Symposium Technologies SINIRJI Terms of Service

Last Updated: 24-10-2016


We reserve the right to change these Terms of Service from time to time by posting amended Terms of Service to the SINIRJI Website. When we do, we will also revise the 'last update' date of these Terms of Service. Any such revised Terms of Service will supersede prior versions and, unless otherwise noted, will be effective upon the effective date indicated at the top of this Agreement. You agree that it is your responsibility to review the Terms of Service periodically. We will post notice of any material changes or revisions via SINIRJI’s account portal or via the email address we have on file for you. For non-material revisions, we will only revise the “last update” date at the top of the page, but we may not provide you with any other notification. If you do not agree to such revised terms, you should cease and refrain from accessing SINIRJI. USERS ARE BOUND BY CHANGES TO THE AGREEMENT SINCE SINIRJI WAS LAST ACCESSED IF THEY ACCESS SINIRJI AFTER THE LAST REVISION DATE. Your continued use of SINIRJI after such update will constitute acceptance by you of such amendment.

THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE USER (AS DEFINED BELOW), AND SYMPOSIUM TECHNOLOGIES INCORPORATED (“STI”). ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY STI.

AS USED HEREIN, THE TERMS “STI” “WE” “OUR” AND “US” SHALL MEAN SYMPOSIUM TECHNOLOGIES INCORPORATED, A CANADIAN CORPORATION WITH OFFICES LOCATED AT 1 YONGE STREET, SUITE 1801, TORONTO, ONTARIO, CANADA M5E 1W7. THE TERM “AGREEMENT” REFERS TO THE SYMPOSIUM TECHNOLOGIES SINIRJI (SINIRJI) TERMS OF SERVICE, WHICH REFERS TO, IS COMPOSED OF, AND DEFINES THE TERMS, RULES AND OBLIGATIONS THE USER MUST AGREE AND ADHERE TO IN ORDER TO USE OR ACCESS THE SINIRJI SERVICES AND WEBSITE.THE TERMS “YOU”, 'YOUR', “YOURSELF” AND “THE USER” SHALL MEAN ANYONE WHO ACCESSES OR USES THE SINIRJI SERVICES OR WEBSITE (“SINIRJI”). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, BUSINESS, CORPORATION, ORGANIZATION, OR EDUCATIONAL INSTITUTION, OR AN AGENCY, INSTRUMENTALITY OR DEPARTMENT OF A GOVERNMENT, OR ANY OTHER PARTY (AN “ENTITY”) AS ITS REPRESENTATIVE, REFERENCES TO “YOU”, 'YOUR', “YOURSELF” AND “THE USER” HEREIN REFER TO BOTH YOU, THE INDIVIDUAL USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.

IF YOU PROVIDE OR OTHERWISE MAKE AVAILABLE ACCESS TO OR USE OF SINIRJI IN WHOLE OR IN PART IN ANY FORM TO ANY PERSON EMPLOYED BY OR ASSOCIATED WITH THE ENTITY YOU REPRESENT (“END USERS”), YOU UNDERTAKE TO ENSURE THAT ALL END USERS COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ACKNOWLEDGE THAT YOU SHALL REMAIN RESPONSIBLE AND LIABLE FOR THE ACTS OR OMISSIONS OF ALL END USERS TO THE SAME EXTENT AS IF YOU HAD CARRIED OUT SUCH ACTS OR OMISSIONS YOURSELF.

BY ACCESSING OR USING SINIRJI, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS AND THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY WHICH YOU REPRESENT TO THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY CEASE AND REFRAIN FROM USING OR ACCESSING SINIRJI. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND YOU ACCESS OR USE SINIRJI ANYWAY, THEN YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS OF SERVICE.

IMPORTANT NOTE: STI PROVIDES NO WARRANTIES FOR SINIRJI, AND THESE TERMS LIMIT OUR LIABILITY TO YOU.

AS WELL, DISPUTES ABOUT THESE TERMS OR RELATING TO YOUR SINIRJI ACCOUNT OR STI’S SERVICES GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY.

PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY AS IT DEFINES AND AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS AND THOSE OF THE ENTITY YOU REPRESENT.

1. INTRODUCTION

1.1  Your acceptance of the terms of this Agreement also includes and incorporates the policies and procedures of SINIRJI’s Acceptable Use Policy, General Terms and Conditions and Privacy Policy, and by accessing SINIRJI, you represent that you have read, understood, accept and agree to be bound by the terms and conditions found within each of the aforementioned documents.

1.2  The terms and conditions of this Agreement will remain in effect throughout your use of SINIRJI and continue after this Agreement expires, cancels or is terminated. You may not access or use SINIRJI and may not accept the terms and conditions of this Agreement if:

(a) you are not of legal age to form a binding contract with us in the jurisdiction from which access SINIRJI, and in no event under the age of 18; or

(b) you are a person barred from receiving, accessing, or using SINIRJI under the laws of the United States, Canada, or other countries including the country in which you are resident or from which you access or use SINIRJI.

