Last updated on July 5, 2018
SYSALL, LLC. (“SYSALL”)
displays reviews and ratings on a variety of food service, commercial and
residential contractors and other service providers (collectively, “Service
Providers”) to allow you, the user (“You,” “Yourself,” or “Your,” if
possessive), the opportunity to read about the experiences other users have had
with these Service Providers and to provide Your own reviews and ratings on the
Service Providers You use. SYSALL utilizes software and certain products
currently including, without limitation, Leads and other marketing products
whereby SYSALL facilitates the offer, sale, and/or marketing of certain
promotions, discounts, coupons, vouchers, e-commerce offers, or deals (collectively,
“Promotions”). All products and services described in this Section, as well as
any other products and services offered by SYSALL at any time shall be defined
herein as “Service” or “Services.
To use the Service, You must
read and accept all the terms and conditions in, and linked to, this Usage
Agreement (“Agreement”). This Agreement may be modified by SYSALL from
time to time at our sole discretion, and You will receive notice if
modifications to the Agreement are made. We strongly recommend that, as You
read this Agreement, You also access and read the linked information. By
accepting this Agreement, You also agree that Your use of SYSALL-branded software
or other websites we operate are governed by these same terms and conditions,
agreements and privacy policies.
BY ACCEPTING THE TERMS OF THIS
AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE
BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT
JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
1. SYSALL PRO SERVICE
SYSALL displays reviews and
ratings on a variety of Service Providers based upon the actual first-hand
experiences other service recipients have had with these Service Providers and
provides You with the opportunity to provide Your own reviews and ratings on
the Service Providers You use.
(a) SYSALL Subscription Payment Option
SYSALL users have access to
Services by making monthly installations via our Third-Party Merchant processing
gateway.
Services offered by SYSALL may
include some or all the following:
(b) SYSALL earns revenue from eligible Service Providers. For example, qualifying Service Providers can
pay SYSALL to offer Promotions on the website, through the Call Center, direct
mail, or other services. Unless otherwise prohibited by law, Service
Providers offering Promotions typically offer a discount or benefit to SYSALL’s
members.
(c) Usage Benefits
The benefits of SYSALL are
available only while Your account is active and Your SYSALL account is in good
standing. SYSALL reserves the right to modify the benefits at any time and at
its sole discretion. The details of Your usage, including the price and the
various benefits offered therein, might be different than those details
applicable to another new or existing user who purchased SYSALL in the same
market. You may check Your plan by contacting us at (206) 219-5621 to chat with
a specialist.
2.
REGISTRATION INFORMATION
As a condition of Your use of
the Service, You agree to: (a) provide SYSALL with true, accurate, current and
complete information as prompted by the SYSALL’s registration forms, when
registering for or using the Service; and (b) update and maintain the
truthfulness, accuracy and completeness of such information.
3. MINIMUM AGE
You must be 18 years
of age or older to use or register for Services.
4. USE VOID WHERE
PROHIBITED
Participation in the Service is
void where prohibited.
5. PRIVACY POLICY
SYSALL has established a Privacy
Policy to explain to You, and other users, how Your personal information is
collected and used. This Privacy Policy is located at http://www.sysallpro.com/privacypolicy.htm.
6. SERVICE FEES AND
BILLING METHODS; MONTHLY AUTOMATIC PAYMENTS
(a) Usage Fee
SYSALL will charge You a monthly
usage fee to provide the Service. Your usage fee is the amount You were charged
for use of Service, not including any promotions or discounts that may have
been applied (the “Usage Fee”). For this or other reasons, the Usage Fee might
be different than the amount paid by another new or existing user who purchased
SYSALL in the same market. You may check by calling a SYSALL representative if
You have any questions.
You acknowledge that SYSALL
reserves the right, at any time, to modify its Usage Fees and billing methods. Usage
Fees must be paid in advance by credit card or debit card.
