Terms and Conditions

Acceptable Use Policy

Sysmarc Inc Acceptable Use Policy

This is the Sysmarc Inc Acceptable Use Policy, which forms part of Sysmarc Inc User Agreement Broadband Internet Terms and Conditions and Sysmarc Inc Hosting Terms and Conditions. (The definitions in respect of the terms used in this Policy are contained in the Broadband Internet Terms and Conditions).

You must not access, nor permit any other party to access, the Services for any purpose or activity of an illegal, fraudulent or defamatory nature.
You must not use the Services to make available online any material that is illegal, nor will you use the Services to provide unrestricted access to material online that is unsuitable for minors.
You acknowledge that any material that you make available online using the Services is your own responsibility and that we accept no liability for any such material.
You must not act through the Services to block or disrupt access to the Internet by other users, service providers, their computers, software or hardware. Such actions include, but are not limited to, attempting to gain unauthorized access to another computer system, unauthorized copying, modification or destruction of information held on another computer system, unauthorized copying or dissemination of material protected by copyright or propagating computer viruses, worms and other types of malicious programs.
You must not transmit threatening, obscene or offensive materials, or engage in any form of harassment when using the Services.
You agree to refrain from sending unsolicited bulk commercial email, including the use of other non-consenting mail relay systems.
You must not reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information or material of any kind (including but not limited to information or material accessed through or received from the Services) that infringes any copyright, patent, trade mark, design or other intellectual property right or, in our reasonable opinion, is likely to mislead or deceive any person accessing the relevant information or material.
You are responsible for: obtaining all necessary permissions, authorizations, licences and consents in relation to the use of any third party materials used in the provision of the Services; and payment of all royalties and other fees associated with the use of such third party materials, and you must indemnify us in respect of any liability arising directly or indirectly from a failure by you to observe your obligations under this clause.
You must respect the privacy of others when accessing and using the Services.
You must, in accessing and using the Services, only use software that you are legally entitled to use and such use must not infringe any third party intellectual property rights.
You acknowledge that we do not and cannot in any way supervise, edit or control the content and form of any information or data accessed through the Services and we shall not be held responsible in any way for any content or information accessed via the Services.
You acknowledge that we must comply with the Telecommunications Act and other laws and directives from provincial or federal law enforcement agencies that have jurisdiction over the use of Internet services.
We disclaim all or any liability for any material on the Internet that you find offensive, upsetting, defamatory, and personally offensive and in any way unsuitable for minors.
You are responsible for maintaining the secrecy and confidentiality of all access information required by you to access the Services, and you agree not to disclose to any other person, corporation, entity or organisation any access information, whether in use or not, nor any other confidential information relating to the Services.
You must notify us immediately if your username and password are lost, or you have reason to believe that someone other than you is using them. You will be liable for all fees resulting from use of the Services accessed through your access information, whether authorized by you or not.

Hosting Terms and Conditions

Sysmarc Inc – Hosting Terms and Conditions

These are the standard terms and conditions of supply of the Sysmarc Inc web hosting and colocation/telehousing (“the Service”). These terms apply to you as a user of the Service (“Client” or “you”). Please read these terms and conditions carefully. It is a condition of your use of the Service that you comply with these terms and conditions.

Terms and Amendment Procedure

These are the terms upon which we agree to provide the Service to the Client. The agreement made between us with these terms and conditions commences on the date listed to you when your order was accepted by Sysmarc Inc and anytime you use the service.

We may vary these terms, the amount we charge for any Service, or the terms of the operation of the Service, at any time by general notice on a page of the internet referred to on the home page of our website at http://www.sysmarc.net. The changes will become effective upon publication of the notice(s). Where we vary the prices for Services, we will give at least 14 days of the change by the same means, and the new prices will apply at the end of that period.

If you use the Service after that publication, your use will constitute an acceptance of the amended terms.

These terms constitute the agreement in its entirety and supersede prior arrangements.

We may from time to time run promotions and make special offers of limited time duration (“Promotions”). All Promotions are offered subject to their terms and may be withdrawn or altered at Sysmarc Inc discretion. The terms of a promotion will override these terms to the extent of any inconsistency.

Service

We will assign the Client a logon name (“Login”) and password which will provide you with access to the Sysmarc Inc services.

Archiving of Data – In the event of equipment failure or data corruption, we will restore from the last known good archive. In the event of corruption of all our archives, or in the event that an old archive is used to restore data, you should be prepared to upload your data to your website. You must maintain a recent copy of your data at your premises at all times. We will not be liable for incomplete, out-of-date, corrupt or otherwise deficient client data recovered from our backups.