1.3  If you are accepting on behalf of an Entity, you represent and warrant that:

(a) you have full legal authority to enter into the Agreement personally and on behalf of the Entity, and to bind the Entity to this Agreement;

(b) you have read and understand this Agreement; and

(c) you agree, on behalf of the Entity, to this Agreement. If you do not have the legal authority to bind the applicable Entity, you and the Entity are not authorized to access or use SINIRJI.

2. INTERPRETATIONS

2.1 SINIRJI Includes:

(a) The SINIRJI website, account portal and technical support;

(b) Any and all technology, software, programs, applications, services, features, functions, reports, data, images, materials, or information included in SINIRJI and provided by us or by our licensors, whether web-based or otherwise;

(c) Any and all help files and technical documentation, including specifications describing the operational and functional capabilities, use, limitations, and technical requirements relevant to the proper use of SINIRJI and its related technology;

(d) Our SDK’s, API’s, third party system interfaces, or other software provided to you in connection with the use of SINIRJI; and

(e) Any new upgrades or additions to SINIRJI as defined above, and made generally available by Symposium Technologies.

2.2 STI Marks

The term “STI Marks” refer to the trade names, trademarks, service marks, logos, and domain names of SINIRJI and Symposium Technologies (each, an “STI Mark”)

3. ACCOUNT SIGN UP AND REGISTRATION

3.1  Access to and use of SINIRJI requires the creation of an SINIRJI Account (“Account”). You will be required to create a username and password, and provide your real name, the name of the Entity you represent (if applicable), a valid email address, and other verifiable information. All provided information must be true, accurate, current and complete, and must be kept so after the Account is created.

3.2  You and the Entity you represent are responsible for any information entered into or saved in SINIRJI under your username and password Account credentials as well as all traffic originating from your Account, including without limitation, any data, text, images, audio, or information contained or originating therein (any and all of which are referred to in this Agreement as your “Content”). As such, you should protect your account credentials. Actions taken under your Account using your account credentials shall be deemed to be actions taken by you, and subject to all applicable consequences including service termination, as well as any applicable civil or criminal penalties.

3.3  Depending on the circumstances, you may have the ability to create or to authorize the creation of accounts for End Users (“Sub-Accounts). In such cases you will undertake to ensure that all End Users comply with the terms and conditions of this Agreement as previously stated. End Users and the Entity you represent are likewise responsible for any Content, and should protect their account credentials. Actions taken under a Sub-Account using the End User’s account credentials shall be deemed to be actions taken by the End User, and subject to all applicable consequences including service termination, as well as any applicable civil or criminal penalties.

3.4  You may have the ability specify individual End Users as 'Administrators' through the administrative console of SINIRJI. Administrators may have the ability to access, disclose, restrict or remove data in or from the Sub-Accounts of End Users, or to monitor, restrict, or terminate access to Sub-Accounts. STI’s responsibilities do not extend to your internal management or administration of any Sub-Accounts. You are responsible for:

(a) maintaining the confidentiality of passwords of your Account and any Administrator Accounts;

(b) managing access to Administrator Accounts; and

(c) ensuring that Administrators' use of SINIRJI complies with this Agreement.

3.5  You will prevent unauthorized use of SINIRJI by your Administrators and your End Users and terminate any unauthorized use of or access to SINIRJI. You will promptly notify STI of any unauthorized use of or access to SINIRJI.

4. GRANT OF RIGHTS TO USE SINIRJI

4.1  Subject to your acceptance of and compliance with this Agreement and with the payment requirements for SINIRJI (if and as required), Symposium Technologies Incorporated hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable (except as provided elsewhere in this Agreement), revocable right and license during the term of this Agreement in and under our intellectual property rights to access and use SINIRJI solely in accordance with the terms and conditions of this Agreement.

4.2  Except as may be expressly authorized under this Agreement, you may not, and may not attempt to:

(a) modify, alter, tamper with, repair, or otherwise create derivative works of any software or information included in SINIRJI;

(b) reverse engineer, disassemble, decompile or reverse compile SINIRJI or apply any other process or procedure to derive the source code of any software included in SINIRJI;

(c) copy, distribute, sell, disclose, lend, transfer, or convey any software or information included in SINIRJI to any unauthorized third party, nor allow any unauthorized third party to utilize your access to SINIRJI for any purpose whatsoever;

(d) use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or similar data gathering and extraction methods) in connection with SINIRJI, or to “scrape” or download data from SINIRJI or any web pages contained in SINIRJI;

(e) modify, adapt or hack SINIRJI, or modify another website so as to falsely imply that it is associated with SINIRJI, STI, or any other STI service or property;

(f) access or attempt to access SINIRJI by any means other than what STI provides or expressly allows;

(g) reproduce, duplicate, copy, sell, resell or exploit any portion of SINIRJI, use of SINIRJI, or access to SINIRJI, without the express written permission of STI;

(h) transmit any worms or viruses or any code of a destructive nature; or circumvent any use restrictions put into place to prevent certain uses of SINIRJI; and

(i) disable, impair, or destroy SINIRJI or disrupt or inhibit any other user from using SINIRJI.

