Last Updated: January 15, 2020

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1. Basic Information

 

This SynQ Prox License and User Agreement (“Agreement”) is a legal agreement between You and Bitvisory, Inc., who owns and operates the SynQ Prox (“SynQ”) mobile and web applications (“Services”) on behalf of PointGuard, LLC. This Agreement sets out the rights, obligations, liabilities, and other matters relating to the SynQ Services provided to and used by You under this Agreement.

 

2. Definitions

 

The terms used in this Agreement shall be defined as follows:

“Agreement” means this SynQ Prox License and user Agreement.

 

“Device” means Your phone, tablet, or other device to which the Licensed Services are downloaded or used upon.

 

“License” means the license set out in this Agreement to use the Licensed Services.

 

“Licensed Services” means

 

“Mobile Credential(s)” means digital access credential(s) licensed to You under this Agreement to allow you to use the Services. Mobile Credential(s) can only be issued to or deleted from your device when the device has network connectivity. If your device is without connectivity or in “airplane mode” You will only be able to use Mobile Credentials already installed on the device for a limited time period before your device will be required to restore network connectivity.

 

“SynQ Reseller” means a third party that is authorized by SynQ Prox to resell the Services.

 

“Privacy Policy” means the Privacy Policy for SynQ Prox, which forms part of this Agreement and describes the information We collect about You and how the information is treated.

 

“Services” means the services provided under this Agreement including use of (i) the SynQ Prox mobile application, (ii) the SynQ Prox web application and websites, (iii) and any other service provided by Us for use of the Services.

 

“You” means You, the individual or entity, who enters into this Agreement with Us upon accessing and using the Services that We provide under this Agreement.

 

“We”, “Us” or “Our” means Bitvisory, Inc. together with PointGuard, LLC.

 

3. Limited License

 

The Licensed Services are licensed, not sold or transferred, to You for use only under the terms of the License set out in this section (the “License”). We reserve all rights not expressly granted to You under this License. This License is granted by Us to You for the Licensed Services and is limited to a non-exclusive, non-transferable, revocable license to use the Licensed Services for use on a Device that You own or control and as permitted by this Agreement, for as long as You subscribe to the Services.

 

The Licensed Services may be periodically updated. The terms of this Agreement will govern any updates provided by Us that replace and/or supplement the original Licensed Services (and such updates will consequently be part of the Licensed Services), unless such update is accompanied by a separate license in which case the terms of that license will govern.

 

Any unsolicited ideas or other materials you submit to SynQ Prox are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

 

4. Use of the Services

 

Lawful Use of Services. You agree to use the Services in a lawful manner. You may only use the Services to access secure areas, premises, doors, gates, or equipment to which You are lawfully permitted access. You shall not use the Licensed Services for any unlawful, illegal, or improper purposes. This includes any local, state, federal, and international laws that may apply to You. You agree that You shall not allow any other individual(s) to use Your Device for unlawfully or improperly. Such unlawful, illegal, or improper use is a breach of this Agreement and may be subject to criminal prosecution and/or damages.

 

Limitations of Use. This Agreement and License are limited to what is expressly contained herein and restricts certain actions. By accepting this License, You agree not to:

 

• Rent, lease, sell, or sublicense the Licensed Services;

• Use the Licensed Services on any Device that You (or your entity) do not own or control;

• Copy, reverse engineer, or attempt to obtain the source code of the Services or “crawl,” “scrape,” or “spider” any page of the Services;

• Interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code;

• Violate any laws in connection with Your use of the Services.

 

Note: Authorized SynQ Resellers are authorized to resell some of the Services. If You purchased the Services from a SynQ Reseller this Agreement still applies to You.

 

Your Responsibilities. You are responsible for and agree to do the following in connection with Your use of the Services:

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• Comply with all of the terms and conditions of this Agreement and all applicable laws.

