Terms of Use

Effective date: Apr 21, 2021

SYNMATRIX TECHNOLOGIES INC. ("SynMatrix")

TERMS AND CONDITIONS OF USE

1. Introduction

1.1 These terms and conditions shall govern your use of the SynMatrix websites, including but not limited to www.synmatrixtech.com, app.synmatrixtech.com, support.synmatrixtech.com, community.synmatrixtech.com (the “Websites”) and the SynMatrix Online Design Platform (“Hosted Services”).

1.2 By using the Websites and Hosted Services, you accept these terms and conditions and our Privacy Policy in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions and our Privacy Policy, you must not use the Websites or Hosted Services.

1.3 If you register an account on our Hosted Services, submit any material to the Websites or use any of the Hosted Services, we will ask you to expressly agree to these terms and conditions.

1.4   Users who use the free version of the Hosted Services (“Free Users”) will have a limited set of Service Features and functionality than Subscribed or Trial Users. At any time, without reason and without notice, SynMatrix reserves the right to (i) modify the terms and conditions of a Free User; (ii) terminate and cancel Free User access; (iii) provide the Hosted Services ‘as is’ and makes no warranties (express or implied) of any kind with respect to the Hosted Services; and (iv) SynMatrix shall have no obligation to indemnify Free Users.

1.5   Subscribed Users (“Subscribed Users”) use the Hosted Services as part of a paid subscription plan (regardless of the license type or subscription tier). The Hosted Services features and functionalities available to Subscribed Users are determined by the license type and subscription tier.

1.6  Academic and Commercial Trial Users (“Trial Users”) use the Hosted Services for a limited period of time (“Trial Term”). At any time, without reason and without notice, SynMatrix reserves the right to (i) modify the terms and conditions of a Trial User; (ii) modify the Trial Term; (iii) terminate and cancel Trial User access; (iv) provide the Hosted Services ‘as is’ and makes no warranties (express or implied) of any kind with respect to the Hosted Services during the Trial Term; and (v) SynMatrix shall have no obligation to indemnify the Customer.

1.7 You must be at least 18 years of age to use the Websites; by using the Websites or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

2. Copyright notice

2.1 Copyright (c) 2020 SynMatrix Technologies Inc.

2.2 Subject to the express provisions of these terms and conditions:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in the Websites and Hosted Services and the material on the Websites and Hosted Services; and

(b) all the copyright and other intellectual property rights in the Websites and Hosted Services and the material on the Websites and Hosted Services are reserved.

3. Permission to use the Websites and Hosted Services

3.1 You may:

(a) view pages from the Websites and Hosted Services in a web browser;

(b) download pages from the Websites and Hosted Services for caching in a web browser;

(c) print pages from the Websites and Hosted Services for non-commercial use, providing that such printing is not systematic or excessive;

(e) use the Websites and Hosted Services by means of a web browser, subject to the other provisions of these terms and conditions.

3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from the Websites or Hosted Services or save any such material to your computer.

3.3 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on the Websites or Hosted Services.

3.4 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from the Websites or Hosted Services (including republication on another website);

(b) sell, rent or sub-license material from the Websites or Hosted Services;

(c) show any material from the Websites or Hosted Services in public;

(d) exploit material from the Websites or Hosted Services for a commercial purpose; or

(e) redistribute material from the Websites or Hosted Services.

3.5 We reserve the right to suspend or restrict access to the Websites and Hosted Services, to areas of the Websites and/or to functionality upon the Websites. We may, for example, suspend access to the website or Hosted Services during server maintenance or when we update the website or Hosted Services. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website or Hosted Services.

4. Misuse of website or Hosted Services

4.1 You must not:

(a) use the Websites or Hosted Services in any way or take any action that causes, or may cause, damage to the Websites or impairment of the performance, availability, accessibility, integrity or security of the Websites;

(b) use the Websites or Hosted Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) hack or otherwise tamper with the Websites or Hosted Services;

(d) probe, scan or test the vulnerability of the Websites or Hosted Services without our permission;

(e) circumvent any authentication or security systems or processes on or relating to the Websites or Hosted Services;

(f) use the Websites or Hosted Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(g) impose an unreasonably large load on the Websites or Hosted Services resources including bandwidth, storage capacity and processing capacity;

(h) decrypt or decipher any communications sent by or to the Websites or Hosted Services without our permission;

(i) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Websites or Hosted Services without our express written consent;

(j) access or otherwise interact with the Websites or Hosted Services using any robot, spider or other automated means, except for the purpose of search engine indexing;

(k) use the Websites or Hosted Services except by means of our public interfaces;

(l) do anything that interferes with the normal use of the Websites or Hosted Services.