4.3  Acceptable Use Policy, General Terms and Conditions and Privacy Policy, you may use SINIRJI as lawfully licensed to you by STI. You are solely responsible for your use of SINIRJI, including any of your Content contained therein.

4.4  You may not remove, obscure, or alter any notice of any STI trademark, service mark, or any other intellectual property or proprietary right appearing on, contained within, or associated with SINIRJI.

4.5  Subject to our commercially reasonable efforts and so long as your Account remains in good standing, data generated by your use of SINIRJI will remain available for the period your Account remains in good standing. Notwithstanding the above and without limiting this Agreement in any way, we shall have no liability whatsoever for any direct or indirect damages, liabilities, or losses (including lost opportunity of profits, cost of cover, or special, incidental, or consequential damages) or any other consequences that you may incur with respect to loss or inaccuracy of data associated with your Account and any data or other Content therein.

5. PERSONALLY IDENTIFIABLE HEALTH OR MEDICAL INFORMATION

SINIRJI is not designed or intended for the entry, reception, storage, display, representation or transfer of individually identifiable health information as defined under the United States’ Health Insurance Portability and Accountability Act (“HIPAA”), personal health information as defined under Ontario’s Personal Health Information Protection Act (“PHIPA”) or any individually or personally identifiable health or medical information as defined under legislative equivalents in other legal jurisdictions. This Agreement, therefore, expressly prohibits entry, reception, storage, display, representation or transfer of any such individually or personally identifiable health or medical information by any individual, user, or organization utilizing SINIRJI. We assume no liability for the entry, reception, storage, display, representation or transfer of any individually or personally identifiable health or medical information via SINIRJI, and you and your organization hold us free of and indemnify us from any liability for any entry, reception, storage, display, representation or transfer of said information, including any court costs and attorneys’ fees. Furthermore, you and your organization by your use of SINIRJI acknowledge and affirm that any liability for the entry, reception, storage, display, representation or transfer of any individually or personally identifiable health or medical information via your Account rests solely with you and your organization.

6. TERM, TERMINATION, AND SUSPENSION

6.1  The term (“Term”) of this Agreement will commence once you accept this Agreement as provided above, or otherwise use or access SINIRJI. The Agreement will remain in effect until terminated by you or STI in accordance with this section.

6.2  You may terminate this Agreement for any reason or no reason at all, at your convenience, by closing your account for SINIRJI via the associated account closing mechanism. If you do not have an SINIRJI account, you may terminate the Agreement by refraining from directly or indirectly accessing the EME website in the future.

6.3  We may suspend your right and license to use any or all parts of SINIRJI or terminate this Agreement in its entirety (and, accordingly, cease providing all services to you), for any reason or for no reason, at our discretion at any time by providing you thirty (30) days' advance notice in accordance with the notice provisions set forth in this Agreement. If we determine that providing advance notice would negatively impact our ability to provide SINIRJI to other customers, we may immediately suspend your right and license to use any or all parts of SINIRJI or terminate this Agreement in its entirety (and, accordingly, cease providing access to and use of SINIRJI to you) with no notice.

6.4  We may suspend your right and license to use SINIRJI or terminate this Agreement in its entirety (and, accordingly, your right to use SINIRJI) for cause effective as set forth below:

(a) Immediately upon our notice to you in accordance with the notice provisions set forth in this Agreement if (i) you violate any provision of the Acceptable Use Policy or we have reason to believe that you have violated the Acceptable Use Policy, (ii) there is an unusual spike or increase in your use SINIRJI for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of SINIRJI; (iii) we determine, in our sole discretion, that our provision of any part of SINIRJI to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding.

(b) Immediately and without notice if you are in default of any payment obligation with respect to any part of SINIRJI or if any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism.

(c) Five (5) days following the date of our provision of notice to you in accordance with the notice provisions set forth in this Agreement if you breach any other provision of this Agreement and fail, as determined by us, in our sole discretion, to cure such breach within such 5-day period.

6.5 EFFECT OF SUSPENSION OR TERMINATION

6.5.1  Upon our suspension of your use of SINIRJI, in whole or in part, for any reason:

(a) fees will continue to accrue for any part of SINIRJI that is still in use by you, notwithstanding the suspension;

(b) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to SINIRJI and until the Termination of this Agreement; and

(c) all of your rights with respect to the suspended part or parts of SINIRJI shall be terminated during the period of the suspension.

