Terms of Use
Cinapse Terms of Use
Last Updated Date: July 26, 2022
PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY. THE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND SUPERNOVA MEDIA TECHNOLOGIES, INC. DBA “CINAPSE” (“CINAPSE,” “WE,” “US” OR “OUR”).
SECTION 16 OF THESE TERMS OF USE IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 16 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
BY ACCESSING OR USING CINAPSE.IO, APP.CINAPSE.IO OR ANY OTHER WEBSITE WITH AN AUTHORIZED LINK TO THESE TERMS (“WEBSITE”), INSTALLING OR USING THE CINAPSE MOBILE APPLICATION (“APPLICATION,” AND, TOGETHER WITH THE WEBSITE, THE “PLATFORM”), ACCESSING OR USING ANY DATA, INFORMATION, SERVICES, FEATURES OR RESOURCES AVAILABLE OR ENABLED VIA THE PLATFORM (COLLECTIVELY, THE “SERVICES”), OR CLICKING ON A BUTTON OR TAKING ANOTHER ACTION TO SIGNIFY YOUR ACCEPTANCE OF THE TERMS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CINAPSE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THE TERMS. THE TERM “YOU” REFERS TO THE INDIVIDUAL, OR SUCH LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED AN ACCOUNT ON THE PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE, APPLICATION OR SERVICES.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THE AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT CINAPSE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.5 (AUTOMATIC RENEWAL) BELOW.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY CINAPSE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Cinapse will make a new copy of the Terms of Use available within the Application and any new Supplemental Terms will be made available from within, or through, the affected Service within the Application. We will also update the “Last Updated” date at the top of the Terms of Use. Cinapse may require you to provide consent to the updated Terms in a specified manner before further use of the Website, Application and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, Application and/or the Services. Otherwise, your continued use of the Website, Application and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE OR APPLICATION TO VIEW THE THEN-CURRENT TERMS.
1. USE OF THE SERVICES AND CINAPSE PROPERTIES.
1.1 Generally. Cinapse offers a paperless on-set management web and mobile application containing features that may be purchased/subscribed to individually, which may include but not be limited to, the following:
Live: The Live feature set is designed to optimize your set with real-time updates and reports, allowing the production to stay in sync with an up-to-date daily schedule and to allow access to digital on-set documents in one place.
Crew: The Crew feature set is designed to manage user documents, special equipment, and production paperwork, streamlining daily timesheet and weekly timecard creation and submission, and allowing digital access, submit, and track all crew member paperwork.
Cast: The Cast feature set is designed to manage basecamp and associated cast member paperwork in real-time, and optimize basecamp communication and reports.
Background: The Background feature set is designed to digitally check in, manage and wrap background actors through contactless background check-ins and tools to modify digital vouchers, paperwork, and reports.
Please note that the Services are intended to be used to facilitate the execution of paperless on-set user documents and paperwork and streamline background voucher, and other timesheet and timecard creation and submission, and you agree that Cinapse has no responsibility or liability to you related to the execution of any signatures on these documents made through the Services, other than as expressly set forth in the Terms.
1.2 Privacy Policy. The use of any data or content collected by Cinapse, including all Content and Production Data (as defined below), will be subject to the terms of our Privacy Policy located at: https://cinapse.io/privacy-policy. To better understand how the data will be used, please review the Privacy Policy closely. You may be able to view and share data with other people within your employer organization via our Services.
The Services may provide you with tools, information, and resources that are designed to allow you to track compliance and safety. The Services, and these tools, are not intended to be a substitute for legal or professional medical advice, diagnosis, or treatment. Never disregard legal advice, professional medical advice, healthcare professional advice, or delay in seeking any of the foregoing because of information you have obtained through the services. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.
1.3 Cinapse Properties. The Platform, the Services, and the information and content available in the Platform and the Services (as these terms are defined herein) (each, a “Cinapse Property” and collectively, the “Cinapse Properties”) are protected by copyright laws throughout the world.
