Terms of Use/End User License Agreement – SymphonySync™ App

TO USE THE SYMPHONYSYNC™ APPLICATION, YOU MUST READ AND AGREE TO THESE TERMS OF USE.

The SymphonySync™ application (the “App”), including all tools, services, content, and information available on or through the App, is made available by TopLine Results Corporation (“Company”). The App and the services provided together are referred to as the “Services.” “We”, “us”, and “our” means the Company and all our parent, subsidiary, and related organizations, and when appropriate includes our employees, directors, trustees, and agents. “You” and “your” means the person using the App.

This is a legal agreement (“Agreement” or “Terms”) between You, for yourself and your heirs and assigns (“You”) and us. This Agreement governs Your access to and use of the Services. By clicking below on “Accept”, You agree to be bound by the terms of this Agreement. If You do not agree to this Agreement, You are not authorized to use the App.

This App is intended to be used by end users acting on behalf of organizations who have licensed or otherwise contracted for SymphonySync™ services. Prior to using the Services, You acknowledge that the SymphonySync™ App is intended for data transfer between Microsoft Dynamics 365 and HubSpot or Microsoft Dynamics 365 and Constant Contact, depending on the version being used. Any other use of the Services is beyond the scope of this Agreement and is not authorized or condoned and may result in serious errors or loss of data.

Your use of the Services is conditioned on Your compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. By installing the App or otherwise using the Services You are indicating that You understand and agree to abide by this Agreement. If the Services are to be used by or on behalf of a company or other organization, your acceptance of this Agreement represents and warrants that You have the authority to bind Yourself and that company or other organization to the terms of this Agreement. If You do not accept all of the terms of this Agreement, You may not use the Services, and You must delete all copies of the App without retaining any copies thereof.

License Grant and Intellectual Property

THE APP IS LICENSED, NOT SOLD. Subject to all other terms and conditions of this Agreement, Company hereby grants to You a revocable, non-exclusive, non-transferable, and non-sublicensable license to use and access the App and the services solely for your own personal use or the use of the organization on whose behalf You are accessing the Services.
You acknowledge that the Services contain trade secret and confidential proprietary information and material that is owned by Company and its licensors (individually and collectively, the “Licensors”), and is protected by law, such as copyright and trade secret laws. You may not modify, reverse engineer, decompile or disassemble the App, sublicense, rent, lease, loan, sell, distribute, or create derivative works based on the Services, or use or exploit the Services in any unauthorized way.
You hereby represent and warrant that You will access and use the Services without violating the law or acting in a manner prohibited by this Agreement. If You violate the law or this Agreement, your license and right to use the Services is automatically and immediately revoked.

Third-Party Content & Third-Party Websites

Some of the content and functionality of the Services is provided by third parties (e.g., Microsoft and HubSpot or Constant Contact). As a result, You may be asked to also agree to a third party’s terms of use when You access third party content or functionality. Company is not responsible for third party terms of use and your acceptance of such terms is at Your discretion. However, if You do not accept such third party’s terms, the functionality of the Services may be limited or precluded.

The App may contain third-party content or provide links to third-party websites. You agree Company is not responsible for third-party content or third-party websites, and does not make any endorsements, representations or warranties regarding such third-party content or third-party websites. Your use of third-party content and third-party websites is at your own risk and subject to the third-party's terms and conditions.

