Users registering to The Site during its beta usage will be covered by the terms of the below. However, Users will have the benefit of being exempt from the billing charges noted section “Description of The Service and The Site”. The exception on the charges will apply through December 31, 2008 and/or until the site goes live in General Release, at which time users will be prompted to confirm any billable services they wish to purchase. No charges will be billed at any time without user’s authorization.
PartnerSpring ("PartnerSpring") is a service of Cincom Systems, Inc. (“Cincom”), which operates the website: www.partnerspring.com ("The Site") providing an independent Business-to-Business introduction and analysis subscription service ("The Service") for business globally, with a specific emphasis on the Information Technology sector. For the purposes of our Terms of Use, PartnerSpring means it’s The Service, The Site, subsidiaries, affiliates, franchisors, and contractors.
These Terms of Use explain and establish the contractual, legally binding agreement between Cincom Systems, Inc, providing the PartnerSpring service, an Ohio corporation having its principal place of business in Cincinnati, Ohio, and you the Member (each individually a "Party" and collectively the "Parties") governing each Member’s use of The Site and all other web sites operated as part of The Site and its legal affiliates (the "PartnerSpring Web Sites") and The Services provided by PartnerSpring, either through the PartnerSpring Web Sites or otherwise ("PartnerSpring Services"). As used herein, "User", “You”, and "Member" refer to the person or entity that is using The Service, including without limitation those registering with PartnerSpring as a Vendor, VAR, Liaison, Company, Individual, or combination thereof as the case may be.
Registration to The Service indicates your acceptance of these Terms of Use. If you do not agree to these Terms of Use or if you do not have the right to legally enter into this agreement, you may not register to or use The Service.
Cincom may amend these Terms of Use at any time by updating this page. Any changes to these Terms of Use will also be binding on you. You agree that your continued use of The Service shall constitute your agreement to such amendments to these Terms of Use. Violation of The Site Terms of Use may result in termination of access rights and/or user privileges.
PartnerSpring provides online Business-to-Business introduction, information, and analysis subscription services for business globally, with a specific emphasis on the Information Technology sector. The Service and methodologies are designed to bring companies together through introductions, facilitated by e-mail messages called Reach-Outs (“Reach Out”) resulting from filtering and querying of user specified criteria.
PartnerSpring is not involved in the actual transaction or formulation of partnership between Members. For that reason all Users of The Service agree to be responsible for the legal and regulatory compliance of any transaction they enter into and hold Cincom harmless. Cincom makes no representation or assurance about such compliance.
Cincom makes no representation or warranty regarding a Member’s willingness to accept an Introduction or form a partnership. The decision to accept solicitations, introductions, or engage in conversations, within The Service or outside of it, is solely the responsibility of the individual Members.
Membership Subscriptions - PartnerSpring offers two membership options to suit the specific requirements of subscribing companies:
| Listing | Monthly Subscription Fee | Additional Monthly Subscription Fee for Additional Offerings |
|---|---|---|
| Base Listing | No Charge, includes Corporate Profile | N/A |
| Standard Listing | $19.95 includes, Base Listing and and one My Partner listing (which is listing of your target partner profile, automatically run against the existing and new data entries | $9.95 per month, per Additional Target Partner Listing |
Fee based subscriptions provide 30 days access to The Service, from the date of purchase, for the service contracted. In addition to subscription services, PartnerSpring offers further value-add services which are charged for on a case-by-case basis and “Reach-Out” services, which are charged for on per incident, pay-as-you-go basis.
Preferred Placement – once available, for $14.95 per month users may request their company and/or associated offering to appear in the Preferred Listings section at the top of the page. This is not a guarantee the listing will appear at the top of the page, but just that it will appear among the other listings and offerings which have also selected this option.
A Reach Out is an e-mail message sent via The Service to another Member of The Site. Reach-Out per incident costs Users:
Profile Matching Service – as par of the Standard Listing Users will receive a notification whenever a new member registers, with a profile that matches the criteria which has been set in Users’ Profile describing the profile of their target partner.
