TERMS OF SERVICE
Last Revised on April 30, 2021
Welcome to the Terms of Service (these “Terms”) for the website https://www.systemicflow.com/ and its subdomains, including all data, content and functionality thereon (the “Website”) operated on behalf of sySTEMic flow, LLC (“sySTEMic”, “we” or “us”).
These Terms govern your access to and use of the Website. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Website, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Website.
For purposes of these Terms, “you” and “your” means you as the user of the Website. If you are under the age of 18, you must have a parent or legal guardian read and agree to these Terms on your behalf. When we refer to “you” in these Terms, we mean you as the end user of the Website and any parent or legal guardian who may agree to these Terms on your behalf. If you use the Website on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf. You must reside in the United States or any of its territories to use the Website.
Please note that Section 5 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 5.
TABLE OF CONTENTS
2. RIGHTS WE GRANT YOU
3. OWNERSHIP AND CONTENT
4. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
5. ARBITRATION AND CLASS ACTION WAIVER
6. ADDITIONAL PROVISIONS
2. YOUR ACCOUNT
2.1 To use certain portions of the Website, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account at https://www.systemicflow.com/account/my-account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at email@example.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
3. RIGHTS WE GRANT YOU
3.1 License Grant. Subject to your compliance with these Terms, sySTEMic hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to access and use the Website. This grant has the sole purpose of enabling you to use and enjoy the benefit of the Website as provided by us, in the manner permitted by these Terms and subject to the use restrictions described below.
3.2 Restrictions On Your Use of the Website. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Website (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Website;
(d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Website;
(e) exploit the Website for any commercial purpose;
(f) access or use the Website in any manner that could disable, overburden, damage, disrupt or impair the Website or interfere with any other party's access to or use of the Website or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Website, or the computer systems or networks connected to the Website;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Website;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Website to monitor, extract, copy or collect information or data from or through the Website, or engage in any manual process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
(k) use the Website for illegal, harassing, unethical, or disruptive purposes;
(l) violate any applicable law or regulation in connection with your access to or use of the Website; or
(m) access or use the Website in any way not expressly permitted by these Terms.
4. OWNERSHIP AND CONTENT
4.1 Ownership of the Website. The Website, including its "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that sySTEMic and/or its licensors own all right, title and interest in and to the Website (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Website and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
4.2 Ownership of Trademarks. sySTEMic’s name, logo and all related names, logos, product and service names, designs and slogans are trademarks of sySTEMic or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
4.3 Ownership of Feedback. We welcome testimonials, feedback, comments and suggestions for improvements to the Website (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Website or in any such Feedback. All Feedback becomes the sole and exclusive property of sySTEMic, and sySTEMic may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to sySTEMic any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
4.4 Your Content License Grant. In connection with your use of the Website, you may be able to post, upload, or submit content to be made available through the Website (“Your Content”). In order to operate the Website, we must obtain from you certain license rights in Your Content so that actions we take in operating the Website are not considered legal violations. Accordingly, by using the Website and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Website. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Website, solely for the purpose of providing such Website, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Website shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Website; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Website. By posting or submitting Your Content through the Website, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
5. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
5.1 Disclaimers. Your access to and use of the Website is at your own risk. You understand and agree that the Website is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, sySTEMic, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “sySTEMic Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
5.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE SYSTEMIC ENTITIES BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF, RESULTING FROM, BASED ON OR RELATED TO THE WEBSITE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING FROM CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) OR ANY OTHER CAUSE OF ACTION, EVEN IF THE SYSTEMIC ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IF THE ABOVE EXCLUSION OF DAMAGES IS FOUND TO BE UNLAWFUL, VOID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN THE SYSTEMIC ENTITIES’ AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED IN ANY MATTER ARISING FROM, RELATED TO OR CONNECTED WITH THE WEBSITE OR THESE TERMS SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5.3 Indemnification. By entering into these Terms and accessing or using the Website, you agree that you shall defend, indemnify and hold sySTEMic Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by sySTEMic Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Website; or (d) Your Content, or (e) your negligence or willful misconduct.
6. ARBITRATION AND CLASS ACTION WAIVER
6.1 Informal Process First. You agree that in the event of any dispute between you and sySTEMic Entities, you will first contact sySTEMic and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
6.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of sySTEMic’s services and/or products, including the Website, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and sySTEMic agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and sySTEMic are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and sySTEMic will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
6.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, sySTEMic will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
6.4 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to firstname.lastname@example.org or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to sySTEMic within thirty (30) days of your agreeing to these Terms by your first use of the Website. Otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, sySTEMic also will not be bound by them.
7. ADDITIONAL PROVISIONS
7.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Website after the modifications have become effective will be deemed your acceptance of the modified Terms.
7.2 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by sySTEMic will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Website (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Website under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. the Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by sySTEMic or you. Termination will not limit any of sySTEMic’s other rights or remedies at law or in equity.
7.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to sySTEMic for which monetary damages would not be an adequate remedy and sySTEMic shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
7.4 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
7.5 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by sySTEMic but may not be assigned by you without the prior express written consent of sySTEMic. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Website is operated by us in the United States. Those who choose to access the Website from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 5, or if arbitration does not apply, then the state and federal courts located in Boston, Massachusetts.
7.6 How to Contact Us. You may contact us regarding the Website or these Terms at: sySTEMic flow, LLC, 867 Boylston Street, Floor 5, Boston, MA 02116, by phone at (978) 552-8150 or by e-mail at email@example.com.