User Data

Your use of the Services relies, at least in part, on your sync selection (one-way sync or bidirectional), your submission of compatible data and other content (the “Content”) through the App. Any data that You submit that is not compatible with the Services (e.g., is not in proper format, contains fields, errors or other formatting or Content that is not compatible with the Services) may result in duplication, errors and/or data loss. You are solely responsible for any duplication, errors or data loss arising from your submission of incompatible data and you agree that the Company bears no liability.
As between You and Company, You have complete responsibility for any claim related to illegal use, delivery, display, or similar exploitation of any Content. If notified that Content does not conform to these Terms, we may investigate the allegation and determine in our sole discretion to edit, remove, request the removal of, or take other action with respect to the Content. You hereby acknowledge that Company has no liability or responsibility to You and other users regarding the Content or the Company’s decision with respect to the Content.
You are solely responsible for any data or Content that you submit to the Services and You represent and warrant that (i) you have all right and authority necessary to grant us the rights that you purport to grant in these Terms; (ii) Content you provide is accurate and not misleading; (iii) Content you provide is not illegal, obscene, vulgar, harassing, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses or other malicious code, political campaigning, commercial solicitation, chain letters, or any form of “spam”; (iv) You have full right and authority to possess and submit the data and Content to the Services and that your possession and submission of the data and Content to the Services is not in violation of any laws or regulations; and that (v) neither the data nor the Content contains personal, health, or financial information subject to HIPAA or other similar rules and regulations that mandate heightened requirements of security and handling.

Restrictions on Use

You may not:

Interfere with, breach or abuse the security measures implemented to protect the Services, the information available through the Services, and/or the resources used to provide the Services;
Disrupt or interfere with the operation of the Services;
Transmit to or through the App any virus, trojan horse, worm, or similarly harmful, disruptive or destructive computer program, script or object or use or seek to use the computers that are used for the Services as a botnet or otherwise divert the Services resources to your own purposes;
Monitor, mirror, copy, summarize, reverse engineer, reverse assemble, decompile or create any derivative work from some or all the App or any materials used to provide the Services (including the underlying software);
Unless authorized to do so, use another person's account or password to access the Services or otherwise obtain unauthorized access to the Services or the data or information of another person;
Use the Services or the resources used to support or operate the Services in any illegal manner or for any illegal purpose, or any other manner or purpose that would expose us or our service providers to civil or criminal liability;
Use the Services in any manner that could reasonably be expected to damage, disable, overburden or impair access to or the functionality of the App; or
Attempt, or permit, encourage or authorize any other person to do any of the foregoing.

Privacy

By using the App, you also agree to the terms of our Privacy Policy. A copy of the Privacy Policy may be found HERE>.

Changes to this Policy

We may update this policy from time to time to reflect our current practice and ensure compliance with applicable laws. When we post changes to this policy, we will revise the “Last Updated” date at the bottom of this policy. If we make any material changes to the way we collect, use, store and/or share your personal information, we will notify you on our website, via the app or by sending an email to the email address associated with your account. We recommend that you check our website and the app from time to time to inform yourself of any changes.

Your Account

You will need an email address/username and password to set up an account to access certain areas of the App. You are responsible for maintaining the confidentiality of your username and/or password and for restricting access to your account. You agree to accept responsibility for all activities that occur under your account or password. You agree to provide only current, complete, accurate and truthful information. If You are accessing and using the App on someone else's behalf, then You represent that You have the authority to bind that person to these Terms. To the extent You do not have such authority You agree to accept all liability for any harm resulting from your access or use. Company reserves the right to refuse service, to suspend service, and/or terminate accounts without prior notice if Company decides, in its sole discretion, to do so. Company reserves the right to suspend or terminate your Account if: (i) any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading; or (ii) your Account is inactive for more than one (1) year.

Contacting You

As part of providing the Services to you, Company may need to provide You with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account, which You may not be able to opt-out from receiving.

Maintenance and Support

Company may from time to time offer maintenance and support services or other add-on services for the Services for you to purchase. Any add-on services will be subject to such separate fees and contract terms and conditions as Company may specify when offering those services.

Disclaimer of Warranties

General

COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT (i) THE APP WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE APP WILL MEET YOUR EXPECTATIONS. WE UNDERTAKE NO OBLIGATION TO UPDATE, AMEND OR CLARIFY THE APP. YOU AGREE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK. Some states or jurisdictions do not allow the exclusion of express or implied warranties in certain circumstances, so the above disclaimer may not apply to you. IN THAT EVENT, SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY THE APPLICABLE LAW.