Intermediary (“Partnership Brokerage”) Services - where PartnerSpring is engaged as the intermediary to facilitate the establishment of a partnership, a 2% point of margin is due to PartnerSpring on revenue attributed to the relationship during the first year of the relationship and 1% of point of margin on revenue attributed to the relationship during years two and three of the partnership. This fee is to be paid by the member engaging PartnerSpring as an intermediary.
Access to The Service is granted on a per User basis, with each User being associated to the company by which they are employed. A company is defined as an entity that is registered and files its own accounts in a particular country .
Access to The Service is for the User only and, as such, access to The Service may not be shared. The confidentiality and use of the user name and password are the sole responsibility of the User and this responsibility extends to all activities and use under the user name and password.
A “Master User” will be appointed to maintain the rights and responsibilities over the Corporate and Target Partner Profiles associated to a particular Operating Unit. This first User to register from a particularly company will be provisionally appointed as the Master User. The Master User can relinquish responsibility and appoint another user, from the same company, as a Master User. A messaging service is provided to permit other Users from the same company to request the right of Master User from the Master User, with the Master Administrator from PartnerSpring being kept in copy if all such requests and changes to Master User status.
To become a User of The Service requires registration and payment of a corresponding monthly subscription fee, where applicable. Users who do not renew their monthly subscription when it becomes due will lose access to the features and functionality of The Service available only to paying subscribers. Lapsed subscribers may re-register with The Service at any time, provided that access to The Service has not previously been denied due to breach of the Terms and Conditions or misuse of The Site.
As a means to encourage use of the site, PartnerSpring provides an Affiliate Referral Program where existing Members are paid a percentage fee of the revenue received by Cincom from new members whose registration is directly attributed to a referral by the existing member. To qualify for the Referral Bonus, invitations must be made and new registrations must come via the Affiliate Referral Program services and links provided on the site. No Referral Bonus will be paid for any registration and referrals arriving outside of the Affiliate Referral Program services and forms provided by PartnerSpring or after 30-days of the Referral being made.
The Referring Member shall be entitled to a bonus on:
Payments will only be made to the referring Member credited with referral. Payments will be made either: a) back to the credit card on file with PartnerSpring or another means of PartnerSpring’s choosing, but not before 30 days from the receipt of revenue by Cincom.
See PartnerSpring’s Privacy Policy for coverage of personally identifiable information. Other materials and information posted or transmitted to The Service by you are considered to be non-confidential and non-proprietary. All information provided for the purposes of registration must be truthful and accurate and maintained and updated as circumstances require. Such information shall not be false, inaccurate or misleading, infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, or violate any law, statute, ordinance or regulation. Such information also cannot be defamatory, trade libelous, unlawfully threatening or unlawfully harassing, obscene or contain a sexually explicit image, contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, create liability for Cincom or cause PartnerSpring to lose the services of its ISPs or other suppliers, or link directly or indirectly to or include descriptions of goods or services that are prohibited hereunder or you do not have a right to link to or include.
Cincom will have no obligations with respect to any such material or information and will be free to analyze, copy, disclose, distribute, incorporate, sell and otherwise use such material and all data, images, text and other things embodied therein for any and all commercial or non-commercial purposes. Users are solely responsible for any and all material or information they post, transmit, store or receive by any method on or through The Service. Cincom does not pre-screen or control materials or information posted to The Service and does not have any obligation or responsibility for the verification of accuracy, timeliness appropriateness or reliability of posted materials or information. Cincom reserves the full right to remove, add-to, refuse to post, store or transmit any materials or information posted by Users.
Posting or transmitting of any material or information to or from The Service is strictly prohibited for material or information:
1. That consists of unsolicited or unauthorized advertising, promotional materials, spam, chain letters, pyramid schemes or any other form of solicitation.
2. That is indecent, offensive, obscene, pornographic, indecent, threatening, defamatory, may incite racial hatred, discriminatory, menacing, abusive, blasphemous, scandalous, inflammatory, seditious, in breach with privacy and/or confidence or may cause annoyance and/or inconvenience.