(b) Perpetual
Renewal
Your Subscription will continue monthly until you
notify us that you no longer wish to use SYSALL Services. Payments will be
processed using the credit card, debit card or other payment information on
file with SYSALL. Such renewal payment will take place on or about Your Account
Start Date which is the date you made your first payment. Your Subscription
will continue, and Your payment method will be charged, the Usage Fee until You
cancel the Plan, which You may do at any time (see Canceling Your Plan,
below).
If the payment processing for
the renewal of Your Plan fails for any reason, we will attempt to process Your
renewal for a period up to seven (7) days in accordance with our standard
renewal practices then in effect (which may be modified from time to time by SYSALL).
Except as otherwise required by applicable law, You agree that SYSALL will not
provide You with any notices prior to each monthly payment.
(c) Canceling Your
Plan
You may cancel Your Plan at any time in writing by
contacting SYSALL via first class certified mail at 23830 Pacific Highway S.
Suite 303, Kent, WA 98032 or by calling us at (206) 219-5621. If You wish to
avoid further monthly payments, Your cancellation request must be received no
later than 5:00 p.m. Pacific Time on the business day prior to Your Account
Start Date.
(d) Usage Fee
Refund Policy:
1.
New
Account Activation Renewal Refund - Regardless
of when You activated your SYSALL account, if You cancel Your Subscription
within thirty (30) days after your Account Start Date, You may request a full
refund of the Membership Fee.
2.
Under no
circumstances shall refunds exceed the amount you paid for your Usage Fee
during the prior membership term.
3.
In accordance with
Section 18, below, if SYSALL terminates Your account for any reason and You are
not in breach of this Agreement, SYSALL will refund Your Usage Fee on a pro
rata basis from the date of such termination to the end of the then current
term.
4.
Users are not
entitled to refunds of their Usage Fee under any other circumstances.
(e) Authorization
to Bill Credit or Debit Card Account Information
By registering for the Service,
You consent to and authorize SYSALL to debit and charge your credit or debit
card from your financial institution for Service. If payment is rejected or
declined, this could have a negative effect on your account and could suspend
your rights to use the Service. You also consent to SYSALL’s receipt and use of
updated credit card or debit card account information from Your financial
institution in connection with the provision of the Service as provided in this
Agreement and the Privacy Policy.
7. ACCOUNT SECURITY
SYSALL will assign You a user ID
and a temporary password when You register. It is your responsibility to change
it to a secure password. Your user ID and password may only be used by You. You
are solely responsible for maintaining and protecting the confidentiality of
Your user ID and password and are fully responsible for all activities that
occur under Your user ID and password.
9. LIMITED LICENSE TO
SYSALL PRO
By agreeing to the terms and
conditions of this Agreement, SYSALL grants You a limited license to access and
use the reviews and ratings offered by the Service for Your personal contracting
solicitations and decisions. You acknowledge and agree that You will not
access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit
for any commercial, educational, or any other non-personal purpose the reviews
and ratings and any content, without the express written consent of SYSALL.
10. SUBMISSIONS OF
REVIEWS
In order for You to submit Your own reviews and ratings in
SYSALL, You acknowledge and agree that:
1.
all Your reviews and
ratings will either be based upon: (i) Your actual
first-hand experiences with the Service Providers You are reviewing;
2.
all Your reviews and
ratings of the Service Providers that You are rating will be accurate, truthful
and complete in all respects;
3.
You do not work for,
own any interest in, or serve on the board of directors of, any of the Service
Providers for which You submit reviews and ratings;
4.
You do not work for,
own any interest in or serve on the board of directors of any competitors of
the Service Providers for which You submit reviews and ratings;
5.
You are not in any
way related (by blood, adoption, marriage, or domestic partnership, if the
Service Provider is an individual) to any of the Service Providers for which
You submit reviews or ratings;
6.
Your name and review
information will be made available to the Service Providers on which You
review; and
7.
SYSALL may redact,
delete, or reject Your reviews if they do not conform with SYSALL’s publication
criteria, which may change from time to time at SYSALL’s sole discretion.
