EFFECTIVE: July 31, 2019
Use of the Services is intended for organizations (“Customer”) and their End User(s). The term “End User(s)” and its variations shall mean anyone accessing services provided by Synappx Service and may include, but is not limited to, Customer’s employees, representatives, contractors, agents or any other individual using or accessing the Services under a Customer Account and authorized by the Customer to use the Services. All references to the term “Customer” shall also refer to Customer’s authorized Administrator(s) and any of its End Users, whether individually or collectively.
Prior to any use and before access is granted to the Customer, the authorized Administrator(s) for the Customer must agree to this Agreement on behalf of Customer. By clicking “Agree”, you, the Administrator, represent and warrant that: 1) you have been designated by the Customer as an “Administrator” and are entitled to all rights and privileges afforded to those in the Administrator role (more fully described below); 2) you have authority to bind the Customer to this Agreement. If you have not been designated as an Administrator for Customer or do not have the authority listed above, you may not click “Agree”, and Customer may not use or access the Services. Upon clicking “Agree”, Customer shall have the right to use and access the Services subject to the terms set out herein.
There may be other specific software services (“Specific Software Services”) accessible within or through the Synappx Admin Services that allow Customer to perform certain functions or use additional services and features; these Specific Software Services are proprietary to Sharp and/or Third Party Service Providers. Customer understands that use and/or access to these Specific Software Services may require Customer, Administrator(s) and/or End Users to agree to additional terms and conditions applicable to the use of and/or access to the Specific Software Services (“Additional Terms”). If Customer, Administrator(s) and/or End Users do not agree to such terms or do not have authority to agree to such Additional Terms, those Specific Software Services may not be used or accessed by Customer, Administrator(s) and/or End Users, as applicable. In the event of any inconsistency between this Agreement and Additional Terms, the Additional Terms shall control but only for that Specific Software Service.
In addition to all defined terms set out above, the following definitions apply to this Agreement:
- Customer Account: Refers to all accounts under or assigned to a Customer. This includes all applicable Administrator Accounts as well as any Services licensed to and information, data, associated with Customer, Administrator(s) and its End Users.
- Administrator: The employee(s) designated by the Customer to manage the information and data associated with the Customer Account, as well as access to and licenses for Services on behalf of Customer.
- Customer Data: Any data, information stored, transmitted, processed or accessed via the Services by Customer, Administrator(s) and/or its End Users or associated with a Customer Account.
- Dealer: The authorized reseller of the Services to Customer; the Dealer may be Sharp, its subsidiary, or its subsidiary’s direct dealer branches (in the case of direct sales to a Customer) or an authorized third party reseller of Sharp products and services. The Dealer is also the main contact for Customer for support issues related to the Services.
- Documentation: Any and all installation and user guides, help files, FAQs related to access or use of the Services.
- Intellectual Property Rights: Any current or future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other intellectual property rights.
B. Customer Use and Responsibilities
1. Customer is responsible for designating which individual(s) are authorized to and will take on the role of Administrator on behalf of the Customer. Administrator Accounts may be assigned and re-assigned by Customer.
2. Customer is responsible for: managing access to Administrator Accounts and ensuring access to and/or use of the Services by Customer, Administrator(s) and End Users complies with this Agreement, Additional Terms and any applicable Documentation. Sharp and Dealer are not responsible for the internal management, administration or use of the Services on behalf of Customer.
3. Customer understands and agrees that its Administrator(s) and End Users are governed by and will abide by this Agreement, the Additional Terms, Documentation and any applicable laws, rules and regulations relating to use of the Services. Customer shall be solely responsible for all acts or omissions of Customer, its Administrator(s) and End Users or their failure to comply with the terms of this Agreement, Additional Terms, Documentation or any applicable laws, rules and regulations relating to use of the Services. This responsibility extends to all activities under a Customer Account, regardless of whether the activities are undertaken by Customer, its employees or a third party (including, but not limited to, Customer’s contractors, representatives or agents).
4. Customer is responsible for ensuring Administrator(s) and End Users comply with any applicable employment obligations and terms and policies of Customer as such pertain to access to and use of the Services.
5. Customer agrees to secure and maintain all applicable consents from End Users to allow Administrators to engage in all activities described in this Agreement and to allow Sharp and/or Third Party Service Providers to provide the Services.