The Service is provided by Sysmarc Inc from its data center(s) in Canada. Sysmarc Inc will determine in its absolute discretion from time to time the data center location from which your Service is provided.

In contracting with Sysmarc Inc for the Services, the Client obtains no rights to the hardware and other infrastructure and facilities used by Sysmarc Inc to deliver the Service.

In the absence of any addition written agreement, these terms and conditions (as varied from time to time) will apply to any further Services you obtain from Sysmarc Inc.

Payment

You must pay for the Service as notified to you by Sysmarc Inc in accordance with the prices in force for Services from time to time.

You must pay all Services time charges, minimum charges and other amounts incurred by you or any designated users or incurred as a result of any use of your password (whether authorized or not) in accordance with the billing option selected and in advance.

Prices published on our website are not including of any government taxes or charges unless otherwise noted, and exclusive of any registration or delegation charges imposed by domain name authorities.

In addition you must provide and pay for:-

(a) the installation and use of telephone lines and all other equipment needed to access the Service; and

(b) All government taxes, duties and levies (if any) imposed on either you or us in respect of the Services or any other service or goods supplied by us.

You must pay all amounts billed in accordance with your billing option. No credit terms are given to credit card accounts. Upon registration of a credit card account, you give us authorization to debit your credit card for all charges.

You consent us to obtain a credit reporting agency report containing personal information about you (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by us of an application for credit (whether commercial of personal) or for the purpose of the collection of payments which are overdue.

You agree that if you elect to receive a monthly invoice rather than using the auto debit billing option you may be charged interest for late payments at Sysmarc Inc sole discretion. We will allow for a 30 day grace period from the time the invoice was sent out to payment is received in full.

Warranties and Liabilities

We do not warrant that:-

(a) the services provided under this agreement will be uninterrupted or error free;

(b) the services will meet your requirements, other than as expressly set out in this agreement; or

(c) The Services will be free from external intruders (“hackers”), virus or worm attack, denial of service attack, or other persons having unauthorized access to the services or systems of Sysmarc Inc.

Except as expressly provided to the contrary in this agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this agreement, are excluded. Where any statute implies any term into this agreement and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, our liability for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again; or payment of the cost of having the services supplied again.

You agree that, none of Sysmarc Inc, its subsidiaries, officers, directors, employees, partners or suppliers will be liable to you or any third party for:-

(a) Any special, punitive, incidental, indirect or consequential damages of any kind;

(a) Any damages whatsoever, including, without limitation those resulting from:

Loss of use, data or profits, on any theory of liability, arising out of or in connection with the use of or the inability to use the Service;
The statements or actions of any employee or agent of Sysmarc Inc;
Any unauthorized access to or alteration of your web site, transmissions or data;
Any information that is sent or received or not send or received;
Any failure to store or loss of data, files or other content;
Your fraudulent, negligent, or otherwise unlawful behavior;
g.Information, data or other material provided to Sysmarc Inc by you or on your behalf; or
Any Services that are delayed or interrupted.

You warrant that:-

(a) at the time of entering into this agreement you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogs or publicity material we have produced.;

(b) you will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you or downloaded by you from the Server does not contain any computer virus, and will not in any way, corrupt the data or systems of any person;

(d) You hold and will continue to hold the copyright in the Client Data or that you are licensed and will continue to be licensed to use the Client Data.

You accept responsibility for all information and material you issue over any Service, and indemnify us and hold us harmless against any liability in relation thereto. In particular you undertake that you shall not publish or issue any information that is illegal or defamatory. You also acknowledge that we do not vet or approve any information or material available through the Service. We do not accept any liability for any loss, claim or damages arising from or relating to information a material available through the Service, to the full extent permitted by the law. You access and use such information and material at your own risk.

You agree to abide by our Acceptable Use Policy, which follows these Terms and Conditions and our Privacy Policy. You agree that the terms of those policies for part of this agreement between you and Sysmarc Inc.

You are solely responsible for dealing with persons who access the Client Data, and must not refer complaints or inquiries in relation to such data to us.

You agree that Sysmarc Inc we are not liable to you or any other person for:-

(a) Cost, loss or liability (including loss of profit or other consequential damages) arising from our supply or failure or delay in supplying the Service.

(b) The content, context or confidentiality of any communications made by using the Service.

