The following Terms of Use between you and SYSOPRO USA ("we," "us" and "our") governs your use of this website and any associated computer network systems, as well as the materials accessible on or from said sites ("System"). Your use of the System means that you accept these Terms of Use.
1. CONFIDENTIALITY. The areas of the System which you access by using a password or other security device (including Complimentary Secured Access) contain proprietary and confidential information owned by us, including clients, software, program listings, data file printouts, and other technical and marketing information ("Confidential Information"). By accessing our Confidential Information, you agree to keep this information confidential and to use the information solely for the purpose of maintaining and supporting your merchant network. You also agree to only disclose the Confidential Information within your company to employees with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose not permitted by these Terms of Use. You will not alter, decompile, disassemble, reverse engineer, or modify any Confidential Information that you receive or have access to via any of our services.
2. PROPRIETARY INFORMATION. The information on the System, along with any materials (including, for example, white papers, press releases, data sheets, service listings and FAQs), is copyrighted and is protected under US and worldwide copyright laws and treaty provisions ("Materials"). You may copy the Materials with our written consent provided you (i) use the Materials solely for informational, non-commercial use in support of our services and not modify or revise the Materials in any manner; (ii) plainly display all copyright and other proprietary notices in the same form and manner as on the original; and (iii) display a statement that the information is used solely with our permission. Any software which you download from the System is governed exclusively by the license terms accompanying the file or the terms of the license or service agreement which accompanied the original product or service licensed by you which you are updating, and by downloading such software, you agree to abide by the terms of the license. Any reproduction or redistribution of such software not in accordance with the software license is expressly prohibited by law. Our trademarks may be used publicly only with our permission. All other trademarks, brands, and names are the property of their respective owners. Except as expressly granted in this section (or to you specifically in writing), neither we nor our suppliers grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.
3. DISCLAIMER OF WARRANTIES. THE MATERIALS ACCESSIBLE FROM THIS WEBSITE OR THE SYSTEM ARE PROVIDED "AS IS," AND WE EXPRESSLY DISCLAIM ANY IMPLIED OR EXPRESS WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIAL.
4. LIMITATON OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, LOSS OF PROFITS OR REVENUES OR COSTS OF REPLACEMENT GOODS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Although we have attempted to provide accurate information on the System as a service to our clients, we assume no responsibility for, and make no representations with respect to, the accuracy of the information. Mention of third-party products or services is for information purposes only and constitutes neither an endorsement nor a recommendation.
5. PRIVACY. We recognize that when you choose to provide us with information about yourself, you trust us to act in a responsible manner. That's why we have put in place a Privacy Policy to protect your personal information. You should review this document before providing any personal data on any SYSPRO USA website. Please read our Privacy Policy at https://portal.syspropayments.com/privacy.
6. THIRD-PARTY LINKS. We are not responsible for the content of third-party sites hyperlinked from this page, nor do we guarantee the products or services offered on third-party sites. Your use of the hyperlinks is at your own risk. You should review the privacy statement of a website before you provide personal or confidential information. We expressly disclaim any liability for such third-party statements under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law.
7. AMENDMENTS. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the System. However, any changes to the dispute resolution provisions set forth in Applicable Laws will not apply to any disputes for which we had actual notice on or prior to the date the change is posted on the System. We reserve the right to withdraw or amend the System, and any service or material we provide on the System, in our sole discretion without notice. We will not be liable if for any reason all or any part of the System is unavailable at any time or for any period.
8. APPLICABLE LAWS. All matters relating to your use of the System and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to your use of the System and these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in the City of Nashville and County of Davidson, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The System originates from and is maintained in the United States of America, and we make no representation regarding the legality of access to or use of the System or the Materials from other countries. Any export or use of the Materials by a user must be in compliance with all U.S. export laws and regulations in effect at the time of such export or use, and use is limited as described above in Section 2 of these Terms of Use. Access in countries where the Materials are illegal is prohibited. The System is privately owned, and may be used only for authorized purposes we designate. We may monitor and audit usage of this system, and all persons are hereby notified that use of this system constitutes consent to monitoring and auditing. Unauthorized attempts to upload information and/or change information on any website and/or computer network system belonging to us are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and Title 18 U.S.C. Sec.1001 and 1030.