1.4 Application License. Subject to your compliance with the Terms, Cinapse grants you a limited non-exclusive, non-transferable, non-sub-licensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
1.5 Open Source Software. Some of the software in our Platform may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the MIT License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under Section 1.4 and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
1.6 Updates. You understand that Cinapse Properties are evolving. As a result, Cinapse may require you to accept updates to Cinapse Properties that you have installed on your computer or mobile device. You acknowledge and agree that Cinapse may update Cinapse Properties with or without notifying you. You may need to update third-party software from time to time in order to use Cinapse Properties.
1.7 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Cinapse Properties or any portion of Cinapse Properties, (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Cinapse Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not access Cinapse Properties in order to build a similar or competitive website, application or service; (d) except as expressly stated herein, no part of Cinapse Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including by screen capture or screenshot capture; and (e) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Cinapse Properties. Any future release, update or other addition to Cinapse Properties shall be subject to the Terms. Cinapse, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of any Cinapse Property terminates the licenses granted by Cinapse pursuant to the Terms.
2. ACCOUNTS.
2.1 Invitations. In order to access the Services you will be required to set up an account on the Website or Application (“Account”). For purposes of the Agreement, a “User” is a user who has registered an Account with Company through the Services. You will be invited by us or by an Admin User of your Production (each, as defined below) to set up an Account on the Services. You are required to create a username or password for this Account. Each time you sign on, you are required to use the same email address as approved by Production. You may not impersonate someone else, create, or use an Account for anyone other than yourself or provide an email address other than your own.
2.2 Production Access. You may be invited to join a production on the Platform (“Production”) via email that contains instructions for how to request access to such Production or you may request access using a PIN code provided to you. Certain features in the Services related to such Production will be unavailable to you unless and until an Admin User or Management User authorizes you as a Production member and/or assigns your Production Permissions. You will be notified when your request for Production access has been granted and will receive access to features and content based on the Permission level assigned, as described in Section 2.3 below. By completing the registration of a Production, you verify that you are the primary administrator of such Production, as authorized by the responsible party (such as the Line Producer, Unit Production Manager, Production Supervisor, or Key 2nd Assistant Director). You also certify that such responsible party has approved you to register such Production.
2.3 Permissions. When you join a Production, you will be assigned one of several permission levels (“Permission”) allowing, limiting or restricting your access and ability to access certain features and content and/or perform certain functions within the Platform. Depending on your assigned Permission, you may (1) be able to make edits to all Permissions, settings or documents, collect, monitor and process Production Data (as defined below), and view real-time metrics across the entire Production (“Admin Users”); (2) be able to make edits to specific Permissions, settings or documents within the Production and/or collect, monitor and process certain Production Data (“Management Users”); or (3) have limited access to view certain documents or features or to perform certain functions (“Limited Users”). Within the foregoing categories, you may further be designated with a specific role in the Product, such as a “Production Manager”, who can create, assign, send, input, approve, re-issue, and edit vouchers; a “Background Artist”, who can receive, view changes, electronically sign, annotate, and receive PDF copies of, vouchers; or a “Production Accountant”, who can view and download vouchers, and send vouchers to the Production payroll. You may be assigned a different Permission for each Production you are working on, depending on your role for that Production. When you register a new Production, you will be automatically assigned the “Admin User” Permission and will have the ability to assign Permissions to Production members as they join. “Production Data” means any and all documents, data and Production information related to the Production or any Production member that is entered into the Platform under such Production.