11. COMPLAINT
RESOLUTION PROCESS
If You have a dispute with a Service
Provider, You may request SYSALL’s assistance in communicating with that
Service Provider about Your desired resolution (the “Complaint Resolution
Process” or the “CRP”).
You may request to participate
in the CRP by contacting us via mail or at our customer support line. You then
will be requested to complete and return to SYSALL certain documentation
relating to Your complaint. Shortly thereafter, a member of our Complaint
Resolution Team will contact You to obtain additional information and understand
Your desired resolution. The Complaint Resolution Team then will contact the
Service Provider to explain Your complaint and desired resolution and to ask
the Service Provider to respond in writing within a reasonable timeframe.
If the Service Provider agrees
to Your desired resolution or supplies a counteroffer that You find acceptable,
the case is considered resolved, Your review regarding the Service Provider
will be removed, and You will have the opportunity to submit updated feedback
about Your experience. If the Service Provider responds but does not resolve
the matter as described above, Your feedback shall remain unchanged.
Your participation in the CRP is
at SYSALL’s sole discretion. We reserve the right to reject Your request to
participate for any reason. By participating in the CRP, You consent to have
Your complaint and the circumstances relating to the CRP archived in our
database to further improve the Customer experience.
The CRP is not a legal forum and
SYSALL does not, at any time, become a party to Your dispute with the Service
Provider. SYSALL is neither a mediator nor an arbitrator and does not provide
legal advice or assistance. If You believe legal services are necessary or
would be helpful to resolve Your dispute with a Service Provider, SYSALL
encourages You to consult with an attorney. SYSALL does not guarantee that Your
participation in the CRP will result in a satisfactory outcome or Your desired
resolution.
You agree that, by offering the
CRP, SYSALL does not waive any of its disclaimers or limitations of liability,
including without limitation those set forth under Sections 14 (Service
Providers), 24 (Warranty Disclaimer), and 25 (Limitation of Liability).
You acknowledge and agree that, during the Term of
your Plan, SYSALL may—in its sole discretion and without notice—change the CRP
program, including without limitation, its name, process, and/or function.
12. CONTENT LICENSE
AND PROMOTION PLACEMENT
Although SYSALL does not claim
ownership of any of the reviews, ratings, communications, information, data,
text or other materials You give us (collectively, the “Content”), by
providing Content to Sysall, You automatically grant, and You represent and
warrant that You have the right to grant, to SYSALL an irrevocable, perpetual,
non-exclusive, fully paid, worldwide license to use, copy, perform, display,
reproduce, adapt, modify and distribute such Content and to prepare derivative
works of, or incorporate into other works, such Content, and to grant and to
authorize sublicenses (through multiple tiers) of the foregoing. In addition,
by providing SYSALL with Content, You automatically grant us all rights
necessary to prohibit the subsequent aggregation, display, copying,
duplication, reproduction or exploitation of the Content on our Website or in
the Magazine by any other party.
You understand that SYSALL may
display, disseminate, or place Promotions near, with, or adjacent to Your
Content in any form or media (whether now known or subsequently created).
The manner, mode, and extent of such Promotions are subject to change at SYSALL’s
discretion and without notice to You.
13. PUBLICATION AND
DISTRIBUTION OF CONTENT
SYSALL does not guarantee the
accuracy, integrity, quality or appropriateness of any Content transmitted to
or through the Service. You acknowledge that SYSALL simply acts as a passive
conduit and an interactive computer service provider for the publication and
distribution of Content and for the publication and distribution of any content
posted by Service Providers in response to Content (“Service Provider
Content”). You understand that all Content and Service Provider Content posted
on, transmitted through or linked through the Service, are the sole
responsibility of the person from whom such Content originated. You understand
that SYSALL does not control and is not responsible for Content or Service
Provider Content made available through the Service, and that by using the
Service, You may be exposed to Content that is inaccurate, misleading, or
offensive. You agree that You must evaluate and make Your own judgment, and
bear all risks associated with, the use of any Content and Service Provider
Content.