6.5.2  Upon termination of this Agreement for any reason:

(a) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to SINIRJI; and

(b) all of your rights under this Agreement shall immediately terminate.

6.6  In the event this Agreement expires or is cancelled or terminated for any reason, Sections 9, 10, 11, 12, 13, 14, and 15 and any applicable definitions will survive any such expiration, cancellation or termination.

6.7  Following the suspension or termination of your right to use SINIRJI by us or by you for any reason other than a termination for cause, you shall be entitled to take advantage of any post-termination assistance we may generally elect, but shall not be required, to make available with respect to SINIRJI such as data retrieval arrangements. We may also endeavor to provide you with unique post-suspension or post-termination assistance, but we shall be under no obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to SINIRJI or made available uniquely to you, shall be conditioned upon your acceptance of and compliance with any fees and terms we specify for such assistance.

7. DOWNTIME; SERVICE SUSPENSIONS; SECURITY

7.1  In addition to our rights to terminate or suspend SINIRJI to you as described in this Agreement, you acknowledge that:

(a) your access to and use of SINIRJI may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of SINIRJI for any reason, including as a result of power outages, system failures or other interruptions, and;

(b) we shall also be entitled, without any liability to you, to suspend access to any portion or all of SINIRJI at any time, on a service-wide basis: (i) for scheduled downtime to permit us to conduct maintenance or make modifications to any part of SINIRJI; (ii) in the event of a denial of service attack or other attack on SINIRJI or other event that we determine, in our sole discretion, may create a risk to the applicable part of SINIRJI, to you or to any of our other customers if SINIRJI were not suspended; or

(c) in the event that we determine that any part of SINIRJI is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (all of the foregoing collectively referred to as 'Service Suspensions').

7.2  Without limiting this Agreement in any way, we shall have no liability whatsoever for any direct, indirect, incidental, special, punitive, consequential or exemplary damages, liabilities, or losses (including but not limited to lost opportunity of profits, goodwill, use, data, cost of cover, or other damages) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide you notice of any Service Suspension in accordance with the notice provisions set forth in this Agreement and to post updates regarding resumption of SINIRJI following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

7.3  We strive to keep information you provide to us secure, but cannot guarantee that we will be successful at doing so. Accordingly, without limiting this Agreement in any way, you acknowledge that you bear sole responsibility for adequate security, protection and backup of the Content associated with your SINIRJI Account (and where applicable, Sub-Accounts). We strongly encourage you to routinely archive your Content. WE WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS OR USE, CORRUPTION, DELETION, DESTRUCTION OR LOSS OF ANY OF YOUR CONTENT.

8. Fees

8.1  In its sole discretion, STI shall determine whether you are eligible for a free trial subscription to SINIRJI. Free trials may be limited to one per person, organization or Entity at our discretion, and if we find that you have created multiple free trial Accounts, we reserve the right to suspend and/or terminate those Accounts and take actions to prevent additional violations, including, without limitation, the institution of legal action.

8.2  To the extent SINIRJI or any portion thereof is made available for any fee, you agree to pay all applicable fees (including any minimum subscription fees). All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, any Value Added Tax (“VAT”) and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect sales tax, VAT, or any other applicable tax from you and you agree to pay any and all applicable taxes.

8.3  We may specify the manner in which you will pay any fees and/or other charges, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally and if applicable, you shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.

8.4  Should you have any dispute as to fees associated with your account, please contact us at accountsreceivable@symposium911.com within 90 days of the date of the activity that generated such dispute, and we will attempt to resolve the matter. Disputes older than 90 days shall not be entitled to any refunds or credits.

9. INTELLECTUAL PROPERTY

9.1  Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to:

(a) SINIRJI;

(b) the STI Marks; and

(c) any other technology or software that we provide. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in SINIRJI, the STI Marks, or such other technology or software, except for the limited use and access rights described in this Agreement.

9.2  Other than the rights and interests expressly set forth in this Agreement and excluding any and all works derived from SINIRJI, you reserve all right, title and interest (including all intellectual property and proprietary rights) in and to:

(a) Content and data you may upload to or transfer through SINIRJI; or

(b) sent to us as part of your use of any part of SINIRJI. You retain all rights and ownership in your Content. We do not claim any ownership rights in your Content.

9.3  You represent and warrant that you have the necessary rights and licenses required to provide your Content to STI in connection with your use of SINIRJI and that by providing your Content in this manner, you will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws. Without limiting the generality of the foregoing, you shall provide all notices to, and obtain any consent to use any Content subject as required by any applicable law, rule or regulation in connection with the processing of any personally identifiable information of such Content subjects via SINIRJI by STI and/or you. You shall be solely responsible for ensuring that any processing of Content by STI and/or you via SINIRJI does not violate any applicable laws. You shall not process or submit to SINIRJI any Content that includes any:

(a) “individually identifiable health information”, as defined under the Health Insurance Portability and Accountability Act or equivalent personal health information as defined under any other legislation;

(b) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state, province or jurisdiction-issued identification numbers;

(c) financial account information, including bank account numbers;

(d) payment card data, including credit card or debit card numbers; or (i) “sensitive” personal data, as defined under Directive 95/46/EC of the European Parliament (“EU Directive”) and any national laws adopted pursuant to the EU Directive, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense.