2.4 Accounts. You represent that you are (a) at least sixteen (16) years of age, or, if you are under sixteen (16) years of age, an emancipated minor; (b) of legal age and/or capacity to form a binding contract in California or in the state or region where you are using the Services; and (c) not a person barred from using Cinapse Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. If you are under sixteen (16) years of age you may use the Services only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. Accounts for individuals under the age of sixteen (16) can be created by a parent or legal guardian. IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE YOUR CONSENT TO THE REGISTRATION OF YOUR CHILD WHO IS SIXTEEN (16) YEARS OF AGE OR YOUNGER WITH THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT WITH RESPECT TO, THROUGH, AND IN CONNECTION WITH SUCH REGISTRATION AND USE. You are responsible for all activities that occur under your Account (i.e., using your email address); provided that production companies (each a “Production Company” and collectively, “Production Companies”) are jointly responsible with you for those activities occurring under Admin User Accounts and any activities that you undertake on behalf of such Production Company. You may not share your Account information with anyone, and you agree to notify Cinapse and your associated Production(s) immediately of any unauthorized use of your Account or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cinapse has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Cinapse has the right to suspend or terminate your Account and refuse any and all current or future use of Cinapse Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself, unless you are a parent or guardian creating an account on behalf of an individual under the age of sixteen (16) years old. You agree not to create an Account or use Cinapse Properties if you have been previously removed by Cinapse, or if you have been previously banned from any of Cinapse Properties.
2.5 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Cinapse Properties, including but not limited to, a mobile device that is suitable to connect with and use Cinapse Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Cinapse Properties.
3. RESPONSIBILITY FOR CONTENT.
3.1 Types of Content. Subject to Section 3.2 below, you acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and other materials accessible through the Services, including all Production Data (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Cinapse, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Services (“Your Content”), and that you and other Users of the Services, and not Cinapse, are similarly responsible for all Content that you and they make available through the Services (“User Content”).
3.2 Acknowledgement and Production Company Responsibility. All users of the Platform acknowledge and agree that the Production Companies will be collecting and monitoring their personal information and other Production Data. Additionally, users acknowledge and agree that other users will be monitoring their personal information and other Production Data. Production Companies are solely responsible for all Production Data made available on the Platform, including all consents and notices necessary or required to collect and use Production Data, all of which must be conveyed to, and agreed to by, Admin Users, Management Users, and Limited Users, prior to the collection and use of any such Production Data. You agree and understand that nothing herein shall create an employment relationship between the you and Cinapse, and Cinapse shall not be responsible for the payment of wages owed to user by a Production Company.
3.3 Storage. Unless expressly agreed to by Cinapse in writing elsewhere, Cinapse has no responsibility or liability for the deletion or accuracy of Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Cinapse Properties. Certain Services may enable you to specify the level at which such Services restrict access to Content. You are solely responsible for applying the appropriate level of access to Content. If you do not choose, the system may default to its most permissive setting. You agree that Cinapse retains the right to create reasonable limits on Cinapse use and storage of Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Cinapse in its sole discretion.
4. OWNERSHIP.
4.1 Cinapse Properties. Except with respect to Your Content and/or, as applicable, Production Data, you agree that Cinapse and its suppliers own all rights, title and interest in Cinapse Properties and all information, materials, data and intellectual property rights thereon and therein (including any designs, functions and functionality, and all software, portal, algorithms, know-how, processes, methodologies, inventions, techniques and any other technology used by Cinapse to offer the Services to the Production Company and you), the Feedback and Cinapse’s Confidential Information (collectively, the “Cinapse IP”). The Platform and its original content, features, and functionality are owned by Cinapse and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Cinapse Properties.
4.2 Demos. If you are receiving or viewing the Services through a demonstration provided by Cinapse (“Demo”), you acknowledge and agree that Cinapse and its suppliers own all rights, title and interest in the Cinapse IP and all intellectual property rights therein and that, by viewing the Demo, no copyright, trademark or other proprietary right is licensed, granted or otherwise transferred to you by this Agreement. Further, you acknowledge and agree that any and all knowledge and information received by viewing or receiving the Demo constitutes Cinapse Confidential Information (as defined below) pursuant to Section 10 of this Agreement.
4.3 Trademarks. , “CINAPSE”, and other related graphics, logos, trademarks, service marks and trade names used on or in connection with Cinapse Properties are the trademarks of Cinapse and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Cinapse Properties are the property of their respective owners.
4.4 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content or other data that appears on or in Cinapse Properties.