You further acknowledge that SYSALL
has no obligation to screen, preview, monitor or approve any Content or Service
Provider Content, or Content posted or submitted by any other SYSALL member or
any Service Provider. However, SYSALL reserves the right to review and delete
any Content that, in its sole judgment, violates the terms and conditions of
this Agreement. By using the Service, You agree that it is solely YOUR
RESPONSIBILITY to evaluate Your risks to bear associated with the use,
accuracy, usefulness, completeness or appropriateness of any Content that You
submit, receive, access, transmit or otherwise convey through the Service.
Under no circumstances will SYSALL be liable in any way for any Content or
Service Provider Content, including, but not limited to, any Content or Service
Provider Content that contains any errors, omissions, defamatory statements, or
confidential or private information or for any loss or damage of any kind
incurred as a result of the use of any Content or
Service Provider Content submitted, accessed, transmitted or otherwise conveyed
via the Service. You waive the right to bring or assert any claim against SYSALL
relating to Content or Service Provider Content, and release SYSALL from any and all liability for or relating to any Content or
Service Provider Content.
14. SERVICE PROVIDERS
SYSALL does not endorse and is
not responsible or liable for any Content, Service Provider Content,
Promotions, data, advertising, products, goods or services available or
unavailable from, or through, any Service Providers. You agree that should You
use or rely on such Content, Service Provider Content, Promotions, data,
advertisement, products, goods or services, available or unavailable from, or
through any Service Provider, SYSALL is not responsible or liable, indirectly
or directly, for any damage or loss caused or alleged to be caused by or in
connection with such use or reliance. Your dealings with, or participation in
promotions of any Service Provider, and any other terms, conditions,
representations or warranties associated with such dealings, are between You
and such Service Provider exclusively and do not involve SYSALL. You should
make whatever investigation or other resources that You deem necessary or
appropriate before hiring or engaging Service Providers.
You agree that SYSALL is not
responsible for the accessibility or unavailability of any Service Provider or
for Your interactions and dealings with them, waive the right to bring or
assert any claim against SYSALL relating to any interactions or dealings with
any Service Provider, and release SYSALL from any and all
liability for or relating to any interactions or dealings with Service
Providers. In addition, You agree that SYSALL may exclude Service Providers
from displaying in search results on the SYSALL Website for failing to meet particular SYSALL standards regarding Service Provider
conduct. In addition, You understand that SYSALL may exclude Service
Providers from displaying in search results on the SYSALL Website for failing
to meet SYSALL standards regarding Service Provider conduct and performance.
SYSALL may, in its sole
discretion, have criminal and/or financial background checks conducted on
certain Service Providers. By having such background checks conducted, SYSALL
DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING
WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 24 (WARRANTY
DISCLAIMER), OR SECTION 25 (LIMITATION OF LIABILITY).
15. YOUR CONDUCT
In connection with Your use of
the Service, You represent and warrant that You:
1.
are above the age of
eighteen (18);
2.
will abide by the
letter and spirit of the terms and conditions of this Agreement and all
applicable local, state, national or international laws;
3.
will not submit any
reviews that may be considered by SYSALL to be unlawful, harassing, libelous,
abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar,
distasteful, defamatory, invasive of another person’s privacy or proprietary
rights, or racially, ethnically or otherwise objectionable;
4.
will submit thorough
and thoughtful reviews of the Service Providers You review (for example,
submitting a review describing a service contractor as “He/She is great.”
without additional commentary is not a thorough and thoughtful review);
5.
will not submit
reviews that comment on other users or the reviews of other users;
6.
will not impersonate,
or attempt to impersonate, any other person, falsify contact information,
misrepresent a relationship with any person or entity, including misrepresenting
a relationship with SYSALL, or otherwise attempt to mislead others as to the
identity of the sender or the origin of a review or rating;
7.
will not submit
reviews that are encrypted or that contain viruses, Trojan horses, worms, time
bombs, spiders, cancelbots, or other computer programming routines that are
intended to damage, interfere with, disrupt, impair, disable or otherwise
overburden our Website;
8.