3. Specifically designed for and aimed at damaging computers and/or computer systems, including but not limited to computer viruses, spy-ware or other malicious software or data)
4. That could be contrary to the law of or infringe the rights of any third party
5. Which could constitute or encourage behavior that would be considered a criminal offence
On the request or demand of any law enforcement authority or court order Cincom will fully cooperate to determine, disclose the identity of anyone posting materials and/or information as listed above.
You are solely responsible for your interactions with other Users and agree to hold Cincom blameless. Cincom reserves the right, but has no obligation, to monitor disputes between you and other Users.
The copyright and intellectual property of all material on this website, including all content contributed by the User and the design of The Site and The Service, is owned by Cincom unless otherwise stated.
Content submitted by Users must not infringe any copyright or other proprietary rights and it is the responsibility of the person submitting such content to ensure that there is no infringement. You may utilize purchased content online or download solely for the use of your company or to the limits of the rights associated with the content; however you may not remove any trademark, copyright or any other notice contained within the content. By submitting any information or other material to PartnerSpring, User automatically grants Cincom a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials in any form or medium known or later developed.
Customers may copy information from PartnerSpring only as may be necessary for User’s own use to view, save, print, fax, or email it. Otherwise, by using The Service you agree not to reproduce, retransmit, copy, distribute, create imitative products, disseminate, sell, publish, broadcast or circulate any information received through The Service to any third party other than the organization you are connected with without prior written consent from Cincom. Users will not decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell or transfer the underlying source code or structure or sequence of The Site or delete or alter author attributes or copyright notices
The contents of this site and any products or services provided or sold by Cincom, including the site's text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of listings on the site, are the property of Cincom or its content suppliers, and are subject to the copyright or other intellectual property rights of Cincom and to the terms of licenses held by Cincom. These materials are protected by US federal, state and international copyright laws and do not constitute material in the public domain. The manner in which the content is arranged and assembled (compiled) on this site is the exclusive property of Cincom and is protected by U.S. federal, state and international copyright laws. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this site, or of any products or services sold by Cincom is strictly prohibited.
All trademarks, service marks, trade names, trade dress and logos displayed on or contained in this site, or in any products or services sold by Cincom, are the property of Cincom or others, whether registered or unregistered marks. Nothing on this site or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed on this site without the written permission of Cincom or the third party owner of the mark. Marks may not be used in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the marks. Use of the marks displayed on this site, or in products or services sold by Cincom, except as provided in this notice, is strictly prohibited.
Cincom reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. Cincom may immediately terminate your use of, or access to, the site at any time it decides that you have breached this agreement, any relevant law, rule or regulation or you have infringed or appear to have infringed the intellectual property rights of others. If User believes that any material contained in The Site infringes your copyright, User should notify The Service of the alleged copyright infringement claim
You will not use The Site in any way that could damage, disable, overburden, disrupt, alter, modify or impair The Site, The Service or any server or any servers or networks connected to or with The Site and The Service or interfere with the use of any part of The Site or The Service by any other person or entity. Unauthorized and/or systematic access to any Content, other accounts or computer systems connected to The Site or The Service is strictly prohibited, including but not limited to hacking, password mining, ‘spiders' and ‘bots'. You will not use The Site to violate any applicable law, regulation, contract and/or policy. Cincom reserves the right to monitor User’s use of The Service to check and ensure compliance with its Terms of Use. This monitoring may include determining frequency of use and whether The Service is accessed from multiple IP addresses. If fraudulent use is detected and/or suspected, Cincom reserves the right to take any action necessary including, but not limited to suspension or termination of the user account. Fraudulent use also invalidates any Refund Policy and without exception no refunds are applicable in this case.
Users agree they will NOT do any of the following, nor use The Service to do any of the following:
Cincom and its affiliates reserve the right to refuse service, terminate relationships, and/or cancel orders in their discretion, including, without limitation, if Cincom believes that User's conduct violates applicable law or is harmful to the interests of PartnerSpring and its affiliates.