You indemnify us against all costs, expenses, loss or liability that we may suffer (directly or indirectly) resulting from :

(a) your breach of these terms;

(b) your use or misuse of the Service;

(d) Publication of defamatory, offensive or otherwise unlawful material on any web site forming part of your Service.

Suspension and Termination of Service

We may from time to time without notice suspend the Service or disconnect or deny access to your Service:-

(a) during any technical failure, modification or maintenance involved in the Service provided that we will use reasonable endeavors to procure the resumption of the Services as soon as reasonably practical; or

(b) If you fail to comply with any provision in this agreement (including failure to pay charges due), or do, or allow to be done, anything which in our opinion may have the effect of jeopardizing the operation of the Service, until the breach (if capable of remedy) is remedied.

Sysmarc Inc may without notice to you remove, amend or alter your data upon being made aware of :-

(a) any claim or allegation; and

(b) any court order, judgment, determination or other finding of a court or other competent body, that the data is defamatory, illegal, offensive or in breach of a third party rights.

We may end our agreement with you and cease providing Services for any reason, on 30 days written mail or electronic notice to you. You may close your account with Sysmarc Inc on 30 days written mail or electronic notice to Sysmarc Inc.

If your account is closed you must pay all outstanding charges immediately and we may delete all Client Data from any storage media. We cannot archive it for you.

Domain Names

If you have requested that Sysmarc Inc register a .com, .net, .org, .biz or .info .ca or other domain name (TLDs) on your behalf, you agree that you have read and accepted the TLD (Top Level Domains) Policy acceptable to .com, .net, .org, .biz and .info or other domain names issued by the relevant registrar. You agree that you are aware of the consents warranties and indemnity you are required to give to register, maintain, transfer and renew your domain name. Sysmarc Inc is acting as a reseller of the registrar, Domain People Inc.

You agree that by maintaining the registration of a domain name after changes or modifications to the applicable policies become effective, you are confirming your continued acceptance of these changes and modifications.

You agree that you must pay for any registration or delegation charges in advance at Sysmarc Inc list price. You understand that you cannot register a domain without paying for it in advance.

Sysmarc Inc makes no representation and gives no warranty about your chosen domain name being available for registration or use by you.

You expressly authorize and direct Sysmarc Inc to:-

(a) be nominated as authorized billing contact for your domain name with the domain name registrar;

(b) Renew your domain name registration upon receipt of renewal notification from the domain name registrar and invoice you for the relevant charge in accordance with Sysmarc Inc list price from time to time.

In respect of TLD’s, you acknowledge that Sysmarc Inc is not liable for any loss or damage resulting from non-renewal of your domain name if you have failed to provide the appropriate warranty in respect of your continued eligibility to hold the domain name.

You indemnify Sysmarc Inc against all claims arising out of your registration and use and renewal of registration of your chosen domain name.

E-Commerce Services

Sysmarc Inc E-commerce Services, comprising any software relevant to the operation of your E-commerce Service (“E-commerce Services”), are offered by Sysmarc Inc and purchased by you on the following conditions:-

(a) Sysmarc Inc provides the E-commerce Services software as-is and without warranty of any kind, either express or implied.

(b) Sysmarc Inc gives no warranty that:-

(i) The E-Commerce Services will meet your requirements;

(ii) The E-Commerce Services will be uninterrupted, timely, secure or error-free;

(iii) The results that may be obtained from the use of the E-Commerce Services will be effective, accurate, reliable; and

(iv) Any errors in the E-Commerce Services software obtained from or used through Sysmarc Inc site, or any defects in the E-Commerce Services, will be corrected.

(c) Sysmarc Inc will not be liable for acts or omissions of third party e-commerce payment gateway providers such as Camtech, NewsConnect SafePay, WorldPay, and any other provider who may provide those services as part of the E-Commerce Services. You will deal with those providers at your own risk.

(d) You accept full responsibility for all online transactions you originate or execute using the E-Commerce Services with or without credit and/or debit cards.

(e) You are responsible for and indemnify Sysmarc Inc in respect of legal obligations you have to end users of the E-Commerce Services under any legislation, including without limitation the Privacy Act.

(f) Sysmarc Inc accepts no responsibility for any cost, loss or liability (including loss of profit or other consequential damage) that might arise through your use of the E-Commerce Services.

(g) You indemnify Sysmarc Inc and hold us harmless against any liability in relation to all transactions undertaken using the E-Commerce Services, including in respect of claims by or in respect of services provided by payment gateway providers.