will not access,
download or copy any information contained on our Website through artificial
means (including but not limited to spiders, hacking devices, computer
programs, bots or other such means);
9.
will not post
non-local or otherwise irrelevant Content, repeatedly post the same or similar
Content or otherwise impose an unreasonable or disproportionately large load on
our infrastructure;
10.
will not take any
action that would undermine the review and rating process under the Service;
11.
will not attempt to
gain unauthorized access to the Service, other user accounts, or other computer
systems or networks connected to the Service;
12.
will not use the
Service in any manner that infringes, misappropriates or violates any third
party’s rights, including, but not limited to, transmitting any material that
may infringe, misappropriate or violate a third party’s rights of publicity,
copyrights, contractual rights, fiduciary rights or intellectual property
rights;
13.
will not use the
Service in any way that could interfere with the rights of SYSALL or the rights
of other users of the Service;
14.
have sufficient
rights in and to all Content that You provide, transmit or otherwise convey to SYSALL
in connection with the Service;
15.
agree not to re-sell
or assign Your rights or obligations under this Agreement;
16.
will not reproduce,
duplicate, copy, sell, re-sell or exploit any Content;
17.
will not access any
Content for any commercial, educational or other purposes not related to Your
personal purchasing decisions, the express written consent of SYSALL, which
consent may be withheld by SYSALL in our discretion;
18.
grant us an
irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use,
copy, perform, display, reproduce, adapt, modify and distribute the Content and
to prepare derivative works of, or to incorporate such Content into other
works, and to grant and to authorize sublicenses of the foregoing;
19.
agree not to create
an account or use SYSALL services if Your account previously has been
terminated by SYSALL or if You previously have been banned from using the
services; and
20.
agree not to: (i) register for more than one account or register for an
account on behalf of an individual other than Yourself; (ii) impersonate any
person or entity, including, but not limited to, SYSALL personnel, or falsely
state or otherwise misrepresent Your affiliation with a person or entity; or
(iii) advocate, encourage or assist any third party in doing any of the
foregoing activities in this subsection.
The reviews and ratings that You
provide do not reflect the views of SYSALL, its officers, managers, owners,
employees, agents, designees or other users. In addition, SYSALL retains the
right, in its sole discretion, to determine whether or not
Your use of the Service is consistent with the terms and conditions of this
Agreement. SYSALL may suspend, restrict or terminate Your use of the Service
and to refuse any future use of all or portions of the Service if Your use
breaches or fails to comply with any of the terms and conditions of this
Agreement. Additionally, SYSALL may seek any and all
other remedies available to it, including: (a) seeking injunctive relief with
any court of competent jurisdiction to enjoin any breach or failure to comply
with any of the terms and conditions of this Agreement; and/or (b) if damages
are ascertainable, seeking damages relating to any breach or failure to comply
with any of the terms and conditions of this Agreement.
16. DISCLOSURE OF
INFORMATION
As SYSALL continues to develop
its business, it might sell or buy other companies or assets or be acquired or
have substantially all its assets acquired by a third party. In such
transactions, customer information generally is one of the transferred business
assets. You hereby consent to the transfer of Your information as one of the
transferred assets and to be used for any purpose allowed under this Agreement.
17. TERM AND
TERMINATION
The term of this Agreement
(“Term”) will be in effect and continue so long as You have an active
Subscription. In other words, the Term shall continue through each automatic
Plan renewal until termination by either party in accordance with the terms of
this Agreement.
SYSALL may, for any reason in
its sole discretion, immediately terminate this Agreement, Your account, and
Your access to the Service. If SYSALL merely terminates Your account for its
convenience and You are not in breach of this Agreement, SYSALL will refund
Your Membership Fee on a pro rata basis from the date of such termination to
the end of the then current term.
Termination of Your account will
include removal of Your access to all offerings of the Service, deletion of
Your password, deletion of all related information and files, may include the
deletion of the Content associated with Your account (or any part thereof), and
barring Your further use of the Service.