4.5 Data. Cinapse does not claim ownership of Your Content or any Production Data. However, when you post or publish Your Content on or in any Services, you represent that you own or have all necessary rights to post or publish Your Content on or in the Services. Subject to any applicable account settings that you select, you grant Cinapse a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content and Production Data (in whole or in part) for the purposes of operating the Services and providing Cinapse Properties to you and to our other users. Please remember that other users of the Services may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. Further, you acknowledge and agree that your profile picture is stored in a container that is "publicly" available and may be accessible to members of the public who have independently obtained such link. You agree that you, not Company, are responsible for all of Your Content. You may not post a photograph of another person without that person’s permission. Further, Cinapse has the right to use any Content on an aggregated, anonymized basis for the purposes of improving the Services and Cinapse’s other products and services, as well as for Cinapse’s business purposes; provided, however, that Cinapse will not disclose any such Content in a manner that identifies the Production Company, or any Admin User, Management User, or Limited User. You agree that you, not Cinapse, are responsible for all of the Content that you make available on or in Cinapse Properties.
4.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Cinapse including but not limited to through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Cinapse has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Cinapse a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Cinapse Properties and/or Cinapse’ business.
5. Fees and Purchase Terms.
5.1 Payment. Your access to the Services is subject to the Production Company’s payment of all fees in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Cinapse, through its Third-Party Provider (as defined below), will invoice you for the Services. Except as separately agreed to in writing between Cinapse and the Production Company, all fees are due and payable via credit card, as described further below, or any other accepted payment method at the time of your purchase of the Services in accordance with the invoice. One (1) Admin User from each Production Company will be responsible for making such payments through the Admin User Account (“Responsible Admin User”). Responsible Admin User may be required to provide Cinapse with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services. As the Responsible Admin User, your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Cinapse with your credit card number and associated payment information, you, as the Responsible Admin User, agree that Cinapse is authorized to immediately invoice your Account for all fees and charges due and payable to Cinapse hereunder and that no additional notice or consent is required. You agree to immediately notify Cinapse of any change in your billing address or the credit card used for payment hereunder. Cinapse reserves the right at any time to change its prices and billing methods, either immediately upon posting on Cinapse Properties or by email delivery to you.
5.2 Service Subscription Fees. Production Company will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time the Responsible Admin User creates an Account for the Production Company and selects the Platform feature sets (each, a “Service Commencement Date”). Except as set forth in the Terms, all fees for the Services are non-refundable. No contract will exist between you and Cinapse for the Services until Cinapse accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
5.3 Taxes. Cinapse’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Cinapse, the Responsible Admin User will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Cinapse for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, the Responsible Admin User will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Cinapse is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5.4 Withholding Taxes. Production Company agrees to make all payments of fees to Cinapse free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Cinapse will be Production Company’s sole responsibility, and Production Company will provide Cinapse with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
5.5 Free Trials and Other Promotions. Any free trial or other promotion that provides access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Cinapse to have the charges reversed.
5.6 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified via email at notice@cinapse.io AND by writing to the following address:
Supernova Media Technologies, Inc. DBA Cinapse
10601 Washington Blvd, Apt 736
Culver City, CA 90232
5.7 Third Party Provider. Cinapse uses Stripe, Inc. (“Stripe”) as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By making a payment on the Services, you agree to be bound by Stripe’s Privacy Policy: https://www.stripe.com/privacy, and hereby consent and authorize Cinapse and Stripe to share any information and payment instructions you provide with one or more third party service provider(s) to the minimum extent required to complete your transactions.
6. USER CONDUCT. As a condition of use, you agree not to use Cinapse Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity, privacy or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Cinapse’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any other User or representative of Cinapse; (vi) interferes with or attempts to interfere with the proper functioning of Cinapse Properties or uses Cinapse Properties in any way not expressly permitted by the Terms; or (vii) to attempt or engage in, any potentially harmful acts that are directed against Cinapse Properties, including but not limited to violating or attempting to violate any security features of Cinapse Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Cinapse Properties, introducing viruses, worms, or similar harmful code into Cinapse Properties, or interfering or attempting to interfere with use of Cinapse Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” Cinapse Properties.