9.4  STI provides you with the option to encrypt your Content and the transmission thereof. You acknowledge that it is your responsibility to encrypt your Content and its transmission should you wish to protect it. In the event you decide not to utilize encryption or transmit your Content unencrypted over a network, you assume all related risks for doing so. STI will not be liable for any liabilities arising from your use or failure to make use of encryption within SINIRJI (including your transmission of Content over the internet or other network). Due to technical specifications, encrypted Content may not be retrievable via the data retrieval mechanisms mentioned elsewhere in this Agreement.

9.5  STI provides SINIRJI from the United States. By using and accessing SINIRJI, you understand and agree to the storage and processing of your Content and any other information you choose to provide in the United States and is subject to all of the applicable law of the United States.

9.6  In the event you elect, in connection with any part of SINIRJI, to communicate to us suggestions for improvements to SINIRJI ('Feedback'), we shall own all right, title, and interest in and to the same, even if you have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. Furthermore, any other information you post or provide to STI via comments, forums, emails and the like (collectively, “Communications”) shall be considered the property of STI. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback and Communications.

9.7  During and after the term of the Agreement, with respect to any part of SINIRJI that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to SINIRJI.

9.8  If you believe that any Content posted on the Site infringes your copyright or other intellectual-property rights, you may notify us by providing the information required by the Online Copyright Infringement Liability Limitation Action of the Digital Millennium Copyright Act, 17 U.S.C. 512, to our Copyright Agent:

Attention: Symposium Technologies Compliance Officer, 1 Yonge Street, Suite 1801, Toronto, Ontario, Canada, M5E 1W7 dmcacompliance@symposium911.com

10. CONFIDENTIALITY

10.1 Confidential Information   Refers to any and all data and information in any form whatsoever, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. It shall include without limitation, information concerning negotiation of contracts, prices, information concerning personnel administration, customers, markets, strategies, methods of operation, and the software, documentation, or trade secrets to which access is obtained hereunder, provided that Confidential Information shall not include any data or information which:

(a) is or becomes publicly available through no fault of the other party;

(b) is already in the rightful possession of the other party;

(c) is independently developed by the other party;

(d) is rightfully obtained by the other party from a third party;

(e) disclosed with the written consent of the party whose information it is, or

(f) is disclosed pursuant to court order or other legal compulsion.

The burden of proving any of the above exceptions shall be upon the party claiming that such exception is applicable to the data or information at issue.

10.2  Each party acknowledges that it would be damaging to the other party if its Confidential Information were disclosed or obtained by third parties. Accordingly, each party shall make all commercially reasonable efforts during the term of this Agreement and thereafter to prevent the other party’s Confidential Information from being disclosed to or obtained by any person or entity for any purpose without the express written consent of such other party.

10.3  It is not a breach of this Agreement to disclose Confidential Information required to be disclosed by law or by government authorities provided that the disclosing party takes all reasonable steps to protect confidentiality to the extent possible.

10.4  The parties expressly acknowledge and agree that remedies at law may be inadequate for any actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without prejudice to any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.

11. YOUR REPRESENTATIONS AND WARRANTIES

11.1  You represent and warrant that you will not use SINIRJI, your Account or the STI Marks in a manner that violates the Acceptable Use Policy. To this effect, we ask that you take reasonable precautions to promote best practices. Although STI does not assume the duty or obligation to monitor any materials or Content created, posted or uploaded by you or any third parties, STI reserves the right, in its sole and absolute discretion, to monitor any and all materials or Content posted or uploaded by you or any third parties at any time without prior notice to ensure that they conform to any usage guidelines or policies (including our Acceptable Use Policy) relating to SINIRJI.

11.2  You represent and warrant that:

(a) you are solely responsible for the development, operation, and maintenance of your Content, including without limitation, the accuracy, appropriateness and completeness of your Content;

(b) you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display your Content;

(c) that your Content does not (i) violate, misappropriate or infringe any rights of us or any third party, (ii) constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, or (iii) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that the Content contains no harmful components; and (v) to the extent to which you use any part of SINIRJI or the STI Marks, that you will conduct your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of SINIRJI and STI.

11.3  You represent and warrant that you have read and understood the Acceptable Use Policy, Privacy Policy and General Terms and Conditions, and you agree to abide by their terms, where applicable, including as incorporated by reference herein. You further agree to abide by all applicable local, state, provincial, national, foreign and international laws and regulations and that you will be solely responsible for all acts or omissions that occur under your Account or password, including the content of your transmissions through SINIRJI. By way of example, and not as a limitation, you agree not to violate any provisions of the Acceptable Use Policy.