18. MODIFICATION OF
TERMS AND CONDITIONS
SYSALL will have the right to
modify and restate the terms and conditions of this Agreement, and such
modification(s) will be effective immediately upon being posted on our Website
(www.Sysallpro.com). You will receive notice if modifications to
the Agreement are made. SYSALL will make note of the date of the last update to
the Agreement on the first page of this Agreement. You are responsible for
reviewing these terms and conditions regularly. Your continued use of the
Service after such modifications will be deemed to be Your conclusive
acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is
to immediately discontinue use of the Service.
19. MODIFICATION,
LIMITATION AND DISCONTINUANCE OF SERVICE
SYSALL reserves the right at any
time to limit access to, modify, change or discontinue the Service with or
without notice to You and we shall not be liable to You for any such
modification, suspension or discontinuance of the Service. You agree that SYSALL
will not be liable to You or to any third party for any such limitation,
modification, change, suspension or discontinuance of the Service. You agree
that SYSALL may establish general practices, policies and limits, which may or
may not be published, concerning the use of the Service, including without
limitation, the time that reviews and ratings will be retained, the maximum
number of reviews and ratings that may be sent from an account, the length of
reviews and ratings sent, and the maximum number of times and the maximum
duration for which You may access the Service in a given period of time. You
agree that SYSALL has no responsibility or liability for the deletion or
failure to store any reviews, ratings and other communications maintained or
transmitted by or through the Service. You agree that SYSALL has the right to
change these general practices and limits at any time, in its sole discretion,
with or without notice.
20. DELAYS
The Service may be subject to
limitations, delays and other problems inherent in the use of the Internet and
electronic communications. SYSALL is not responsible for any delays, failures
or other damage resulting from such problems.
21. USER FEEDBACK
SYSALL appreciates hearing from
You, as well as our other users, and welcomes Your comments regarding our
Service. Please be advised, however, that our policy does not permit us to
accept or consider creative ideas, suggestions, or materials other than those
which we have specifically requested. Although we do value Your feedback on our
Service, please be specific in Your comments regarding our services and do not
submit creative ideas, suggestions or materials. If, despite our request, You
send us creative suggestions, ideas, drawings, concepts or other information
(collectively, the “Submissions”), such Submissions will be the property
of SYSALL. In addition, none of the Submissions will be subject to any
obligations of confidentiality and SYSALL will not be liable for any future use
or disclosure of such Submissions.
22. NOTICE FOR
CALIFORNIA USERS
Under California Civil Code
Section 1789.3, California web users are entitled to the following specific
consumer rights notice: The Services are provided by SYSALL, LLC., 23830 Pacific
Hwy. S, Suite 303, Kent, WA 98032. If You have any questions, concerns, or
complaints regarding the Services, please contact SYSALL, LLC. by (i) signing into your account and visiting https://www.SysallPro.com to send us a message; or (ii) sending a letter,
first class certified mail, to SYSALL, 23830 Pacific Hwy. S, Suite 303, Kent,
WA 98032, Attn: Member Services.
California residents may reach
the Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs may be contacted in writing at 1625
N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at
(916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or
TDD (916) 322-1700.
23. COPYRIGHT
MATERIALS
Aside from user-submitted
Content and Service Provider Content, all other materials and other information
in SYSALL, including, but not limited to, all text, graphics, logos, icons,
images, audio clips, downloads, data compilations and software (collectively,
the “Copyright Materials”) are the exclusive property of SYSALL and/or its
licensors and are protected by all United States and international copyright
laws.
24. WARRANTY
DISCLAIMER
You understand and agree that
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT SYSALL
ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT
OR FAILURE BY THE SERVICE. SYSALL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR
REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,
(C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE
ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR SYSALL
COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE
CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN
RISK. In some jurisdictions, disclaimers of implied warranties are not
permitted. In such jurisdictions, some of the foregoing disclaimers may not
apply to You as they relate to implied warranties.