7. INVESTIGATIONS. Cinapse may, but is not obligated to, monitor or review Cinapse Properties at any time. If Cinapse becomes aware of any possible violations by you of any provision of the Terms, Cinapse reserves the right to investigate such violations, and Cinapse may, at its sole discretion, immediately terminate your license to use Cinapse Properties, without prior notice to you.
8. INTERACTIONS WITH OTHER USERS. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Cinapse reserves the right, but has no obligation, to intercede in such disputes. You agree that Cinapse will not be responsible for any liability incurred as the result of such interactions.
9. THIRD-PARTY SERVICES.
9.1 Third-Party Websites and Applications. Cinapse Properties may contain links to third-party websites (“Third-Party Websites”), services (“Third-Party Services”), and applications (“Third-Party Applications”). When you click on a link to or otherwise access a Third-Party Website, Third-Party Services, or Third-Party Application, we may not warn you that you have left Cinapse Properties and are subject to the terms and conditions (including privacy policies) of another website, service provider, or destination. Such Third-Party Websites, Third-Party Services, and Third-Party Applications are not under the control of Cinapse. Cinapse is not responsible for any Third-Party Websites, Third-Party Services, or Third-Party Applications. Cinapse provides these Third-Party Websites, Third-Party Services, and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Services, or Third-Party Applications, or any product or service provided in connection therewith. You access all Third-Party Websites, Third-Party Services, and Third-Party Applications at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Services, or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
9.2 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play Store (each, an “App Store”). You acknowledge that the Terms is between you and Cinapse and not with the App Store. Cinapse, not the App Store, is solely responsible for Cinapse Properties, including the Application, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless or cellular data network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Cinapse Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Cinapse Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce it.
9.3 Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
a. You acknowledge and agree that (i) the Terms are concluded between you and Cinapse only, and not Apple, and (ii) Cinapse, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
b. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
c. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Cinapse and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Cinapse.
d. You and Cinapse acknowledge that, as between Cinapse and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
e. You and Cinapse acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Cinapse and Apple, Cinapse, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
f. You and Cinapse acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
g. Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
10. CONFIDENTIALITY.
10.1 You acknowledge that during the term of this Agreement, you may receive non-public, confidential or proprietary information relating to Cinapse, its business, products, and services, and related intellectual property (collectively, “Confidential Information”) in connection with your use of the Services. For the avoidance of doubt, “Confidential Information” includes, without limitation, the Cinapse IP and any information that you know or should have known is the confidential or proprietary information of Cinapse. You agree to keep the Confidential Information strictly confidential, not to publish or disclose any Confidential Information to a third party, and only use such information to the extent necessary to exercise your rights under this Agreement that you may not use the Confidential Information to develop or acquire competing technologies or products. You agree that you will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party. You will use at least a reasonable standard of care in maintaining the confidentiality of the Confidential Information. You agree to restrict access to the Confidential Information to such of your personnel, agents and consultants, if any, who have a have a need to know and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. You agree that you will not acquire any rights under any patent, copyright, trade secret, or other right, or assert any lien against Cinapse’s Confidential Information. Your obligations with respect to Confidential Information with continue even after you have stopped using the Services. You agree to destroy or return any Confidential Information at Cinapse’s request or upon termination or expiration of this Agreement. In the event of any unauthorized disclosure or loss of Confidential Information, you will immediately notify Cinapse. Notwithstanding the foregoing, you may disclose Cinapse’s Confidential Information to the extent the disclosure is required by law or by order of a court or governmental agency. However, in such event, you will assist Cinapse in obtaining a protective order or similar protection to maintain the confidentiality of the Confidential Information to the extent possible. You acknowledge that any breach of this section will cause immediate and irreparable injury to Cinapse, and in the event of such breach, Cinapse will have the right to seek and obtain injunctive relief, and to pursue any other remedies available at law or in equity, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.
10.2 You agree to not issue press releases relating to Cinapse or this Agreement, or use any name, trademark, service mark, logo or commercial symbol of Cinapse or its affiliates for any purposes, including in any brochures, advertisements, client lists or other promotional materials without prior written authorization by Cinapse in each instance.