6. Customer is responsible for and must prevent unauthorized access to and/or use of Services by Customer, Administrator(s) and End Users and any third parties. Customer will immediately notify Sharp and Dealer of any unauthorized access and/or use of Services. Sharp and Dealer will not be responsible for any unauthorized use of or access to Customer Accounts.
7. Customer will only use the Services for its own internal business operations, and not for the operation of a service bureau or timesharing service. Customer shall not knowingly or willfully use or allow use of the Services in a manner that could damage, disable, overburden, impair or otherwise interfere with the provision of Services; this includes, but is not limited to, use of the Services to transmit viruses or corrupt files which could impair the integrity and security of the Services in any way.
8. Customer will not and will ensure that its Administrator(s) or End Users do not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, Documentation or data related to or provided with or through the Services; (b) modify, translate, or create derivative works based on the Services; or copy (except for archival purposes), rent, lease, distribute, sell, resell, pledge, assign, or otherwise transfer or encumber rights in or to the Services; (c) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to the Services; or (d) remove or change any proprietary notices or labels from the Services.
9. Customer further will not and will ensure that its Administrator(s) or End Users do not: (a) use the Services for activities where use or failure of the Services could lead to physical damage, personal injury or death; (b) use the Services or allow use of the Services for illegal, fraudulent, offensive or harmful activities; (c) use the Services in a manner that could damage, disable, overburden, impair or otherwise interfere with the provision of Services, including through sending viruses or corrupt files; or (d) use the Services to infringe or misappropriate the Intellectual Property Rights or proprietary rights of others.
10. Customer understands that Customer is responsible for complying with any applicable vertical or industry-specific regulation compliance, including, but not limited to HIPAA, and that Sharp, Dealer and/or Third Party Service Providers shall not have any liability for failure of Customer to do so.
11. Customer shall be solely responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access, provide or otherwise use the Services, including, without limitation, computers, computer operating system(s) and web browser(s), Internet access, mobile devices, multi-function peripheral devices (“MFPs”), display systems, other electronic devices and accessories (collectively, “Equipment”). Customer shall ensure that the Equipment complies with all configurations and specifications set forth in the Documentation, if any, for the Services. Documentation related to Specific Software Services may be accessible via the Specific Software Services.
12. In the event that Customer has a subscription agreement in place with a Dealer or a Third Party Service Provider regarding the Services, or any portion thereof, Customer shall ensure that it complies with such agreement, including payment of all applicable fees, as failure to do so may result in suspension or termination of the Customer Account or access to and use of the Services, or a portion thereof.
14. Customer shall be responsible for any breach of this section by Customer, including any of its Administrator(s) or End Users. Customer acknowledges and understands that Sharp, Dealer and Third Party Service Providers shall have no liability to Customer or otherwise for any actions taken by an End User.
C. Administrator Role
1. All Administrators must use the Services in accordance with this Agreement, Additional Terms, Documentation, if applicable, any and all Customer employment obligations and terms and policies, as well as all laws, rules and regulations applicable to access to and/or use of the Services.
2. Administrator understands that additional Administrator Accounts may be assigned and re-assigned by Customer.
3. Using the Synappx Admin account, an Administrator maintains control over the Customer Account through managing the Customer Account, including any licenses (individual or bundled) associated with the Customer Account.
4. The Administrator may set-up, grant access, monitor, restrict, suspend and terminate access to all Customer Accounts, including additional Administrator Accounts, Workspace licenses or End-User Licenses.
5. Administrator(s) may also be an End User, in which case all terms in this Agreement or Additional Terms related to an End User shall also apply to the Administrator in its capacity as an End User.
D. End User Use
1. Customer shall ensure that End Users use the Services in accordance with this Agreement, Additional Terms, Documentation, if applicable, any and all Customer employment obligations and terms and policies, as well as all laws, rules and regulations applicable to access to and/or use of the Services.
2. Customer is responsible for End Users’ access to and use of Services.
3. An End User may not disassociate his or her activity in Services from the Customer.
4. Customer represents and warrants that: (a) End User has all rights and licenses to access and use the Services; and (b) that the storage, transmission, processing of any information related with and access of the End User to Services does not violate the terms of this Agreement, Additional Terms, relevant Documentation, the Intellectual Property Rights or proprietary rights of others, or any applicable laws, rules or regulations.