11.4  You represent and warrant that:

(a) the information you provide in connection with your registration through the registration process for SINIRJI is accurate and complete;

(b) you are duly authorized to operate or do business in the jurisdiction where you operate; and

(c) you are an authorized representative of your Entity duly authorized to access SINIRJI and to legally bind you and the Entity you represent to this Agreement and all transactions conducted under your Account.

12. OUR LIMITED WARRANTY, DISCLAIMER, AND LIMITATION OF LIABILITY

12.1  SINIRJI, THE STI MARKS, AND OTHER DATA OR INFORMATION PROVIDED BY US OR BY OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE 'SERVICE OFFERINGS') ARE PROVIDED 'AS IS'. THE USER ASSUMES ALL RESPONSIBILITIES FOR CHOOSING, ACCESSING AND USING THE SERVICE OFFERINGS. WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA OR CONTENT YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR GUARANTEED AGAINST LOSS OR DAMAGE. WE AND OUR LICENSORS DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICE OFFERINGS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE OR WEBSITE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. USE OF THE SERVICE OFFERINGS MAY DEPEND ON YOUR TRANSMISSION OF CERTAIN CONTENT. STI AND OUR LICENSORS WILL NOT BE LIABLE FOR ANY LIABILITIES ARISING FROM YOUR USE OF THE SERVICE OFFERINGS (INCLUDING THE TRANSMISSION OF CONTENT OR DATA) OVER THE INTERNET OR OTHER NETWORK. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICE OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

12.2  In addition to the foregoing, we specifically disclaim all liability, and you shall be solely responsible for the development, operation, and maintenance of your Account and for all materials and Content that appear on or within your Account, and you agree that you shall, without limitation, be solely responsible for:

(a) the accuracy and appropriateness of your Content;

(b) ensuring that any materials posted on or in your Account do not violate our Acceptable Use Policy, are not illegal and do not promote illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; and

(c) any of your users', constituents’ or customers' claims relating to your Content or any services utilized or provided to them or for their benefit in connection with your use of SINIRJI.

12.3  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THAT THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

12.4  This clause shall not impair the U.S. Government's right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute, including the False Claims Act, 31 U.S.C. §§3729-3733.

13. INDEMNIFICATION

13.1  You agree to indemnify, defend and hold STI, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors, representatives and subcontractors, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of:

(a) your use of SINIRJI and the Service Offerings in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, the Acceptable Use Policy, and/or applicable law;

(b) your Account, your Content, or the combination of your Account and Content with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of your information;

(c) your violation of any term or condition of this Agreement, the Acceptable Use Policy or any applicable additional policies, including without limitation, your representations and warranties; or

(d) you or your employees' or personnel's negligence or willful misconduct.

13.2  We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.

14. LIMITATIONS OF LIABILITY

14.1  THE TOTAL AGGREGATE LIABILITY, IF ANY, OF STI AND ITS SUBSIDIARIES, AFFILIATES OR LICENSORS INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE FEE PAID BY YOU TO USE AND ACCESS SINIRJI.

14.2  NEITHER WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR SUBCONTRACTORS, NOR ANY OF OUR LICENSORS, SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF COVER, OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM:

(a) THE USE OR THE INABILITY TO USE SINIRJI;

(b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES;

(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR CONTENT;

(d) ANY LOSS OR INACCURACY OF DATA OR CONTENT;

(e) YOUR USE OR FAILURE TO MAKE USE OF ENCRYPTION WITHIN SINIRJI; OR

(f) YOUR TRANSMISSION OF DATA OR CONTENT OVER THE INTERNET OR OTHER NETWORK.

14.3  NEITHER STI NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR SUBCONTRACTORS, NOR ANY OF OUR LICENSORS, MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR INABILITY TO USE SINIRJI TO CONTACT ANY EMERGENCY SERVICES OR EMERGENCY SERVICES PERSONNEL (“EMERGENCY SERVICES” SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT WITH EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 911 OR E911 SERVICES), OR YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.

14.4  CERTAIN FEATURES AND PRODUCTS AVAILABLE VIA SINIRJI AND YOUR ACCOUNT (OR LINKS CONTAINED THEREIN) MAY INCLUDE MATERIALS, SOFTWARE, PLUG-INS, ADD-ONS, APPLICATIONS, CONTENT AND OTHER RESOURCES FROM THIRD PARTIES AND/OR ACCESS TO THIRD PARTY WEBSITES AND/OR APPLICATIONS AND/OR CONTENT (COLLECTIVELY 'THIRD PARTY MATERIALS'). YOU ACKNOWLEDGE AND AGREE THAT STI IS NOT RESPONSIBLE FOR EXAMINING OR EVALUATING THE CONTENT OR ACCURACY OF ANY SUCH THIRD PARTY MATERIALS AND THAT STI DOES NOT WARRANT OR ENDORSE AND DOES NOT ASSUME (AND WILL NOT HAVE) ANY LIABILITY OR RESPONSIBILITY FOR ANY THIRD PARTY MATERIALS OR ANY DAMAGE OR LOSS RESULTING THEREFROM. THE AVAILABILITY OF THIRD PARTY MATERIALS IS PROVIDED SOLELY AS A CONVENIENCE TO YOU. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY THIRD PARTY MATERIALS, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS THEREOF.