11. Indemnification. As a User of the Services, you agree to indemnify and hold Cinapse, its parents, subsidiaries, affiliates, officers, agents, partners, suppliers, and licensors (each, a “Cinapse Party” and collectively, the “Cinapse Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Cinapse Property; (c) your violation of the Terms; (d) your violation of any rights of another party, including any other User of the Services; (e) your violation of any applicable laws, rules or regulations; or (f) any union or guild issues. Production Company agrees to indemnify and hold the Cinapse Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of Production Data, including Production Company’s failure to provide any necessary consents or notices to their Admin Users, Management Users and/or Limited Users. Cinapse reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Cinapse in asserting any available defenses. This provision does not require you to indemnify any of the Cinapse Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website, Application or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms and/or your access to Cinapse Properties.
12. DISCLAIMER OF WARRANTIES AND CONDITIONS.
12.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF CINAPSE PROPERTIES IS AT YOUR SOLE RISK, AND CINAPSE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CINAPSE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE APPLICATION.
a. THE CINAPSE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) CINAPSE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF CINAPSE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF CINAPSE PROPERTIES WILL BE ACCURATE, RELIABLE, OR COMPLIANT WITH ANY GUILD OR UNION REQUIREMENTS. YOU AND/OR YOUR PRODUCTION COMPANY ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL GUILD AND UNION REQUIREMENTS.
b. ANY DATA DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH CINAPSE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS CINAPSE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH DATA.
c. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. CINAPSE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CINAPSE OR THROUGH CINAPSE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
e. FROM TIME TO TIME, CINAPSE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT CINAPSE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
12.2 Not Intended for Emergency Use. CINAPSE’S GOAL IS TO PROVIDE HELPFUL AND ACCURATE INFORMATION ON THE SERVICES. HOWEVER, THE SERVICES ARE DEPENDENT UPON A NUMBER OF FACTORS THAT ARE OUTSIDE THE CONTROL OF CINAPSE. USE OF THE SERVICES SHOULD NOT REPLACE YOUR GOOD JUDGMENT AND COMMON SENSE. IF YOU ARE EXPERIENCING A MEDICAL OR OTHER EMERGENCY, CALL 911.
12.3 Medical Disclaimer. CINAPSE DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES, OR ENGAGE IN THE PRACTICE OF MEDICINE. THE CONTENTS OF THE APPLICATION, INCLUDING TEXT, GRAPHICS, IMAGES, AND OTHER DATA CREATED BY THE SERVICES OR OTHERWISE CONTAINED IN THE APPLICATION OR THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR PUBLIC HEALTH INFORMATION. WE CANNOT GUARANTEE THAT THE SERVICES WILL CORRECTLY AND/OR COMPREHENSIVELY APPRISE YOU OF ALL RISKS RELATING TO YOU OR OTHER CAST MEMBERS OR CREW MEMBERS.
12.4 No Liability for Conduct of Users. YOU ACKNOWLEDGE AND AGREE THAT CINAPSE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CINAPSE PARTIES LIABLE, FOR THE CONDUCT OR OMISSIONS OF YOU OR ANY USER UNDER YOUR ACCOUNT, INCLUDING ARISING FROM THE INACCURACY, INCOMPLETENESS OR ILLEGALITY OF ANY PRODUCTION CONTENT UPLOADED OR OTHERWISE PROVIDED TO OR THROUGH THE SERVICES.
12.5 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT CINAPSE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CINAPSE PARTIES LIABLE, FOR THE CONDUCT OR OMISSIONS OF THIRD PARTIES, INCLUDING THE ACTIONS OF FIRST RESPONDERS OR ANY OTHER USERS OF THE APPLICATION, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
13. LIMITATION OF LIABILITY.
13.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CINAPSE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT Cinapse HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF CINAPSE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE CINAPSE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE CINAPSE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON CINAPSE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO CINAPSE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATIONS ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CINAPSE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A CINAPSE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A CINAPSE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
13.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL CINAPSE PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CINAPSE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A CINAPSE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A CINAPSE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
13.3 Data. CINAPSE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY, TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, PRODUCTION DATA, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
13.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CINAPSE AND YOU.