5. Customer acknowledges that it is solely responsible for the nature, quality and accuracy of any End User activity in connection with Services.
E. Dealer Role
1. The Dealer is responsible for setting up a Customer Account and providing licenses for Services to the Administrator(s). Once an Administrator for Customer is created, the Dealer will not have any ability to create Administrator Accounts.
2. Dealers can manage licenses for Customer Accounts, including purchasing or ceasing a license. A Dealer will not be able to cease any license which has already been provided to the Administrator unless otherwise expressly provided in this Agreement.
3. Dealers will have access to basic information regarding Customer Accounts, as well as the Customer name, address, phone numbers, and the names and email addresses for all Administrator(s). Dealers will also have access and be able to view all Customer Account licenses to Services
4. Dealers can suspend and/or cancel a Customer’s access to the Customer Account.
5. In the event your Dealer is unable or no longer authorized to service a Customer Account, Sharp or Sharp Electronics Corporation may transfer the Customer Account to another Dealer in their sole discretion. A Dealer is unable to transfer a Customer Account to another Dealer on its own.
2. Services or portions thereof may be subject to subscription agreements with Dealers and/or Third Party Service Providers; failure of Customer to comply with such agreements, including, but not limited to, payment of all applicable fees, may result in the suspension or termination of the Customer Account or access to and use of the Services, or a portion thereof, as a result of such failure.
3. Access to and use of the Services is also subject to Sharp’s receipt of all fees from the Dealer for Customer’s access to and use of the Services; in the event Sharp, or its subsidiary, has not received any fees applicable to your Customer Account from your Dealer, and such failure is not remedied within thirty (30) days of written notice thereof; Sharp, or its subsidiary, may, in their sole discretion, suspend or terminate your Customer Account until such time as Sharp, or its subsidiary, receives such payments due.
4. Sharp will use commercially reasonable efforts to ensure that all facilities used to store and process Customer Data meet commercially reasonable security standards. By using the Services, Customer consents to the transfer, processing and storage of Customer Data by Sharp.
5. Customer understands that Sharp and/or Third Party Service Providers may update the Services from time to time with or without notice to Customer.
6. Notwithstanding anything to the contrary, in the event it is determined that Customer Data violates or may violate this Agreement or impairs, overburdens or may threaten or cause damage to the Services in any way, such Customer Data may be deleted, in whole or in part, at Sharp’s sole discretion, with or without notice to Customer and without any Sharp’s liability whatsoever. Customer shall be responsible for ensuring Customer Data is backed-up in the event of such deletion.
1. Customer is responsible for contacting Dealer for any support issues related to the Services which cannot be addressed via the Documentation for Specific Software Services.
2. Unless Sharp or a Sharp dealer branch is the Dealer for your Customer Account, Sharp is not responsible to Customer for any questions related to or support of the Services above and beyond what is provided via the Documentation for Specific Software Services.
H. Intellectual Property
1. This Agreement does not grant Sharp, Dealer or any Third Party Service Provider any rights to Customer Data or the intellectual property rights embodied in any Customer Account, Administrator Account, except for the limited rights expressly set forth in this Agreement or Additional Terms or which are otherwise needed to provide the Services and allow Customer to use the Services.
2. Unless otherwise specifically set forth in this Agreement or the Additional Terms, there is no grant to Customer, Administrator(s) or any End Users of: (a) any Intellectual Property Rights in or to the Services or any portion thereof; (b) any Intellectual Property Rights in or to any other Customer Accounts; or (c) any rights to use the logos, trademarks, service marks, domain names or branding features of Sharp, Dealer, Third Party Service Providers, the Services or any component of the Services.
3. To the extent Sharp is requested by Customer, Administrator(s) or an End User for certain actions, including, but not limited to, transmitting, hosting or sharing files, utilizing or granting access to product features or settings, then Customer grants Sharp the permission to perform all actions necessary for Sharp or Dealer to provide the Services and functionality available via the Services and as may be outlined in the Documentation. This permission extends to any services of Third Party Providers Sharp uses to provide the Services.
