AGREEMENT. This Terms of Service Agreement (“Agreement”) is a contract between the business entity you represent (“you” or “your”) and FinPoint IQ Inc. DBA Sigma IQ ("Sigma IQ", "we", "our", or "us"), and describes the terms and conditions governing your access to and use of the website made available by Sigma IQ located at https://www.sigmaiq.com/, including content, updates and new releases (collectively, the “Site”). By accessing or using the Site, you agree to the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, then you may not use the Site. If you purchase subscription services from Sigma IQ (“Subscription Services”), the terms provided separately to you in connection with such Subscription Services (e.g., an order form or master subscription agreement) (“Subscription Agreements”), will govern your purchase and use of the Subscription Services.
YOUR RIGHTS TO ACCESS AND USE THE SERVICES; RESTRICTIONS
All right, title, and interest in and to the Site are owned by Sigma IQ and/or its licensors. You are not granted any rights of ownership in the Site. You are only granted a license to access and use the Site and only for the purposes authorized by Sigma IQ. Sigma IQ reserves all other rights in the Site. Until termination of this Agreement and as long as you meet any payment obligations set forth in applicable Subscription Agreements and comply with this Agreement, Sigma Q grants to you a personal, limited, nonexclusive, nontransferable right and license to access and use the Site solely for your internal business purposes.
You agree that you will not, and you will not permit any third party to, use the Site in a manner that violates any applicable law, rule, or regulation, or this Agreement. Additionally, you agree you will not:
Reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Site in any form;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Site;
Modify or create derivative works of the Site;
Perform or publish any performance or benchmark tests or analyses relating to the Site or the use thereof;
Access or permit others to access the Site to build a competitive product or service, or perform or publish any performance, or benchmark test or analysis relating to the Site;
Interfere with or disrupt the integrity or performance of the Site or the data contained therein;
Send, store or use any material containing any viruses, worms, Trojan horses or other malicious or harmful computer code, files, scripts, agents or programs in connection with the Site.
You are solely responsible for all information and materials uploaded, posted, or stored by you through your use of the Site ("Content"). You may only upload, post, or store Content if you own all the rights to that Content, or if the rights holder has provided authorization to you to do so.
You do not transfer ownership of Content by uploading, posting, or storing it through your use of the Site. However, by doing so, you grant us, our agents, licensees, and assigns a non-exclusive right and permission to reproduce, encode, store, copy, transmit, publish, display, modify, create derivative works of, and otherwise use the Content as necessary to provide the Site. You represent and warrant that you have all necessary right and power to grant the foregoing right and permission to us.
You agree not to use, or permit any third party to use, the Site to upload, post, or store any Content that would impersonate another person or entity, falsely represent your identity, or that constitutes a breach of any individual's privacy.
Sigma IQ may, but has no obligation to, monitor Content on the Site. We may disclose to third parties any information necessary to satisfy our legal obligations, protect Sigma IQ, its licensors, or its customers, or operate the Site properly. Sigma IQ, in its sole discretion, may refuse to accept the uploading, posting or storage of any Content, in whole or in part, which it deems, in its sole discretion, to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
Use of the Site requires Internet and telecommunications access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your internet/telecommunications provider.
SIGMA IQ MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (1) THE AVAILABILITY OF TELECOMMUNICATION OR INTERNET SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (2) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION OR INTERNET SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SITE.
DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT: (a) THE SITE IS PROVIDED "AS IS" AND YOUR USE OF THE SITE IS AT YOUR OWN RISK; (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGMA IQ AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT; AND (c) SIGMA IQ AND ITS LICENSORS DO NOT WARRANT THAT THE SITE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS.
LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT: (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGMA IQ AND ITS LICENSORS DISCLAIMS ALL LIABILITY TO YOU AND ANY THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SITE OR THIS AGREEMENT; AND (b) SUBJECT TO APPLICABLE LAW, SIGMA IQ AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE SITE OR THIS AGREEMENT. THE ABOVE LIMITATIONS APPLY EVEN IF SIGMA IQ AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION. You agree to indemnify and hold Sigma IQ and its Licensors harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Site, Content, or your breach of this Agreement (collectively referred to as "Claims"). Sigma IQ reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any third-party Claims. You agree to reasonably cooperate as requested by Sigma IQ in the defense of any third-party Claims.
CHANGES. We reserve the right to revise the terms of this Agreement at any time, and the changes will be effective when posted through the Site, on the Site, or when we notify you as permitted hereunder. We may also change or discontinue the Site, in whole or in part. Your continued use of the Site after any changes indicates your agreement to the changes.
You agree that Sigma IQ may in its discretion terminate or suspend your use of and access to all or part of the Site immediately and without notice at any time and for any reason. You agree that Sigma IQ shall not be liable to you or to any third party for any termination or suspension of all or part of the Site.
Sections 2(b), 6, 7, 8, 10(b), and 11, and all other provisions that by their nature should survive termination or expiration of this Agreement shall survive any termination or expiration of this Agreement.
Third Party Links and Websites. The Site may include links to third-party websites. Sigma IQ has no control over, is not responsible for, and does not endorse any such websites, and Sigma IQ will have no liability for any damages or losses you incur by accessing or using such third-party websites.
Partial Invalidity. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.
Independent Contractors. The Parties are independent contracting parties. Neither Party has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. The Parties’ relationship in connection with this Agreement will not be construed as a joint venture, partnership, franchise, employment, or agency relationship, or as imposing any liability upon either Party that otherwise might result from such a relationship.
Non-Waiver. Except as otherwise specifically provided herein, any failure or delay by Sigma IQ to exercise or partially exercise any right, power, or privilege under the Agreement shall not be deemed a waiver of any such right, power, or privilege under the Agreement.
Consent to Electronic Notice; Notices. You consent to the use of electronic means to deliver any notices pursuant to this Agreement. Notices will be given by Sigma IQ via email or a reasonably prominent posting made on or through the Site. Notices by you to Sigma IQ should be sent via email to legal@SigmaIQ.com.
Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its terms.
Governing Law. This Agreement shall be governed by the laws of the State of Washington, without reference to conflicts of law principles. Subject to the dispute resolution terms of any applicable Subscription Agreement, the parties hereby consent to the exclusive jurisdiction of the federal and state courts in King County, Washington, for purposes of any legal action arising out of or related to this Agreement.
Entire Agreement. This Agreement, including all other agreements incorporated herein, constitutes the entire agreement between the parties with regard to the subject matter of this Agreement and supersedes all previous communications, whether oral or written, between the parties with respect to such subject matter.
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