25. LIMITATION OF
LIABILITY
YOU EXPRESSLY UNDERSTAND AND
AGREE THAT SYSALL WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF SYSALL
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”),
RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF
ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE
SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR
OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE
PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER
RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY SYSALL OR THE
FAILURE OF SYSALL TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER
DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR
REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW. In some jurisdictions, limitations of liability are not
permitted. In such jurisdictions, some of the foregoing limitations may not
apply to You.
You understand and agree that
Your unlimited access to the Content in SYSALL represents a substantial portion
of the value You receive from Your SYSALL’s Membership Fee. THEREFORE, TO THE
EXTENT SYSALL IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE
OF THE SERVICE, SYSALL’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT
OF ONE (1) MONTH OF YOUR MEMBERSHIP FEE (I.E., THE AMOUNT OF YOUR ANNUAL
MEMBERSHIP FEE DIVIDED BY TWELVE).
YOU EXPRESSLY ACKNOWLEDGE AND
AGREE THAT SYSALL CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF
MEMBERSHIP FEES TO SYSALL THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD
PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR
ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR SYSALL,
INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND
THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR
ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS
SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF SYSALL TO PROVIDE
SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY SYSALL.
YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU
MAY SUFFER AS A RESULT OF THE FAILURE OF SYSALL TO PROVIDE SERVICES TO YOU
UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY SYSALL. YOU AGREE TO
INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL
DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY
UNDERSTAND AND AGREE THAT SYSALL SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY
DAMAGES TO YOU UNDER THIS AGREEMENT.
26. INDEMNIFICATION
You agree to indemnify, defend
and hold harmless SYSALL, its officers, managers, owners, employees, agents,
designees, users, successors, assigns, service providers and suppliers from and
against all losses, liabilities, expenses, damages, claims, demands and costs,
including reasonable attorneys’ fees and court costs due to or arising from:
(a) any violation of this Agreement by You; (b) the inaccurate or untruthful
Content or other information provided by You to SYSALL or that You submit,
transmit or otherwise make available through the Service; or (c) any
intentional or willful violation of any rights of another or harm You may have
caused to another. SYSALL will have sole control of the defense of any such
damage or claim.
27. BREACH OF
AGREEMENT AND LIQUIDATED DAMAGES
You understand and agree that,
because damages are often difficult to calculate, if it becomes necessary for SYSALL
to pursue legal action to enforce the terms and conditions of this Agreement,
You will be liable to pay us the following amounts as liquidated damages, which
You accept as reasonable estimates of SYSALL’s damages for the specified
breaches of this Agreement:
1.
If You post Content
in violation of this Agreement, You agree to promptly pay SYSALL One Thousand
Dollars ($1,000) for each item of Content posted in violation of this
Agreement. We may (but shall not be required to) to issue You a warning before
assessing damages.
2.
If You display, copy,
duplicate, reproduce, sell, re-sell or exploit for any purpose any Content in
violation of this Agreement, You agree to pay One Thousand Dollars ($1,000) for
each item of Content displayed, copied, duplicated, reproduced, sold, re-sold
or exploited in violation of this Agreement
3.
If You use computer
programming routines that are intended to aggregate records or reviews from the
Service or otherwise damage, interfere with, disrupt, impair, disable or
otherwise overburden our Website, You agree to pay One Hundred Dollars ($100)
for each review or record that is aggregated, disrupted, damaged or otherwise
affected by You.
4.
Except as set forth
in the foregoing subsections (a) through (c), inclusive, You agree to pay the
actual damages suffered by SYSALL, including, but not limited to attorneys’
fees and court costs, to the extent such actual damages can be reasonably
calculated. Notwithstanding any other provision of this Agreement, we reserve
the right to seek the remedy of specific performance of any term contained
herein, or a preliminary or permanent injunction against the breach of any such
term or in aid of the exercise of any power granted in this Agreement, or any
combination thereof.
28. NOTICE
You agree that SYSALL may communicate
any notices to You under this Agreement, through electronic mail, regular mail
or posting the notices on the Website. All notices to SYSALL will be provided
by sending a letter, first class certified mail, to SYSALL, 23830 Pacific Hwy.