At its sole discretion, at any time and without the need for prior notification, Cincom reserves the right to modify its systems, The Site and The Service. This includes, but is not limited to the discontinuation of distribution of particular categories of data, the methods of distribution of data, availability of functionality and data under various subscription levels etc. Cincom shall not and cannot be held liable by you for any losses, damages or other resulting liabilities as a result of modifications to its systems, The Site and/or The Service.
Cincom maintains the sole right to discontinue The Service and The Site at anytime, for any reason. In the case of discontinuation of The Service and The Site in its entirety, User will have the right to, at most, the remaining pro-rata portion of the current month billing for their listing. These refunds shall be a User’s sole and only recourse in the event of discontinuation of The Service and/or The Site.
These Terms of Use do not provide you a license to use, reproduce, distribute, display or provide access to any portion of The Services on third-party Web sites. Nonetheless, publicly available search engines and similar Internet navigation tools ("Search Engines") may query The Services and provide an index with links to The Services' Web pages, only to the extent such unlicensed "fair use" is allowed by applicable copyright law. Search Engines are not permitted to query or search information protected by a security verification system ("captcha") which limits access to human users. Cincom reserves the right to restrict automated queries further, for example, by correspondence to parties making queries or by use of robots.txt.
PartnerSpring utilizes email as a primary communication channel with Users. As a User, and by submitting your information on the PartnerSpring website, you hereby acknowledge and grant Cincom the permission to communicate with you via email (as well as other communication channels, such as phone and fax) for any purposes The Service determines to be relevant including, but not limited to, system messages, product updates, billing issues, newsletters, service announcements and other marketing messages. The Service will use best efforts to honor Members’ requests to opt-out from receiving emails, but under no circumstances will Cincom have any liability for sending any email to its users and customers.
PartnerSpring contains links to 3rd party websites, over which it has no control, and is in no way responsible for the privacy policies, nor content of these websites. These links are provided for convenience only and accessing 3rd party websites is fully at the users own risk. Cincom does not make any representations about 3rd party websites, nor does it warrant, nor endorse 3rd party websites accessed through The Site.
Cincom is fully committed to protecting your privacy. Data provided upon registration and other personal information about you is subject to PartnerSpring’s Privacy Policy. In case you are situated outside the United States of America you consent that your data is sent to the United States of America and or wherever the PartnerSpring Site may be physically hosted.
Customer agrees to pay for all services ordered through The Site using the payment method indicated and provides The Site express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by the User. If payment is not current, Cincom may immediately cease to provide any and all Deliverables to the User. The fees paid for Deliverables are subject to the then current Refund Policy. Cincom reserves the right to change its fees or billing methods for The Service at any time. Cincom will endeavor to provide timely notice to the affected Members of any such changes. It is the User’s responsibility to promptly provide The Service with any contact or billing information changes or updates (including email address, credit card numbers, etc.).
Please contact Cincom’s accounts department for PartnerSpring should you have any queries regarding payment by bank transfer.
PartnerSpring’s terms require full payment in advance for Subscription Service listings and ad-hoc Reach-Outs purchased. Orders paid by bank transfer will not be made available or dispatched until the amount has been received, for which up to 7 days should be allowed. Orders paid by check will not be made available or dispatched until the check has cleared, for which up to 14 days should be allowed.
You may cancel your subscription at any time. If you have a fee based subscription that is terminated or the subscription term has expired and is not renewed, you will still have access to The Site with your user name and password, however your access to The Service will be restricted to only those membership privileges which have no associated charge. Any remaining balances in favor of a User at the time of cancellation will NOT be refunded.