4.2 You must ensure that all the information you supply to us through the Websites or Hosted Services, or in relation to the Websites or Hosted Services, is true, accurate, current, complete and non-misleading.

5.       Registration and accounts

5.2    You may register for an account with our Hosted Services by completing and submitting the account registration form on the website, and clicking on the verification link in the email that the website will send to you.

5.3    You must not allow any other person to use your account to access the Hosted Services.

5.4    You must notify us in writing immediately if you become aware of any unauthorised use of your account.

5.5    You must not use any other person's account to access the Hosted Services.

6.       User login details

6.1    If you register for an account with our Hosted Services, you will be asked to choose a user ID and password.

6.2    Your user ID must not be liable to mislead and must comply with the content rules set out in Section 9; you must not use your account or user ID for or in connection with the impersonation of any person.

6.3    You must keep your password confidential.

6.4    You must notify us in writing immediately if you become aware of any disclosure of your password.

7.       Cancellation and suspension of a Free or Trial User account

7.1    We may:

(a)     suspend your Free or Trial User account;

(b)     cancel your Free or Trial User account,

          at any time in our sole discretion with or without notice to you.

7.2    We will usually cancel an account if it remains unused for a continuous period of 18 months.

7.3    You may cancel your Free or Trial User account on our Hosted Services using your account control panel on the Hosted Services.

8.       Our rights to use your content

8.1    In these terms and conditions, "your content" means all works and materials (including without limitation design parameters, component data, simulation data, text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our Hosted Services for storage or publication on, processing by, or transmission via, our Hosted Services.

8.3    Free Users, Trial Users, and Subscribed Users maintain ownership of your content submitted to the Hosted Services. By submitting Subscribed User Content, Subscribed Users grant SynMatrix a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store and publish your content for the following limited purposes: (i) maintain, provide and improve the Hosted Services (ii) to provide support, maintain or execute preventative maintenance actions (iii) to comply with any legal requirement.

8.4    You grant to us the right to sub-license the rights licensed under Section 8.2 and 8.3.

8.7    Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

10. Limited warranties

10.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on the Websites or Hosted Services;

(b) that the material on the Websites or Hosted Services are up to date;

(c) that the Websites or Hosted Services will operate without fault; or

(d) that the Websites, Hosted Services or any service on the Websites or Hosted Services will remain available.

10.2 We reserve the right to discontinue or alter any or all of the Websites and Hosted Services, and to stop publishing the Websites and Hosted Services, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of the Websites or Hosted Services, or if we stop publishing the Websites and Hosted Services.

10.3 To the maximum extent permitted by applicable law and subject to Section 6.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, the Websites, Hosted Services and the use of the Websites and Hosted Services.

11. Limitations and exclusions of liability

11.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

11.2 The limitations and exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions:

(a) are subject to Section 11.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

11.3 To the extent that the Websites and Hosted Services and the information and services on the Websites and Hosted Services are provided free of charge, we will not be liable for any loss or damage of any nature.

11.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

11.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

11.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.

11.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

11.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

12. Breaches of these terms and conditions

12.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to the Websites and Hosted Services;

(c) permanently prohibit you from accessing the Websites and Hosted Services;

(d) block computers using your IP address from accessing the Websites and Hosted Services;

(e) contact any or all of your internet service providers and request that they block your access to the Websites and Hosted Services; and/or

(f) commence legal action against you, whether for breach of contract or otherwise.

12.2 Where we suspend or prohibit or block your access to the Websites and Hosted Services or a part of the Websites and Hosted Services, you must not take any action to circumvent such suspension or prohibition or blocking.

13. Variation

13.1 We may revise these terms and conditions from time to time.

13.2 The revised terms and conditions shall apply to the use of the Websites and Hosted Services from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions; if you do not agree to the revised terms and conditions, you must stop using the Websites and/or Hosted Services.

13.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

14. Assignment

14.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

4.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

15. Severability

15.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

15.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16. Third party rights

16.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

16.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

17. Entire agreement

17.1 Subject to Section 11.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of the Websites and Hosted Services and shall supersede all previous agreements between you and us in relation to your use of the Websites and Hosted Services.

18. Law and jurisdiction

18.1 These terms and conditions shall be governed by and construed in accordance with laws from the Province of Ontario and the federal law of Canada applicable therein, without regard to any principles of conflicts of law, and shall be treated in all respects as an Ontario contract.

18.2 Any disputes relating to these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts in the City of Toronto in the Province of Ontario.

18.3 You can contact SynMatrix at support@synmatrixtech.com if you have questions about the Websites or Hosted Services. We may deliver notice to you by e-mail, posting a notice on the Websites, Hosted Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: 120 West Beaver Creek Rd, Unit 13, Richmond Hill, Ontario Canada L4B 1L2 or support@synmatrixtech.com

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