SHARP WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAKE THE SERVICES AVAILABLE FOR CUSTOMER’S USE AND ACCESS IN ACCORDANCE WITH THIS AGREEMENT, ADDITIONAL TERMS AND ANY APPLICABLE DOCUMENTATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SERVICES ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED HEREIN, SHARP MAKES NO WARRANTY OF ANY KIND ON BEHALF OF ITSELF, DEALER OR ANY THIRD PARTY PROVIDERS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES THAT SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, THAT CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, THAT DEFECTS WILL BE CORRECTED, OR OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT. SHARP MAKES NO REPRESENTATIONS ABOUT ANY CONTENT, INCLUDING ANY CUSTOMER DATA IN OR FROM A CUSTOMER ACCOUNT AND CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ALL CUSTOMER DATA, AS WELL AS ACCESS TO AND USE OF THE SERVICES.
J. Term and Termination
1. This Agreement will remain in effect until Customer no longer has a valid subscription or access to the Services, or until this Agreement is terminated in accordance with the terms set out in this Agreement. Customer understands that certain Specific Software Services may terminate sooner in accordance with the provisions of any applicable Additional Terms.
2. Dealer may terminate a Customer Account in the event that Customer does not pay any subscription fees due to Dealer for Customer’s use of or access to the Services.
3. Sharp may terminate this Agreement and your access and use of the Services in the event that Sharp does not receive fees from Dealer for Customer’s use or access to the Services and such failure is not remedied within thirty (30) days of written notice thereof; such suspension or termination may continue in effect until such time Sharp receives such payments due.
4. This Agreement and access and use of the Services shall automatically renew unless Customer notifies Dealer of its intent to terminate the Services.
5. In addition, Sharp, or its subsidiary, may terminate this Agreement if Customer breaches any material term of this Agreement and does not remedy the breach within thirty (30) days after receipt of written notice of the breach; such written notice may take the form of an email or other electronic notification.
6. In the event of any termination of this Agreement, the rights granted to Customer, Administrator(s) and End Users shall cease immediately, except that the Customer Account and Customer Data under a Customer Account will be accessible for fifteen (15) days following the effective end date of subscription. Upon expiration or termination of this Agreement for any reason, except as explicitly authorized under this Section, Customer agrees to immediately terminate all access to and use of the Services. Customer acknowledges and agrees that Sharp and/or Third Party Service Providers shall have no obligation to retain Customer Data following the thirty (30) day period referred to herein and that following this thirty (30) day period, all Customer Data may be irretrievably deleted.
7. Notwithstanding any termination or expiration of this Agreement, Customer shall still remain responsible for any fees which may be due to Dealer pursuant to your agreement with your Dealer or which may be otherwise due to Dealer for any use or access to the Services prior to the effective date of termination or expiration of this Agreement.
8. Notices to Customer under this section may take the form of an email or other electronic notification and may be directed to the Administrator(s).
9. The following sections of this Agreement shall continue in effect following the expiration or termination of this Agreement for any reason: Sections F(6), H, I, J(6) through J(9), K, L, M, Q and S.
Customer will indemnify, defend and hold harmless Sharp, its Dealers, Third Party Service Providers, and each of their affiliates, including but not limited to parent corporations or subsidiaries, directors, officers, employees, agents and contractors (collectively, “Sharp Parties”) from and against all liabilities, damages and costs (including settlements costs and reasonable attorneys’ fees) arising out of a third party claim regarding: (a) use of the Services by Customer; (b) all Customer Data; (c) any breach or violation of this Agreement by Customer, Administrator(s) and/or an End User; and (d) any violation or alleged violation of any applicable laws, rules or regulations applicable to Customer, Administrator and/or an End User with regard to the Services. Sharp will take commercially reasonable steps to notify Customer of any such claim or demand subject to this section.
L. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SHARP PARTIES BE LIABLE TO CUSTOMER, ADMINISTRATOR(S), END USERS OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE OR CONTENT OR OTHER LOSS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ADDITIONAL TERMS, THE SERVICES, THE CUSTOMER ACCOUNT OR CUSTOMER DATA. THIS PARAGRAPH SHALL APPLY REGARDLESS OF WHETHER THE THEORY OF LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT THE SHARP PARTIES HAVE BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE SHARP PARTIES’ CUMULATIVE LIABILITY TO CUSTOMER OR ANY THIRD PARTY BE GREATER THAN AN AMOUNT EQUAL TO THREE MONTHS OF YOUR SERVICE FEE OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS LESS. YOU HEREBY RELEASE THE SHARP PARTIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. THIS LIMITATION OF LIABILITY SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SECTION IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
M. Governing Law/Waiver of Jury Trial
This Agreement and the Services will be governed by and construed under the laws of the State of New York, without regard to conflict of laws rules. Customer agrees to the personal jurisdiction by and venue in the state and federal courts in New York County, New York and waives any objection to such jurisdiction and venue. Any claims under this Agreement against Sharp Parties must be brought within one (1) year after the cause of action arises or the claim or cause of action is barred. Customer and Sharp hereby waive trial by jury with respect to any dispute relating to this Agreement or the Services.
