As part of the Service, CINC SYSTEMS, LLC (CINC) will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the CINC SYSTEMS, LLC website incorporated by reference herein, including but not limited to CINC SYSTEMS, LLC’s privacy and security policies.
Capitalized terms used herein shall have the meanings set forth below:
1. Privacy & Security; Disclosure
CINC’s privacy and security policies may be viewed at http://www.cincsystems.com. CINC reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from CINC from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference. Note that because the Service is a hosted, online application, CINC occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a customer of the Service, you agree that CINC can disclose the fact that you are a paying customer.
2. License Grant & Restrictions
CINC hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement, for access only by Users who have been issued user identifications and passwords by CINC SYSTEM, LLC and for whom you have paid the applicable user fees hereunder. All rights not expressly granted to you are reserved by CINC and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
The Services may only be used by registered Users. Each individual who accesses the Service must register and become a User. Each User identification and password may only be used by one individual. A User license may be reassigned from time to time to a new User- who is replacing a former User who have terminated employment or otherwise changed job status or function and no longer use the Service. Such changes must be registered with CINC SERVICES, LLC by the License Administrator.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify CINC immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CINC immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another CINC user or provide false identity information to gain access to or use the Service. You are responsible for ensuring that you acquire a license for each individual who uses the Service.
4. Account Information and Data
CINC does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not CINC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CINC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), CINC provides you with a method of exporting your data to CSV files. These CSV files can be downloaded for backup purposes, transfer of data to another management company, or transfer to another system upon termination.
5. Intellectual Property Ownership
CINC alone (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the CINC technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Content or the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the CINC Technology or the Intellectual Property Rights owned by CINC. The CINC name, the CINC logo, and the product names associated with the Service are trademarks of CINC or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. CINC and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CINC does not endorse any sites on the Internet that are linked through the Service. CINC provides these links to you only as a matter of convenience, and in no event shall CINC or its licensors be responsible for any content, products, or other materials on or available from such sites. CINC provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the CINC SERVICES, schedule of fees, charges, and billing terms in effect at the time a fee or charge is due and payable, as available on the CINC SYSTEMS LLC website at www. CINCSYSTEMS.COM. All fees are due monthly in advance. You must provide CINC with valid credit card or payment through automated clearing house (ACH) from your depository account information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. The license fee for added licenses will be the then current, generally applicable license fee and licenses added in the middle of a billing month will be charged in full for that billing month. CINC reserves the right to modify its fees and charges, upon 90 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Billing and Renewal
CINC charges and collects in advance for use of the Service. CINC will automatically renew and bill your credit card or ACH (charge) every month for monthly licenses. Fees for other services will be charged on an as-quoted basis. CINC’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on CINC’s income.
You agree to provide CINC with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CINC reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
9. Non-Payment and Suspension
In addition to any other rights granted to CINC herein, CINC reserves the right to suspend or terminate this Agreement and your access to the Service if you fail to pay any fees when due in advance of the usage term. Delinquent invoices are subject to interest of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. CINC will notify you by email of delinquent payments. You will have 15 days to become current, following which your access to the Service may be suspended or terminated. You will continue to be charged for User licenses during any such notice period. If you or CINC initiates termination of this Agreement, you will be obligated to pay the balance due on your account. You agree that CINC may charge such unpaid fees to your credit card or otherwise charge your account for such unpaid fees.
CINC reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that CINC has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 90 days or more delinquent.
10. Termination upon Expiration/Reduction in Number of Licenses
The term of this Agreement is one (1) year unless defined otherwise in the Order Form or earlier terminated as set forth herein. The number of licenses shall adjust monthly based on actual usage. You may terminate this Agreement at any time with 90 days written notice or email to CINC. CINC may terminate this Agreement at any time with 90 days advance notice. You agree and acknowledge that CINC has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the CINC Technology or Service will be deemed a material breach of this Agreement. CINC, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this agreement on 30 days notice during which you have failed to cure any such breach
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CINC represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online CINC help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
13. Mutual Indemnification
You shall indemnify and hold CINC, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party, provided in any such case that CINC (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CINC of all liability and such settlement does not affect CINC’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim..
CINC shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes an Intellectual Property Right of any third party, provided that you (a) promptly give written notice of the claim to CINC; (b) give CINC sole control of the defense and settlement of the claim (provided that CINC may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CINC all available information and assistance; and (d) have not compromised or settled such claim. CINC shall have no indemnification obligation, and you shall indemnify CINC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process.
14. Disclaimer of Warranties
CINC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. CINC AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS AND YOU ARE SOLELY RESPONSIBLE FOR THE RESULTS OF YOUR USE OF OR INABILITY TO USE THE SERVICE. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CINC AND ITS LICENSORS.
15. Internet Delays
CINC’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CINC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported outside of the United States without the express written consent of CINC SYSTEMS LLC.
CINC and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of the United States and other countries.
CINC may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in CINC’s account information, or by written communication sent by nationally recognized overnight courier to your address on record in CINC’s account information. You may give notice to CINC at any time by any of the following: email to firstname.lastname@example.org, or letter sent by nationally recognized overnight delivery service to CINC at the following address:
CINC Systems, LLC
Attn: Chief Executive Officer
3055 Breckinridge Blvd. Suite 310
Duluth, GA 30096
Notice shall be deemed to have been given upon delivery as demonstrated by email records or the records the applicable courier service.
20. Modification to Terms
CINC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
21. Assignment; Change in Control
This Agreement may not be assigned by either party without the express written consent of the other, provided that either party may assign this agreement without consent of the other to any (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of its business or assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
With respect to U.S. Customers, this Agreement shall be governed by Georgia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Duluth, Georgia. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and CINC as a result of this agreement or use of the Service. The failure of CINC to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CINC in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and CINC and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to email@example.com.
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