• Protect Your password and keep Your account secure; additionally, utilize PIN codes or biometric security measures to keep Your Device secure;

• Protect Your Device against unauthorized users or access;

• Download and install the updates to the Services that will periodically be provided on Your Device;

• Delete or request Your Mobile Credential(s) from Your Device if it is lost, sold, or assigned to someone else, or when You stop using the Services.

 

5. Antidiscrimination

 

In Your use of the Services, You cannot discriminate based upon: Race, Color, Ethnicity, National origin, Religion, Gender, Gender identity, Sexual orientation, Disability, or Any other characteristic protected under applicable law.

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6. Termination

 

This Agreement is effective until terminated by You or Us. Upon termination, You must immediately cease all use of the Services and delete any materials associated to the Services.

 

Termination By You. You may terminate this Agreement at any time by deleting the SynQ Prox mobile application and ceasing to use the Services. Per the Privacy Policy, You may request to have Your data deleted.

 

Termination By Us. We may terminate or suspend Your account and Your access to the Services at any time, for any reason, and without advance notice. We reserve the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to You for the effect that any changes to the Services may have on You, including Your income or Your ability to generate revenue through the Services.

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7. Warranties and Limitation of Liability

 

THE LICENSED SERVICES AND ANYTHING ELSE PROVIDED BY SYNQ PROX ARE PROVIDED TO YOU “AS IS” AND WITH ALL RISKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SYNQ RESELLERS, AND THIRD-PARTY LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SYNQ PROX DOES NOT WARRANT THAT THE SERVICES, SYSTEM, OR MATERIALS WILL MEET YOUR REQUIREMENTS OR NEEDS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE OR FREE OF VIRSUSES, OR CONDITIONS, OR THAT USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. WE ARE NOT LIABLE FOR LOSS OF PERSONAL DATA. YOU AGREE TO ASSUME ALL RISK AND ALL DAMAGES AND LOSS FROM USE OF, OR INABILITY TO USE, THE LICENSED SERVICES.

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8. Disclaimer of Damages

 

WE ARE NOT LIABLE IN ANY EVENT FOR DAMAGES, LOSSES, LIABILITIES OR CLAIMS, UNLESS SPECIFIED OTHERWISE UNDER APPLICABLE LAWS: (i) ARISING OUT OF ANY FALSE OR INACCURATE INFORMATION PROVIDED BY YOU; (ii) INCURRED BY YOU DUE TO A REASON ATTRIBUTABLE TO YOU OR YOUR FAILURE TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT; OR (iii) RESULTING FROM A THIRD PARTY’S ILLEGAL OR UNAUTHORIZED USE OF THE SERVICES OR YOUR DEVICE.

 

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SYNQ RESELLERS, AND THIRD PARTY LICENSORS OR SUPPLIERS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF ACTUAL OR ANTICIPATED REVENUE, PROFITS OR SAVINGS (INCLUDING LOSS OF CONTRACT), LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SYNQ’S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED ONE HUNDRED ($100) US DOLLARS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

9. Indemnification

 

If We get sued because of something that You did, You agree to defend and indemnify Us. This means that You will defend Us (including any of our employees, agents, or affiliates) and hold Us harmless from any legal claim or demand (including reasonable attorney’s fees) that arises from Your actions, Your use (or misuse) of Our Services, Your breach of this Agreement, or Your infringement of someone else’s rights.

 

We reserve the right to handle Our legal defense however We see fit, even if You are indemnifying Us, in which case You agree to cooperate with Us so We can execute Our strategy.

 

10. Changes to the Terms or Agreement

 

We may update these Terms or Agreement from time to time. If We believe the changes to be material, We will notify you by doing one or more of the following: (1) posting the changes through the Services or (2) sending You and email or message about the changes. You may decide to continue using the Services at that point. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes Your acceptance of the updated Terms and Agreement.

 

11. Assignment

 

We may assign all or part of the rights and terms under this Agreement to any company or companies as We see fit.

 

12. Contact Information

 

You may contact Us with any questions at support@bitvisory.com.