The trademarks or service marks “SHARP”, “Synappx”, ”Synappx Meeting”, ”Synappx Go”, or any other related product names, service names or logos used, quoted and/or referenced on or through the Services are trademarks, registered trademarks or service marks of Sharp and/or its affiliated entities. All other product, service names, logos and/or company names appearing on or through the Services are the property of their respective holders and may be protected as their trademarks, registered trademarks, service marks and/or trade names.
O. Force Majeure
The Sharp Parties, Third Party Services Providers and Customer will not be liable for inadequate performance to the extent caused by a condition that was beyond that party’s reasonable control, including, but not limited to, natural disaster, act of war, terrorism or hostility, riot, governmental action, labor conditions or electric, telecommunications or Internet disturbances or failures. Sharp and Customer agree to use reasonable efforts to mitigate the effects of any force majeure event.
Export laws and regulations of the United States and any other relevant local laws and regulations apply to the Services. Customer agrees that such export control laws govern your use of the Services (including technical data) and any deliverables from access to and use of the Services, and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. The Services may not be used in any country that is subject to an embargo by the United States.
Q. Statistical Information
Notwithstanding anything else in this Agreement or otherwise, Sharp may monitor Customer’s use of the Services and use Customer Data in an aggregate and anonymous manner, compile statistical, use and performance information related to the provision and operation of the Services, and may make such information publicly available (“Aggregated Data”), provided that such Aggregated Data does not identify Customer or disclose Customer Data. Sharp retains all Intellectual Property Rights in such Aggregated Data.
R. Terms Modification
1. Sharp may revise or modify the terms of this Agreement from time to time in its sole discretion. In the event these terms are revised or modified, Administrator(s) shall be required to accept the revised or modified terms at the first log-in following the effective date of such revision or modification. The current version of this Agreement will be posted on Synappx Support Site and Customer is responsible for checking the site on a regular basis. Sharp will make reasonable efforts to provide thirty (30) days notice prior to the effective date of a change, but some changes may be effective with less than thirty (30) days notice.
2. If Customer continues using the Services after the effective date of the revised or modified Agreement, Customer agrees that it, its Administrator(s) and its End Users will thereafter be bound by the new terms. If Customer does not agree to the revised Agreement terms, Customer may choose to cease accessing to and using the Services.
S. Additional Terms
1. Customer agrees that there is no partnership, joint venture or agency relationship between Sharp and Customer.
2. Unless Customer specifically advises Sharp otherwise in writing, Sharp may include Customer’s name in a list of customers on Sharp’s marketing materials, including web sites.
3. Except as otherwise specified in this Agreement, general notices from Sharp to Customer or End Users relating to this Agreement or the Services shall be posted on Synappx Support Site. Customer and End Users should therefore regularly visit Synappx Support Site in order to be aware of any such notices. Specific notices regarding Services will go to the Administrator's e-mail on record. Any notices including legal notices, questions or comments related to this Agreement should be directed to:
Synappx Product Manager
492 Minosho-cho, Yamato-Koriyama City,
Nara 639-1186, Japan
4. Customer may not assign or transfer any part of this Agreement without the prior written consent of Sharp. Sharp may assign this Agreement upon providing notice to Customer, which may take the form of an email, posting or message via the Services. Notwithstanding anything to the contrary, Sharp may assign this Agreement to an affiliated entity or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing any notice to Customer.
5. Sharp’s waiver of any breach or right under this Agreement shall not be deemed a waiver of any other or subsequent breach or right.
6. If any provision of this Agreement (or part thereof) is found unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
7. This Agreement and the Additional Terms, if any, constitute the entire agreement between Customer and Sharp with respect to the Services and supersedes and replaces any prior or contemporaneous understandings and agreements, including purchase orders, whether written or oral, with regard to the subject matter of this Agreement.