14.5  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING MAY APPLY:

CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, 'A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.' YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

15. DISPUTES

15.1  By accepting this Agreement, you agree that this Agreement and any action related thereto will be governed and interpreted by and under the laws of the Province of Ontario, without regard to principles of conflicts of laws, and without giving effect to any principles that provide for the application of the law of another jurisdiction.

15.2  YOU AND STI BOTH AGREE TO RESOLVE DISPUTES ONLY BY ARBITRATION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND THE PROCEDURES MAY BE DIFFERENT, BUT AN ARBITRATOR CAN AWARD YOU THE SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME TERMS IN THIS AGREEMENT, AS A COURT WOULD. IF THE LAW ALLOWS FOR AN AWARD OF ATTORNEYS' FEES, AN ARBITRATOR CAN AWARD THEM TOO. YOU AND STI ALSO BOTH AGREE THAT:

15.3  THE ONTARIO ARBITRATION ACT 1991 APPLIES TO THIS AGREEMENT. ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR IN RESPECT OF ANY LEGAL RELATIONSHIP ASSOCIATED WITH OR DERIVED FROM THIS AGREEMENT, SHALL BE FINALLY RESOLVED BY ARBITRATION PURSUANT TO THE SIMPLIFIED ARBITRATION RULES OF THE ADR INSTITUTE OF CANADA, INC. THE PLACE OF ARBITRATION SHALL BE TORONTO, ONTARIO. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. YOU CAN GET PROCEDURES, RULES AND FEE INFORMATION FROM THE ADR INSTITUTE OF ONTARIO (WWW.ADRONTARIO.CA) OR FROM US. YOU CAN ALSO BRING ANY ISSUES YOU MAY HAVE TO THE ATTENTION OF FEDERAL, STATE, PROVINCIAL, OR LOCAL GOVERNMENT AGENCIES, AND IF THE LAW ALLOWS, THEY CAN SEEK RELIEF AGAINST US FOR YOU.

15.4  THIS AGREEMENT DOES NOT ALLOW CLASS OR COLLECTIVE ARBITRATIONS EVEN IF THE ADR INSTITUTE OF CANADA PROCEDURES OR RULES WOULD. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM. NO CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION HELD UNDER THIS AGREEMENT.

15.5  IF EITHER YOU OR STI INTENDS TO SEEK ARBITRATION UNDER THIS AGREEMENT, THE PARTY SEEKING ARBITRATION MUST FIRST NOTIFY THE OTHER PARTY OF THE DISPUTE IN WRITING AT LEAST 30 DAYS IN ADVANCE OF INITIATING THE ARBITRATION. NOTICE TO STI SHOULD BE SENT AS REQUIRED BY THIS AGREEMENT. THE NOTICE MUST DESCRIBE THE NATURE OF THE CLAIM AND THE RELIEF BEING SOUGHT. IF YOU AND STI ARE UNABLE TO RESOLVE OUR DISPUTE WITHIN 30 DAYS, EITHER PARTY MAY THEN PROCEED TO FILE A CLAIM FOR ARBITRATION.

15.6  AN ARBITRATION AWARD AND ANY JUDGMENT CONFIRMING IT APPLY ONLY TO THAT SPECIFIC CASE; IT CANNOT BE USED IN ANY OTHER CASE EXCEPT TO ENFORCE THE AWARD ITSELF.

15.7  IF FOR SOME REASON THE PROHIBITION ON CLASS ARBITRATIONS SET FORTH IN SECTION 15.4 CANNOT BE ENFORCED, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY.

15.8  IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND STI AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND STI UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY. IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT. YOU AND STI ALSO AGREE THAT ANY DISPUTE HEREUNDER SHALL BE ADJUDICATED IN ANY PROVINCIAL OR FEDERAL COURT IN TORONTO, ONTARIO, AND YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN SUCH COURTS.

15.9  Notwithstanding anything to the contrary, we may seek injunctive or other relief in any state, provincial, federal, or national court of competent jurisdiction for any actual or alleged infringement of STI’s or any third party's intellectual property rights and/or proprietary rights. You further acknowledge that our rights in SINIRJI and the STI Marks are of a special, unique, and extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

16. NOTICES

16.1  Notices made by us under this Agreement for you or your Account specifically (e.g., notices of breach and/or suspension) will be provided to you via a notification message displayed on your account page or via the email address provided to us in your registration for SINIRJI or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.