You acknowledge that Sysmarc Inc is acting as a reseller of E-Commerce Services and is not the agent, partner or joint venturer of the suppler of the E-Commerce Services to Sysmarc Inc.

Miscellaneous

The Client grants to Sysmarc Inc a license to use and reproduce all Client Data in order to fulfill its obligations under this agreement. In this agreement “Client Data” means all information, data, text, logos, images, audio, movie clips and/or content in any form that forms part of the Clients web sites or emails.

A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

The law in force in the Canada governs this agreement and the transactions contemplated by this agreement.

You may not resell Services or assign your rights and obligations under this agreement without our prior written consent.

Sysmarc Inc

ADSL & Broadband Internet Terms and Conditions

These terms and conditions apply to the use of Broadband Internet services (“Services”) provided by Sysmarc Inc and its subsidiaries.

These terms and conditions should be read in conjunction with our Acceptable Use Policy, and Privacy Policy.

About this Agreement

Please read this Agreement carefully.

Use of Services provided by Sysmarc Inc (in this agreement, “our”, “us”, “we”) is subject to the terms and conditions contained in this Agreement.

By commencing use of Services provided by Sysmarc Inc, you accept all terms and conditions contained in this Agreement and in the Acceptable Use Policy, and Privacy Policy.

Definitions

In this Agreement:

“Agreement” means this agreement for the provision of the Services by Sysmarc Inc to you;

“Billing period” means, initially, a one-month period commencing at the Date of Commencement, and subsequently, each one-month period thereafter. The “Forthcoming Billing Period” means the billing period immediately following the current billing period.

“Charges” means the charges payable by you to us pursuant to this Agreement including, but not necessarily limited to, access, usage, consulting and technical support fees;

“Date of Commencement” means the date on which Services are installed, commence operation and are billed from;

“Installment Period” means a period no more than one month immediately following the Date of Commencement.

“Services” means the Broadband ADSL connection to the Internet and corollary services, such as online account management, personal email addresses and the provision of web space.

“Third Party Supplier” means any legal person who provides us with goods or services related to the provision of Broadband ADSL Services.

“Usage” means the measurement of time or data generated by Your Internet Access

Applicable Law

This Agreement is governed by the law in force in Canada at the time that Services commence. The parties irrevocably submit to the jurisdiction of the Courts of Canada for determining any dispute concerning this Agreement.

Term of Agreement

This Agreement applies to the provision of Services from the date that Services are connected and continues until either the contract expires or we terminate the Agreement.

Unless otherwise specified in an individual service agreement, you undertake to pay for the agreed Services for a minimum period of six months (six billing periods) from the date of commencement. This period is referred to as the “initial contract period”.

Our Obligations

In accordance with the terms and conditions of this Agreement, there is no guarantee that the Services will be either uninterrupted or error-free.

We undertake to provide a reasonable level of technical support in instances where Services are interrupted or delayed. However, we do not undertake to provide training in the use of the Services.

While we take great care with information that you deposit with us, we do not guarantee that all such information will reach its intended destination (including electronic mail) inside or outside our network.

Your Obligations

You are responsible for all carrier charges (e.g. Telephone) associated with connecting to our Services.

You are responsible for obtaining, providing and maintaining all telephone access lines, telephone and computer equipment (including a modem) or other access device(s) necessary to access the Services.

You are responsible for any collection fees (including legal fees and any other costs) incurred by us as a result of the collection of outstanding monies owed by you to us under this Agreement.

You agree that you will:

Not interfere with the normal operation of the Services or any equipment used in the provision of the Services, or make either unsafe;

Allow us or any third party supplier safe, sufficient and timely access to any premises as required in connection with the provision, maintenance, repair, de-commissioning and removal of the Services or any equipment used in the provision of the Services; and

Permit us or any third party supplier to modify any equipment used in the provision of the Services where we consider such modifications to be necessary.

Goods & Services Provided By Third Party Suppliers

The following provisions apply where the Services include the provision of goods or services acquired from a third party supplier:

Any transmission (or connection) speeds quoted by us refer to the maximum theoretical speed achievable with the Services under ideal conditions. You acknowledge that the actual achieved speeds may be less than the maximum theoretical speeds.

Any general statements, maps or other indicators of Service availability are only a guide and you must not rely upon such statements, maps or other indicators as a commitment to provide the Services to a particular physical location.

