Effective: February 13, 2019
Welcome to Cyndx. We’re glad that you’ve taken the time to learn about our platform!
A. Sale of Cyndx Services
Please note that we offer several paid services (the “Cyndx Services”). Your use of the Cyndx Services may be subject to a separate manually or digitally executed Master Services Agreement. These Terms do not apply to any paid use of the Cyndx Services and should not be read to alter or replace the terms of any Master Services Agreement.
B. Your Right to Use the Sites; Ownership; Restrictions
You may use the Sites if (i) you are over eighteen (18) years of age, (ii) you use the Sites only for your own personal use, (iii) you do not copy any part of the Sites and (iv) your use of the Sites complies with all applicable laws, rules, regulations and court orders. You may not use the Sites in a way that violates any laws, infringes on any other party’s rights or interferes with the Sites or any features on the Sites, including any measures that we may use to enforce these Terms.
For purposes of these Terms, the look and feel of the Sites (text, format, graphics, etc.), photographs, editorial comments (to the extent applicable) and other materials is “Cyndx Content”. All Cyndx Content is owned, licensed or controlled by Cyndx and is protected by trade dress, copyright, patent and trademark laws and other intellectual property rights and unfair competition laws.
Except as explicitly provided in these Terms, you may not copy, reproduce, upload, publicly display, transmit or redistribute the Cyndx Content to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise without the written consent of Cyndx.
Using our Site does not give you ownership of any intellectual property rights to the Cyndx Content or the Cyndx Services. You may not use the Cyndx Content unless you obtain permission from us or the owner of such Cyndx Content, or unless you are otherwise permitted by law to use such Cyndx Content.
C. Communicating With Cyndx
When you use the Sites or send communications to us through the Sites, you are communicating with us electronically. You consent to receive any communications related to your use of any Site. We may communicate with you by email or by posting notices on the Sites. You agree that all agreements, notices, disclosures and other communications that are provided to you via email or the Sites satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Data and Privacy Statement.
In communicating with us electronically, you may not impersonate anyone else.
D. Modification and Termination
Cyndx reserves the right, in its sole discretion, to amend, modify or delete portions of the Terms at any time. Any such change shall be posted on the Sites and shall constitute the sole notice of such change. You acknowledge and agree that continued use of the Sites after an amendment to the Terms shall be deemed an acceptance of any and all new or revised Terms.
E. Subscriber-Controlled Portions of the Sites
Access to password-protected portions of the Sites is limited to paid subscribers and other users who have been assigned a unique password for access to such portions of the Sites. You are solely responsible for maintaining the confidentiality of any password assigned to you, and you are responsible for all activity carried out with your user credentials on the Sites.
You acknowledge and agree that when accessing the Sites, you may be exposed to Content from subscribers to the Cyndx Services and that Cyndx bears no responsibility for the accuracy, usefulness, safety or intellectual property rights of or relating to such Content. You further acknowledge and agree that you may be exposed to Content that is inaccurate, offensive, indecent or objectionable, and you acknowledge and agree that you waive, or will waive, any legal or equitable rights or remedies that you have or may have against Cyndx with respect thereto, and agree to indemnify and hold Cyndx, its owners, operators, affiliates or licensors, harmless to the fullest extent allowed by law regarding all matters related to your access to and use of the Sites, and access to Content.
A legacy Cyndx Service allows paying subscribers to that Cyndx Service (“Legacy Subscribers”) to share certain nonpublic information about their companies with you. Upon accepting an invitation to view such information about a Legacy Subscriber, you are assigned a unique password to access certain portions of the Sites controlled by such Legacy Subscriber. By accessing the password-protected, Legacy Subscriber-controlled portion of the Sites in such manner, the Legacy Subscriber may ask you, or request information with a view to determining, whether you qualify as an “accredited investor”, as defined in Rule 501 of Regulation D of the Securities Act of 1933, or a holder of an “institutional account”, as defined in Financial Industry Regulatory Authority Rule 4512(c). If you access password-protected portions of the Sites, you agree that, if you provide information to a Legacy Subscriber, you will provide only information that is, to the best of your knowledge, true and accurate when provided.
Cyndx does not prepare, or verify the accuracy of, any materials posted to the Sites by paid subscribers (“Subscriber Content” and, together with Cyndx Content, “Content”) and makes no representation or warranty that the Subscriber Content is accurate or complete or that Subscriber Content does not contain material misrepresentations or omissions.
F. Intellectual Property
We respect your intellectual property rights. If you believe that any Content on the Sites infringes your copyrights, you may request removal of such Content from the Sites by sending a notice to our copyright agent at:
Cyndx Networks LLC
757 3rd Ave., Suite 1502
New York, New York 10017
Attention: DMCA Complaint
To assist us in identifying the content and verifying whether it infringes your intellectual property rights, please include in your notice to our copyright agent the following:
- your name, mailing address, telephone number and email address;
- a description of the work that you believe has been infringed and a description of the infringing Content;
- a description of where the infringing material is posted within the Sites;
- a statement that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law; and
- a statement by you, made under penalty of perjury, that the information you send in the notice is accurate and that you either own the copyright infringed by the applicable Content or are authorized to act on behalf of the owner of such copyright.
If you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
Any other feedback, comments, requests for technical support, and other communications should be directed to Cyndx customer service through firstname.lastname@example.org.
You understand that Cyndx collects, uses, processes, possesses and otherwise stores certain personal information and utilization data and may shares such data with third-party service providers for the purposes of providing or improving its services. All personally identifiable information gathered from you is governed by our Data and Privacy Statement.