14. TERMINATION.
14.1 Termination. These Terms shall remain in full force and effect until your Account is terminated as provided herein. You may delete your Account at any time, for any reason by emailing notice@cinapse.io. Cinapse may terminate your Account if (a) you are in breach of the Terms; (b) if Cinapse decides in its sole discretion to stop providing the applicable Services; or (c) for any or no reason, without giving you notice. You understand that any termination of these Terms and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. Cinapse will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.
14.2 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Data associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Data associated therewith from our live databases. Cinapse will not have any liability whatsoever to you for any suspension or termination, including for deletion of Data. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
15. INTERNATIONAL USERS. Cinapse Properties can be accessed from countries around the world and may contain references to Services and Data that are not available in your country. These references do not imply that Cinapse intends to announce such Services or Data in your country. Cinapse Properties are controlled and offered by Cinapse from its facilities in the United States of America. Cinapse makes no representations that Cinapse Properties are appropriate or available for use in other locations. Those who access or use Cinapse Properties from other countries do so at their own volition and are responsible for compliance with local law.
16. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Cinapse and limits the manner in which you can seek relief from us. This Section 15 only applies to residents of the United States.
16.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website and mobile app, to any products sold or distributed through the Website and mobile app, or to any aspect of your relationship with Cinapse, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify,; and (2) you or Cinapse may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Terms or any prior version of the Terms.
16.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Any arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Cinapse will pay them for you. In addition, Cinapse will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
16.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Cinapse. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
16.4 Waiver of Jury Trial. YOU AND CINAPSE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Cinapse are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
16.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
16.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: notice@cinapse.io, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Cinapse username (if any), the email address you used to set up your Cinapse account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
16.7 Severability. Except as provided in Section 15.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
16.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Cinapse.
16.9 Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if Cinapse makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Cinapse at the following address: 10601 Washington Blvd, Apt 736, Culver City, CA 90232.
17. ALERTS AND NOTIFICATIONS. As part of your use of the Services, you may receive notifications, text messages, alerts, emails and other electronic communications. You agree to the receipt of these communications. You can control most communications from the Platform using your Account settings. We may need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier.
18. GENERAL PROVISIONS.
18.1 Electronic Communications. The communications between you and Cinapse may take place via electronic means, whether you visit Cinapse Properties or send Cinapse emails, or whether Cinapse posts notices on Cinapse Properties or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Cinapse in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Cinapse provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
18.2 Release. YOU HEREBY RELEASE CINAPSE PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, CONTAGIOUS DISEASE OR DEATH THAT MAY BE SUSTAINED BY YOU WHICH MAY BE SUSTAINED BY YOU WHILE USING OR IN CONNECTION WITH THE USE OF THE SERVICES. THIS RELEASE WILL BE BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, AND ANY OTHER INTERESTED PARTIES. You waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits. You acknowledge that the releases in these Terms are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.
18.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Cinapse’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
18.4 Force Majeure. Cinapse shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Cinapse Properties, please contact us at: notice@cinapse.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
18.6 Exclusive Venue. To the extent the parties are permitted under the Terms to initiate litigation in a court, both you and Cinapse agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in Los Angeles County, California.
18.7 Governing Law THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE TERMS.
18.8 Notice. Where Cinapse requires that you provide an email address, you are responsible for providing Cinapse with your most current email address. In the event that the last email address you provided to Cinapse is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Cinapse’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Cinapse at the following address: 10601 Washington Blvd, Apt 736, Culver City, CA 90232. Such notice shall be deemed given when received by Cinapse by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
18.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
18.10 Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
18.11 Export Control. You may not use, export, import, or transfer Cinapse Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Cinapse Properties, and any other applicable laws. In particular, but without limitation, Cinapse Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Cinapse Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Cinapse Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Cinapse are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Cinapse products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
18.12 Entire Terms. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.