Services are provided on an ‘as-is’ basis and we cannot guarantee the provision of the Services to you to the extent that the Services are reliant upon the provision of goods or services by a third party supplier.

You agree that we may terminate the provision of Services to you if a third party supplier ceases to provide the relevant goods or services to us for any reason. Alternatively, we may in our discretion elect to obtain the relevant goods or services from another third party supplier and continue to provide the Services to you. We may also increase the Charges to include any additional amounts that we are required to pay to the new third party supplier. We will notify you of additional charges in advance, and in writing.

Technical Support

We undertake to provide free technical support via telephone or electronic mail – during the period where your Services are initially connected (the “Installment Period”) or when additional Services are purchased from us. The maximum Installment Period will be no longer than one month.

Technical support is available outside the Installment Period. We will only provide free technical support for faults originating within our system. Technical supports faults outside our system, specifically faults relating to your software or hardware, will be charged at rates published on our website as SysmarcTS (Sysmarc Technical Services).

Suspension of Services

We reserve the right to immediately and without notice and without prejudice to our rights of termination, suspend your access to Services if we:

Reasonably consider that you have failed to comply with any provision of this Agreement; or

Suspect that you have breached our Acceptable Use Policy.

If we suspend your access to Services, we may reactivate your access to Services if we are subsequently satisfied that you are not in breach of any provision of this Agreement.

We may from time to time and without notice, suspend your access to Services due to a technical failure (including any failure caused by a third party supplier ceasing to provide us with goods or services), or where modification or maintenance is being carried out in relation to the Services. We will use all reasonable endeavors to end any such suspension of Services as soon as practicable.

Notwithstanding any suspension of your access to Services under Clause 9, you will remain liable for any costs incurred by us or a third party during the period of suspension.

We do not accept any liability for expenses or damages incurred during the period where Services are suspended

Termination

We may terminate this Agreement immediately by notice in writing where:

We have suspended your access to Services and we have not reactivated your access to Services within seven (7) days of suspension;

A third party supplier ceases to provide goods or services to us that are necessary for the continued provision of the Services;

You are in breach of any term of this Agreement and this breach is not remedied within seven (7) days of us notifying you;

We believe you are about to or may become or are in jeopardy of becoming subject to any form of insolvency administration;

If you, being a partnership, dissolve, threaten or resolve to dissolve or are in jeopardy of dissolving;

If you, being a natural person, die; or

You cease or threaten to cease conducting business in the normal manner.

In the event that this Agreement is terminated, we claim the right to:

Retain all monies paid for Services;

Charge a reasonable sum for work performed in respect of which no sum has been charged or monies paid;

Be discharged from any further obligations under this Agreement; and

Pursue any additional or alternative remedies provided by law.

Charges

All Charges, including set-up and access fees, are payable in advance and must be paid on or before the first day of each billing period.

Unless otherwise specified by the parties in the individual services agreement, the billing period will be monthly.

Invoices of Charges for each forthcoming billing period will be delivered via electronic mail, postal mail or facsimile fourteen (14) days prior to the commencement of the billing period.

An invoice presented by us shall be deemed to be a correct statement of all Charges, unless disputed by you, in writing, prior to the commencement of the forthcoming billing period.

Where Charges are not paid on or before the first day of a billing period, an overdue notice will be issued. If payments are not received by the date specified on the overdue notice, we may:

Suspend your access to the Services without notice until all outstanding monies are paid in full;

Charge you an additional fee for any subsequent re-connection to the Services;

Require you to pay us interest on any monies owing to us at a rate equivalent to the prime rate charged for bank overdrafts by our current bankers at that time. Interest will be calculated from the original due date until all outstanding monies have been paid in full; and/or

Terminate this Agreement;

If we terminate this Agreement:

We will be entitled to remove any of our equipment used by you in connection with the Services, and you must allow us to enter any premises in which our equipment is stored in order to facilitate this removal;

Where you operate a business in which the Services we sell to you are sold on to third parties, you automatically hereby assign or transfer to us your title to any business information or data owned and used by you in connection with the Services (including without limitation your customer lists and customer database), effective as of the date of termination of this Agreement; and

You consent to us entering the premises on which the items are stored or may be accessed or located, in order to enforce our rights to possess, use and sell those items;

We will re-assign or re-transfer to you any items that remain after all amounts owed to us by you under this Agreement have been paid by you or satisfied by the sale or use of the items.

Service suspensions will be promptly removed on receipt of full payment of all outstanding Charges owed to us under this Agreement.

