.

5. INDEMNIFICATION

You agree to indemnify and hold Company and its affiliates, officers, employees, partners, suppliers, licensors and agents (each, a “Company Party”) harmless, from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your use of the Service in violation of this Agreement; (ii) your violation of applicable laws or regulations or the rights of another party; or (iii) your use of or reliance on any Third-Party Links and Content. Company 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 Company in asserting any available defenses. This provision does not require you to indemnify any of Company Parties for any unconscionable commercial practice by such Company Party or for such Company Party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Company’s website or any Service provided hereunder.

6. THIRD-PARTY LINKS & ADS; OTHER USERS

6.1 Third-Party Links and Content

The Service may contain links to or reference third-party websites, content and services, including third party platforms (collectively, “Third-Party Links and Content”). Such Third-Party Links and Content are not under the control of Company, and Company is not responsible for any Third-Party Links and Content. COMPANY PROVIDES ACCESS TO THIRD-PARTY LINKS AND CONTENT ONLY AS A CONVENIENCE TO YOU, AND DOES NOT REVIEW, APPROVE, MONITOR, ENDORSE, WARRANT, OR MAKE ANY REPRESENTATIONS WITH RESPECT TO THIRD-PARTY LINKS AND CONTENT, ALL OF WHICH ARE MADE AVAILABLE ON AN “AS IS” BASIS. YOUR USE OF ALL THIRD-PARTY LINKS AND CONTENT IS AT YOUR OWN RISK, AND YOU SHOULD APPLY A SUITABLE LEVEL OF CAUTION AND DISCRETION IN DOING SO. THE COMPANY PARTIES MAKE NO WARRANTY THAT ANY THIRD-PARTY LINKS AND CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH THIRD-PARTY LINKS AND CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY THEREOF. When you click on any of the third-party links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such third-party links.

6.2 Release

You hereby release and forever discharge Company (and its officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to any interactions with, or act or omission of, other Service users or any Third-Party Links. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such Company Party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Company’s website or any Service provided hereunder.

7. DISCLAIMERS

7.1 As Is

THE SERVICE, AND ALL MATERIALS, DATA, OUTPUTS, RESULTS, INFORMATION OR OTHER CONTENT ACCESSIBLE THROUGH THE SERVICE, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY PARTIES MAKE NO WARRANTY THAT THE SERVICE OR THE RESULTS OR OUTPUT THEREOF WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT THE SERVICE OR THE RESULTS OR OUTPUTS OBTAINED FROM USING THE SERVICE WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. THE SERVICE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICE OR THE RESULTS OR OUTPUTS DERIVED FROM USING THE SERVICE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR FIRST USE OF THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND/OR VERIFYING ANY OUTPUT, AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON ANY SUCH OUTPUT. ACCESS TO, AND USE OF, THE SERVICE AND ANY OUTPUT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR COMPUTER SYSTEMS, OR LOSS OF DATA RESULTING THEREFROM.

7.2 No Liability for Conduct of Third Parties

YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. THE COMPANY PARTIES MAKE NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY THEREOF.

8. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA OR REVENUE, DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, THE OUTPUTS OR ANY PORTION THEREOF, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (B) $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. THE FOREGOING LIMITATIONS ON LIABILITY AND CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9. TERM AND TERMINATION

9.1 Agreement Term

This Agreement commences on the date when you accept this Agreement (as described in the preamble above) will remain in full force and effect for as long as you have an Account to use the Service, subject to Section 10.1 below.

9.2 Termination of Service by Company

Company may cancel your subscription for any Paid Service hereunder, for any reason or no reason, by providing at least fifteen (15) days’ prior written notice in advance of the next renewal. If timely payment cannot be charged to your designated payment method for any reason, if you have materially breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the website, or any Paid Service is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Paid Service provided to you. Additionally, Company may terminate or suspend your access to any unpaid features and functionality of the Service at any time in the Company’s sole discretion. You agree that all terminations for cause shall be made in Company’s sole discretion and that, except as expressly set forth in this Section 9.2, Company shall not be liable to you or any third party for any termination of your Account.

9.3 Termination of Service by You

If you want to terminate your Account, you may do so by (a) notifying Company at any time and (b) closing your Account for the Service. Your notice should be sent, in writing, to Company’s address set forth below. YOUR SUBSCRIPTION TO THE SERVICE WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 4.5.

9.4 Effect of Termination

Upon termination of your rights under this Agreement, your Account and right to access and use the Service will terminate immediately. Except as expressly set forth in Section 9.2, Company will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 2.2, 2.6, 2.7, 2.8 and 3 through 10.

9.5 No Subsequent Registration

If your registration(s) with, or ability to access, the Service or any other Company community, is discontinued by Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Service or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to the Service to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

10.GENERAL

10.1 Changes

This Agreement is subject to occasional revision. If we make any substantial changes, we may require you to accept the changes, notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the Service. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Service. The changes will be effective immediately for new users of the Service. Continued use of our Service following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.

10.2 Notice

Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address: 123 Lafayette Street, 4th floor New York, NY 10013. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

10.3 International Users

The Service is controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and is responsible for compliance with local law.

10.4 Government Users

The Service is commercial computer software and commercial computer software documentation. If you are a U.S. Government agency, this Agreement constitutes the entire agreement between the parties and is binding on government users in accordance with the policy stated at Federal Acquisition Regulation (FAR) 48 CFR 12.212 (for non-defense agencies) or Defense FAR Supplement (DFARS) 48 CFR 227.7202 (for defense agencies).

10.5 Export

The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

10.6 Consumer Complaints

Company is located at the address in Section 10.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at [phone].

10.7 Electronic Communications

The communications between you and Company use electronic means, whether you use the Service or send us emails, or whether Company posts notices on the Service or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.8 Monitoring and Enforcement

Company reserves the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; and/or (b) terminate or suspend your access to all or part of the Service all for any or no reason, including without limitation, any violation of this Agreement.

10.9 Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. You and Company hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts in the Northern District of California. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.

10.10 Contact Information:

System Inc.

123 Lafayette St. 4th Floor

New York NY 10013

[email protected]