You acknowledge that: (i) the Services may not operate as expected, may contain errors or bug; (ii) use of the Services may result in unexpected results, corruption or loss of data, information, content or communications, or other unpredictable damage or loss. You assume all risk arising from use of the Services, including, without limitation, the risk of damage to your computer system, device or the corruption or loss of data, information or content. You will be solely responsible for all costs and expenses required to restore any data, information or content that is corrupted or lost as a result of your use of the Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. YOUR USE OF THE APP AND ANY TOOLS AND FUNCTIONALITY INCLUDED AS PART OF THE APP IS AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, RESULTS, AND LACK OF NEGLIGENCE.

Limitation of Liability and Remedies

Exclusion

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, REPRESENTATIVES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE APP OR ANY ASSOCIATED PRODUCT OR SERVICE, EVEN IF WE KNOW OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP, OR WITH ANY OF THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP AND ITS ASSOCIATED PRODUCTS AND SERVICES. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. TO THE EXTENT THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE NOT PERMITTED, THE PARTIES AGREE THAT LIABILITY AND DAMAGES OF COMPANY AND ITS AFFILIATES, REPRESENTATIVES, EMPLOYEES AND AGENTS IN THE AGGREGATE FOR ALL CAUSES WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES OVER THE LAST TWO (2) MONTHS.

Export Control

You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the App, nor any direct product thereof, are: (i) downloaded or otherwise exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by the such export laws and regulations, including but not limited to nuclear, chemical, or biological weapons proliferation.

Indemnity

You agree to defend, indemnify, and hold Company, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of or inability to use the Services, or your violation of this Agreement, including without limitation your submission of data and Content to the Services. Company reserves the right, but has no obligation, to monitor compliance with the prohibitions and requirements set forth above and may investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who commit violations.

Governing Law & Jurisdiction

This Agreement is governed by the laws of the State of Wisconsin without respect to its conflict of laws principles. Venue shall be in the courts of the State of Wisconsin. By using the Services, you accept the jurisdiction of the courts of Wisconsin. All claims must be brought within six (6) months of the date of the first event giving rise to a claim.
You irrevocably and unconditionally waive any right You may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.

Equitable Relief

You agree that a breach by you of these Terms will cause Company irreparable damage, which cannot be readily remedied by money damages. Accordingly, Company can obtain an immediate injunction against a breach by you, without posting of bond or showing of damages, in addition to any other remedies available.

General

Company may immediately terminate this Agreement, including all licenses granted hereunder, at any time with or without cause. If You received access to the Services as part of a test or evaluation program, your rights under this Agreement will expire at the end of the applicable test or evaluation period (as specified by the offer at the time of your registration). Company may also modify this Agreement, at any time, in its sole discretion, by posting the modified Agreement on or in connection with the Services. YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACCEPTANCE OF THE NEW TERMS.
Company has no obligation to offer license renewals or extensions and may condition renewals upon your acceptance of revised or new terms and conditions. Your rights under this Agreement will automatically terminate, and Company may suspend or terminate your Account and your use of the Services, immediately and without notice if you breach any of the terms in this Agreement. In addition, Company may suspend your Account and your use of the Services as it deems appropriate to prevent, investigate, or otherwise address any suspected misuse of the Services. Upon expiration or termination of this Agreement or your Account, you agree to promptly and permanently delete all copies of the App that are in your possession or control.
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, and to the extent necessary, a provision most closely effectuating the intent of Company shall be substituted for such invalid provision. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision, term or condition or any other provision, term or condition.
You are fully responsible for all fees, charges, and taxes incurred while using the Services.
You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without Company's prior written consent. All contributors to the Services, including third-party content, are intended third-party beneficiaries of the Agreement.
This Agreement and the Privacy Policy constitute the entire agreement with respect to access to and use of the Services.
The following provisions survive the expiration or termination of this Agreement for any reason whatsoever: User Content, Disclaimer of Warranties, Limitation of Liability and Remedies, Indemnity, Equitable Relief, Governing Law & Jurisdiction, General.