Where you request us to invoice amounts owing under this Agreement to a nominated credit card or bank account:

You will give us the authority to complete and sign on behalf of yourself, all necessary forms and documents to facilitate payments from the relevant bank or other financial institution; and

You will operate the credit card or bank account within the set terms and credit limits in order to pay your account in full prior to the commencement of the forthcoming billing period.

Indemnity

You release and indemnify us, our agents and third party suppliers from all liability arising from the provision or cancellation of the Services or any goods or services provided by our third party suppliers. This indemnity includes but is not limited to an indemnity against all actions, claims and demands including the cost of defending in or settling any action, claim or demand, which may be instituted against us, as well as all expenses, losses, damages and costs that we may sustain or incur as a result, whether directly or indirectly of:

Any breach of this Agreement by you, including but not limited to a breach in respect of which we elect to terminate this Agreement;

The negligence of you, your agent, your employee or sub-contractor or of any other person for whose acts or omissions you are liable; and

Any loss of or damage to any property, or injury to or death of any person, caused by any negligent act or omission or willful misconduct of you, your agent, your employee or sub-contractor.

Our Liability

We make no express warranties to you except those expressly set out in this Agreement.

We exclude:

From this Agreement all conditions, warranties and terms implied by statute or general law except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void;

All liability to you in negligence for acts or omissions of us or our employees, agents or sub-contractors arising out of and in connection with this Agreement.

Our liability to you for breach of any express provision of this Agreement is limited to supplying, replacing or repairing the goods or re-supplying the Services in respect of which the breach occurred. Alternatively, we will refund any money paid by you for the goods or services in respect of which the breach occurred.

Changes to the Services, including Cancellation

All requests to change your Services, including upgrading, downgrading, temporary suspension or cancellation, must be in writing. Such requests will take effect on the first day of the next billing period and will be reflected in the Invoice sent to you fourteen (14) days in advance of that period. In the case of temporary suspension of Services, it is your responsibility to contact us to request the reactivation of the Services.

Unless otherwise specified in accordance with Clause 4.2, you undertake to pay for the agreed Services for a minimum period of six months (six billing periods) from the date of commencement. If you cancel access to Services before the conclusion of this initial contract period, you are still liable to pay the full cost of the agreed Services until the initial contract period concludes.

Our Refund Policy

This clause only applies to accounts which have been active longer than the initial contract period.

Where you voluntarily cancel one or more Services, you are not entitled to any refund, even where you have paid for Services for a period beyond the current billing period.

If we terminate a Service under, the provision of the Service to you will cease in accordance with the provisions of that Clause. You will not be entitled to any refund.

If you validly terminate this Agreement as a result of our breach, you are entitled to a refund of the unused portion of your account. We reserve the right to deduct an administration fee equivalent to one month’s Services charges from this amount.

Assignment

Your rights and obligations under this Agreement shall not be assigned, sold, delegated, alienated, transferred or otherwise disposed of without our consent.

Sysmarc Inc will inform you, in writing, of its intention to assign its rights and obligations under this Agreement at least twenty-eight days prior to such an assignment occurring.

Force Majeure

No party is liable for any failure to perform or delay in performing its obligations under this Agreement if failure or delay is due to anything beyond that party reasonable control. Where the failure or delay exceeds sixty (60) consecutive days, the other party may terminate this Agreement with immediate effect by notifying the other party in writing. This clause does not apply to any obligation to pay money.

Severability

The parties to this Agreement agree that if any provisions of this Agreement shall be determined to be void by any Court of competent jurisdiction such determination shall not affect any other provision of this Agreement and all other provisions shall remain in full force and effect.

Waivers

A waiver of a provision of this Agreement or a right or remedy arising under this Agreement, including this clause, must be in writing and signed by the party granting the waiver. Unless otherwise specified a waiver is valid for 7 business days.

A waiver is only effective in the specific instance and for the specific purpose for which it is given.

A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right.

Amendments to these Terms and Conditions

We reserve the right to amend these terms and conditions from time to time. Such amendments will be posted on our website and take effect 28 days after the day the amendments are posted. Customers are permitted to cease using our services within this 28-day notice period without penalty. Your continued use of services following such notification will be taken as an agreement to be bound by the terms and conditions as amended.

Entire Agreement:

This Agreement contains the whole understanding between Sysmarc Inc and You to the exclusion of any prior or collateral Agreement or understanding of any kind relating to the Services.