S, Suite 303, Kent, WA 98032 Attn: Member Services. Such notices will be deemed
delivered upon the earlier of the verification of delivery or two (2) business
days after being sent.
In accordance with the Digital
Millennium Copyright Act of 1998, Title 17 of the United States Code, Section
512 (“DMCA”), SYSALL will respond promptly to claims of copyright or trademark
infringement that are reported to the agent that we have designated to receive
notifications of claims infringement (its “Designated Agent”). Our Designated
Agent is:
SYSALL, LLC.
23830 Pacific Hwy. S, Suite 303
Kent, WA 98032
Attn: Copyright Agent
If You are a copyright or trademark owner (or authorized to
act on behalf of the copyright or trademark owner) and believe that Your work’s
copyright or trademark has been infringed, please report Your notice of
infringement to us by providing our Designated Agent with a written
notification of claimed infringement that includes substantially the following:
1.
a physical or
electronic signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed;
2.
identification of the
copyrighted work or trademark claimed to have been infringed, or, if multiple
copyrighted works or trademarks at a single online site are covered by a single
notification, a representative list of such works at that site;
3.
identification of the
material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled, and
information reasonably sufficient to permit us to locate the material;
4.
information
reasonably sufficient to permit us to contact You, such as an address,
telephone number, and, if available, an electronic mail address at which You
may be contacted;
5.
a statement that You
have a good faith belief that use of the material in the manner complained of
is not authorized by the copyright or trademark owner, its agent, or the law;
and
6.
a statement that the
information in the notification is accurate, and under penalty of perjury, that
You are authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed.
SYSALL will investigate notices
of copyright and trademark infringement and take appropriate actions under the
DMCA. Inquiries that do not follow this procedure may not receive a response.
29. ENTIRE AGREEMENT
This Agreement governs Your use
of the Service and constitutes the entire agreement between You and SYSALL. It
supersedes any prior or contemporaneous negotiations, discussions or
agreements, whether written or oral, between You and SYSALL regarding the
subject matter contained in this Agreement. Additional terms and conditions may
exist between You and third parties, including but not limited to, Service
Providers and others. You represent and warrant that those third-party
agreements do not interfere with Your obligations and duties to SYSALL under
this Agreement.
30. GOVERNING LAW
This Agreement and the
relationship between You and SYSALL will be governed by the laws of the State
of Washington, notwithstanding the choice of law provisions of the venue where
any action is brought, where the violation occurred, where You may be located
or any other jurisdiction. You agree and consent to the exclusive jurisdiction
of the state or federal courts located in King County, Washington and waive any
defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that SYSALL
may elect, in its sole discretion, to litigate the action in the county or
state where any breach by You occurred or where You can be found. You agree
that regardless of any statute or law to the contrary, any claim or cause of
action arising out or related to Your use of the Service or this Agreement
shall be filed within one (1) year after such claim or cause of action arose or
will forever be barred.
31. PROVISIONS
REMAINING IN EFFECT
In the event Your Plan with SYSALL
is terminated or lapses or You are no longer a user of SYSALL, certain
provisions of this Agreement will continue to remain in effect, including, but
not limited to, Sections 12, 14, 15, 17 and 24 through 31.
32. MISCELLANEOUS
This Agreement may not be
re-sold or assigned by You. If You assign, or try to assign, this Agreement,
such assignment or attempted assignment will be void and unenforceable. It will
not be considered a waiver of SYSALL’s rights if SYSALL fails to enforce any of
the terms or conditions of this Agreement against You. In the event a court
finds a provision in this Agreement to not be valid, You and SYSALL agree that
such court should incorporate a similar provision that would be considered
valid, with all other provisions remaining valid in the Agreement. No joint
venture, partnership, employment or agency relationship exists between You and SYSALL
as a result of this Agreement or use of the Service.
You acknowledge and agree that each of the Released Parties shall be an
intended third-party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY
USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND
CONDITIONS.