Cincom reserves the right to amend this policy at any time, at its discretion and without prior notification. PartnerSpring monthly subscriptions are non-refundable after 72 hours of commencement of The Service, or as soon as any data and/or information has been viewed or downloaded, whichever event occurs first. After 72 hours no other refunds, nor partial refunds, will be made, whether you have used your account or not. At its sole discretion and on a case-by case basis, Cincom may grant a refund a subscription, on a pro-rata basis. Ad-hoc purchased pre-paid Reach-Outs, whether one or multiple, are non-refundable as soon as they have been used or after 72-hours, whichever comes first. Cash and/or check refunds cannot be made on credit card purchases. To request a refund, subscribers should contact The Service via email at info@PartnerSpring.com with the following details: Method of payment (i.e. credit card, check, bank transfer etc.), user name, first name, last name, company name, postal address, email address of the user, name and postal address of cardholder (if different). After receipt of your refund request and upon validating your refund request, The Service will promptly process any due refund. Refunds may only be made to original User and/or accounts of the original User.
CINCOM PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTNERSPRING AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. CINCOM AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.
The Service does not routinely conduct background checks on any Members and thus cannot guarantee that their profiles match their true identity, educational or work experience, or other attributes ascribed. You acknowledge that there may be certain risks, including without limitation the risk of physical harm and of dealing with strangers, underage persons or people acting under false pretenses, associated with pursuing relationships begun on the Internet. You assume all risks related to dealing with other Members with whom you have had contact through The Service.
PartnerSpring does not take responsibility to control, evaluate, censor or endorse any information posted by Members on The Site, and Cincom accepts no liability for any such information, including but not limited to any information posted about any Member or non-member. Information on The Site is provided "AS IS" and may contain technical inaccuracies or typographical errors. Such information may also be offensive, harmful, inaccurate, mislabeled or deceptively labeled, or otherwise in violation of these Terms of Use. Cincom further accepts no liability for the acts, omissions or conduct of any Member. You assume sole responsibility for any information you post on The Site and for your conduct on and off The Site. Nothing on The Site or elsewhere shall be considered a representation, endorsement or warranty by Cincom with respect to any Member or third party, whether regarding its products, services, web site, hiring, business or partnering practices, or otherwise.
Cincom makes no representation that materials on The Site are appropriate or available for use in other jurisdictions outside the United States, and accessing them from territories where their contents are illegal is prohibited. If you choose to access The Site from such other jurisdictions you do so on your own initiative at your own risk, and you are solely responsible for compliance with local laws.
Cincom is not registered as a lawyer referral service in any state or jurisdiction and does not operate for the purpose of referring potential clients to lawyers. If you are a lawyer, you agree not to use The Site for the purpose of seeking potential clients.
IN NO EVENT WILL CINCOM OR ANY OF ITS OWNERS OR SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CINCOM DOES NOT WARRANT OR MAKE ANY REPRESENTATION CONCERNING SECURITY OF THE SITE OR THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED. CINCOM IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR ANY FAILURES (WHETHER TEMPORARY OR OTHERWISE) OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE SITE. CINCOM HAS NO RESPONSIBILITY OR LIABILITY FOR THE CONFIDENTIALITY, AUTHENTICITY, ACCURACY OR DELETION OF OR FAILURE TO TRANSMIT OR STORE ANY CONTENT DISPLAYED, TRANSMITTED OR OTHERWISE PROVIDED ON OR THROUGH THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT PARNTERSPRING, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITE), AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM, WILL NOT BE LIABLE FOR (I) ANY LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGES ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION) OR (II) ANY COSTS OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, AND WHETHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT OR OTHERWISE IN CONNECTION WITH THE SITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE SITE OR ANY WEBSITES LINKED TO THE SITE EVEN IF CINCOM HAS BEEN ADVISED OF SUCH DAMAGES OR THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT CINCOM 'S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD; (C) MISREPRESENTATION AS TO A FUNDAMENTAL MATTER; OR (D) ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST CINCOM OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
You agree to indemnify and hold Cincom and our subsidiaries, affiliates, officers, directors, agents, owners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party. This indemnity also applies to any cases where you may have a dispute with one or more users,
These Terms of Use are governed by the laws of the State of Ohio without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Hamilton County, Ohio for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses.
If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. Cincom may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use or assign, transfer or sublicense your rights, if any, in the Service. A failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement contains the final and entire agreement between Cincom and you and supersedes any other verbal and written agreements, understandings or negotiations.