16.2  For notices made by you to us under this Agreement and for questions regarding this Agreement or SINIRJI, you may contact STI as follows: by email via info@symposium911.com or by Postal Mail at Symposium Technologies Inc., 1 Yonge St. Suite 1801, Toronto, ON Canada M5E 1W7.

17. ELECTRONIC COMMUNICATIONS

The communications between you and STI use electronic means, whether via within SINIRJI, or via email, or whether we post notices on or within the SINIRJI website, or communicate with you via e-mail. For contractual purposes, you:

(a) consent to receive communications from us in an electronic form; and

(b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Your consent in this section does not affect your statutory rights.

18. MISCELLANEOUS PROVISIONS

18.1 Responsibility.  If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.

18.2 Severability.  If any portion or provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

18.3 Waivers.  The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of the same or any other term or provision hereof, nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

18.4 Successors and Assigns.  You may not assign any of your rights in these terms without written consent from STI, and any such attempt is void, but STI may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with SINIRJI.

18.5 Entire Agreement.  This Agreement incorporates by reference all policies and guidelines posted on the SINIRJI Website and as may be modified thereafter (including the Acceptable Use Policy, the General Terms and Conditions and the Privacy Policy) and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

18.6 Government Use.  If you are a U.S. government Entity, you acknowledge that any Services provided are 'Commercial Items' as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

18.7 Government-Restricted Rights.  With respect to any acquisition of SINIRJI by or for any unit or agency of the United States Government (the 'Government'), the Services shall be classified as 'commercial computer software', as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the 'FAR') and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the 'DFARS'). SINIRJI was developed entirely at private expense, and no part of SINIRJI was first produced in the performance of a Government contract.

18.7.1  If SINIRJI is supplied for use by DoD, SINIRJI is delivered subject to the terms of this Agreement and either

(a) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a); or

(b) with restricted rights in accordance with DFARS 252-227-7013 (c)(1)(ii)(OCT 1988), as applicable.

18.7.2  If SINIRJI is supplied for use by a Federal agency other than DoD, SINIRJI is restricted computer software delivered subject to the terms of this Agreement and

(a) FAR 12.212(a);

(b) FAR 52.227-19; or

(c) FAR 52.227-14 (ALT III), as applicable. The contractor/manufacturer is Symposium Technologies Incorporated, Suite 1801, 1 Yonge Street, Toronto, Ontario, Canada, M5E 1W7.

18.8 Restricted Rights Legend.  SINIRJI is subject to and made available only pursuant to the terms of this Agreement and may be used only in accordance with the terms of this Agreement. It is against the law to access or use SINIRJI except as specifically allowed in the Agreement. This document may not, in whole or in part, be copied, photocopied, reproduced, translated, or reduced to any electronic medium or machine readable form without prior consent, in writing, from STI. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in Symposium Technologies SINIRJI (SINIRJI) Terms of Service Agreement and in subparagraph (c)(1) of the Commercial Computer Software-Restricted Rights Clause at FAR 52.227-19; subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013; subparagraph (d) of the Commercial Computer Software Licensing clause at NASA FAR supplement 18-52.227-86; or their equivalent.

18.9 No Endorsement.  You understand and acknowledge that we are not certifying nor endorsing, and have no obligation to certify or endorse, any of your Content.

18.10 International Sale of Goods; Export and Import Control Laws and Regulations.  You and STI hereby agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act (UCITA). Services, Content, and product derived or obtained from SINIRJI may be subject to U.S. and Canadian export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall:

(a) obtain any export, reexport, or import authorizations required by U.S., Canadian or your local laws;

(b) not use Services, Content, or direct product from SINIRJI to design, develop or produce missile, chemical/biological, or nuclear weaponry; and

(c) not provide Services, Content, or direct product from SINIRJI to prohibited countries and entities identified in the U.S. or Canadian export regulations.

18.11 No Agency.  Nothing in this Agreement shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between STI and you; but rather we have an independent contractor relationship.

18.12 No Third Party Beneficiary.  You acknowledge and agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiary to this Agreement.

19. GOVERNING LAW

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Province of Ontario, without regard to principles of conflicts of laws, and without giving effect to any principles that provide for the application of the law of another jurisdiction.

20. GENERAL TERMS

These terms constitute the entire and exclusive Agreement between STI and you with respect to SINIRJI and supersede and replace any other agreements, terms and conditions applicable to SINIRJI. Purchase orders placed by you shall be for the sole purpose of specifying the commercial services that you wish to purchase. Any other terms stated in any purchase order delivered to STI by you, other than pursuant to an order form supplied by STI, shall have no effect. STI will not be responsible for any failure to perform or delay in performing any of its obligations under these terms where and to the extent that such failure or delay results directly or indirectly from an event beyond STI’s reasonable control.