H. Warranty Disclaimer
THE SITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES AND THE CYNDX SERVICES ARE PROVIDED TO YOU WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABIITY, FITNESS OF A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CYNDX MAKES NO WARRANTIES THAT THE CONTENT IS ACCURATE, RELIABLE OR COMPLETE; THAT THE SERVICE OR THE SITES WILL MEET USER REQUIREMENTS OR BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME; THAT ANY ERRORS OR DEFECTS WILL BE ADDRESSED OR CORRECTED IN A TIMELY FASHION; OR THAT THE SITES WILL BE FREE OF VIRUSES OR OTHER MALWARE. YOU ACKNOWLEDGE AND AGREE THAT ANY CONTENT YOU DOWNLOAD FROM OR OTHERWISE OBTAIN THROUGH THE SITES IS DOWNLOADED OR OBTAINED AT YOUR OWN RISK. TO THE EXTENT ALLOWED BY APPLICABLE LAW, CYNDX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF THE CONTENT OR INFORMATION PROVIDED BY SUBSCRIBERS AND SHALL BEAR NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBERS, SUBSCRIBER’S BENEFICIARIES OR ANY OTHER THIRD PARTY FOR ITS LOSS, DESTRUCTION OR MISAPPROPRIATION. YOU ACKNOWLEDGE AND AGREE THAT CYNDX DOES NOT MONITOR OR SUPERVISE ANY TRANSACTIONS INVOLVING SUBSCRIBERS.
I. Limitation of Liability
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CYNDX SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ERROR OR INTERRUPTION OF USE OF THE SITES OR FOR LOSS OR INACCURACY OF CONTENT OR DATA OR CORRUPTION OF DATA OR THE COST OF PROCUREMENT OF REPLACEMENT SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS OR PROFITS; FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR FOR ANY AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS EVEN IF CYNDX HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT AN INTERRUPTION IN SERVICE DUE TO CIRCUMSTANCES BEYOND THE CONTROL OF CYNDX, SUCH AS A FAILURE OF TELECOMMUNICATIONS OR NETWORK SYSTEMS NOT CONTROLLED BY CYNDX SHALL NOT BE CONSIDERED A SERVICE OUTAGE OR SERVICE DEFICIENCY FOR PURPOSES OF PURSUING ANY REMEDY UNDER THE TERMS OF THIS AGREEMENT.
J. Transaction Disclaimer
Cyndx makes no recommendation as to the merits or risks or suitability of any securities offerings that may be presented by Subscribers through Subscriber Content posted to the Sites. Cyndx is not a broker-dealer and is not registered as a broker-dealer with the SEC. As such Cyndx is not authorized to, nor does it offer, to purchase or sell securities.
Nothing on the Sites or in the Cyndx Services constitutes, or will constitute, financial, investment, legal or tax advice. The parties to any transaction pursued in part through the use of any Cyndx Services provided through the Sites are solely responsible for conducting any financial, legal, tax or accounting due diligence review. Cyndx is not responsible for Subscriber Content that appears on the Sites.
K. No Scraping
You acknowledge and agree that you will not, either on your own or with the assistance of any third party, use any robot, avatar or intelligent agents, scraper, deep link or other similar automated data gathering or extraction devices or technology to navigate or search the Sites.
L. Third Party Sites and Services
Cyndx may, in its sole discretion, provide links to sites, services or resources that may be of interest to you or complimentary to the Cyndx Services. You acknowledge and agree that your election to access such sites or services is solely at your own risk. You acknowledge and agree that such linked sites and services are not controlled by Cyndx and therefore that Cyndx will bear no responsibility or liability for any content, functionality, or action or event that may arise from your access to such linked sites or services. Links to other sites or services from the Sites do not imply any affiliation, sponsorship, or endorsement by Cyndx or any association with the operators of the linked sites. Moreover, you acknowledge and agree that Cyndx will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with or caused by a reliance upon, any content, or provision of services through any of the operators of the linked sites.
M. Subscriber Anti-Money Laundering Obligations
Certain Subscribers may be subject to anti-money laundering rules and regulations, including, but not limited to, the obligation to verify customer identification information and other know-your-customer diligence requirements. Cyndx bears no obligation or liability to ensure such Subscribers comply with these obligations. You acknowledge and agree that information that you provide to such Subscribers may be subject to certain verification procedures and that records may be maintained in connection with such verification.
N. Choice of Law
All aspects of the Terms shall be governed and construed in accordance with the internal laws of the State of New York without regard to conflicts of laws provisions. Any action or proceeding arising from or related to these Terms must be brought in a federal court in the District of New York in the State of New York, or in a State Court in Manhattan, New York, and you irrevocably submit to the jurisdiction and venue of any such court, act or proceeding.
O. Waiver of Right to Jury Trial
If any portion of these Terms is deemed to be invalid, illegal, or incapable of being forced by judicial decree, finding or order, all of the other provisions of these Terms shall remain in full force and effect. Upon any such judicial decree, finding, or order, you and Cyndx will negotiate in good faith to modify these terms to effect the original intent of the parties as closely as possible.
Q. No Third-Party Beneficiary
You acknowledge and agree that the agreement embodied by these Terms is between you and Cyndx only and that these Terms convey no rights or benefits, express or implied, to any third party for any reason.
R. No Assignment
You may not assign, transfer or sub-license the right to access the Sites without the express written consent of Cyndx. Cyndx may assign or transfer its rights under these Terms to any third party at its sole discretion.
S. Limits to Access
Cyndx reserves the right, in its sole discretion, to restrict or revoke your access to the Sites with or without cause, without incurring any liability or providing you with notice of such restriction or revocation.