Last Updated: November 2, 2020

DeepSync Labs Inc. (“DeepSync,” “we,” “us,” or  “our”)  provides  you  access  to  our  proprietary  platform application (the “App”), and the services we provide through the App (the “Services”), subject to the following terms and conditions of service (the “Authorized User Terms of Service” or “Terms”), which may be updated by us from time to time without notice to you.

BY ACCESSING THE APP AND/OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE AUTHORIZED USER TERMS OF SERVICE AND OUR APP PRIVACY POLICY,  LOCATED AT https://www.deepsynclabs.com/privacy (THE   “APP   PRIVACY   POLICY”),  WHICH IS HEREBY  INCORPORATED  HEREIN  AND  MADE  A  PART  HEREOF  BY REFERENCE. THE AUTHORIZED USER TERMS OF SERVICE AND THE APP  PRIVACY  POLICY ARE COLLECTIVELY REFERRED  TO  AS  THE  “AUTHORIZED  USER  AGREEMENT.” IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THE AUTHORIZED USER  AGREEMENT, THEN YOU ARE NOT AUTHORIZED TO ACCESS THE APP OR USE THE SERVICES.

We reserve the right at any time and without notice to deny you access to the App and/or Services or to any portion thereof and to terminate your rights under these Terms, in our sole and absolute discretion. Your rights under these Terms will terminate automatically if you fail to comply with these Terms, subject to the survival rights of certain provisions identified herein. Termination will be effective without notice. Upon termination, You must promptly destroy all copies of any aspect of the App in your possession, custody or control.

THE   SECTIONS   BELOW   TITLED “BINDING   ARBITRATION”   AND    “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. YOU MUST READ THEM.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the App or the Services, or  to  modify  the  Authorized  User  Agreement,  at  any  time  and  without  prior  notice.    If  we  modify    the Authorized User Agreement, we will post the modification on our website at https://deepsynclabs.com/terms/ and/or, at our sole discretion, provide you with notice of the modification at the last email address you provided to us. By continuing to access or use the App and/or our Services after we have posted a modification to the Authorized User Agreement, or have provided you  with  notice  of  a  modification,  you  are  indicating  that you agree to be bound by the  modified  Authorized  User Agreement. If the modified Authorized User Agreement is not acceptable to you, your only recourse is to cease using the App and Services.

Capitalized terms not defined in these Authorized User Terms of Service shall have the meaning set forth in our App Privacy Policy.

1. APP AND SERVICES DESCRIPTION

In order to use the App and/or Services you may be required to agree, or you may have already agreed, to third party terms unrelated to DeepSync. Such terms include, but are not limited to: https://www.facebook.com/terms, https://www.facebook.com/policies/ads/.  Please note, DeepSync is not a party to such third party terms and disclaims all responsibility and liability for such third party terms.  Such third party terms are solely between you and such third parties.

2. TECHNICAL REQUIREMENTS; USAGE RESTRICTIONS 

In order to access and use our App, your device will need to meet DeepSync’s minimum technical requirements, which may be found at https://www.deepsynclabs.com/how-it-works which may be amended from time to time. We will use commercially reasonable efforts to notify you of any changes to the technical  requirements via this website.

When using the App and our Services, you agree to the following:

●        You will comply with all applicable laws in your use of the App and the Services, and will not use the App for any unlawful purpose;

●        You will provide accurate, complete, and up-to-date information about yourself when requested;

●        You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

●        You will not interfere with, or attempt to interrupt the proper operation of, the App through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the App through hacking, password or data mining, or any other means;

●        You will not decompile, reverse engineer, or disassemble any software, Services, or other products or processes accessible through the App, or otherwise tamper with the App;

●        You will not cover, obscure, block, or in any way interfere with any safety features on the App;

●        You will not use any robot, spider, scraper, or other automated means to access the App for any purpose; and

●        You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

●        You will not send or facilitate any advertising for: (i) adult entertainment (e.g., pornography), (ii) illegal gambling, (iii) any other product or service that is illegal in the locality in which it is sent or received, including without limitation to discriminate on the basis of race, gender, religion, sexual orientation, or in any way that could be deemed unfair under applicable law.

●        You will not use the Services for the purposes of determining or in connection with: (iv) employment eligibility, (v) credit eligibility, (vi) health care eligibility, or (vii) insurance eligibility underwriting and pricing.

LiveRamp Data Marketplace Terms:

You are required to have a current Advertising Agreement with each Platform and Advertiser Direct Platform to which you instruct LiveRamp to distribute any Audience File(s) via LiveRamp Services.  “Advertising Agreement” means a separate and active agreement between You and a Platform or Advertiser Direct Platform for such Platform’s/Advertiser Direct Platform’s performance of targeted advertising services for your benefit.  Where Facebook is the Advertiser Direct Platform, such Advertising Agreement with Facebook includes any and all terms and conditions required by Facebook for use of its advertising services, including Facebook’s Advertising Guidelines (currently accessible at https://www.facebook.com/policies/ads/) and Facebook’s Customer List Custom Audience Terms (currently accessible at https://www.facebook.com/legal/terms/customaudience/update), each as may be updated by Facebook from time to time.  Your ad purchases and use of services from such Platform/Advertiser Direct Platform in connection with all distributed Audience Files are subject to the applicable Advertising Agreement.  Distributed Audience Files may be subject to approval and acceptance by the recipient Platform/Advertiser Direct Platform, and LiveRamp has no responsibility or liability for any Platform’s/Advertiser Direct Platform’s acceptance or rejection of, or refusal to utilize, any Audience File(s) as properly distributed by LiveRamp.

You shall not instruct, authorize, or permit any third party to: (i) duplicate, compile, disassemble, decompile, re-identify, derive any data from, or otherwise reverse engineer any de-identified LiveRamp Data Marketplace Data; or (ii) act in any way to derive personal information from, or merge personal information with, any anonymous information, including, but not limited to, as included within any Audience File(s). 

You are expressly prohibited from using any Data Marketplace Data, any Audience File, or LiveRamp Services in any manner to target, send, or facilitate any advertising for: (i) adult entertainment (e.g., pornography); (ii) illegal gambling; or (iii) any other product or service that is illegal in the location in which it is sent or received, including, without limitation, to discriminate on the basis of race, gender, religion, or sexual orientation.  Further, you are expressly prohibited from using any Data Marketplace Data, any Audience File, or LiveRamp Services in any manner for the purposes of or in connection with: (iv) employment eligibility; (v) credit eligibility; (vi) health care eligibility; or (vii) insurance eligibility, underwriting, and/or pricing.

Use of each distributed Audience File is subject to your compliance with Applicable Laws and Codes, Applicable Best Practices, and its own and each applicable Platform’s/Advertiser Direct Platform’s applicable privacy policies.  “Applicable Best Practices” means the principles and best practices applicable to your performance pursuant to and in connection with this Schedule, Data Marketplace Data, and Audience Files and as promulgated by the Data and Marketing Association’s Code of Conduct and the Digital Advertising Alliance Self-Regulatory Principles.  You are expressly prohibited from instructing, permitting, and/or authorizing any third party to sell, transfer, download, save, or redistribute any Audience File or any part thereof, including without limitation, redistributing any Audience File to any other Platform/Advertiser Direct Platform or any other Seat ad account within the original Platform/Advertiser Direct Platform to which it was distributed (whether or not such other Seat or ad account is controlled or maintained by or for you).

U.S. Only Data Marketplace Data and Distributions.  You acknowledge and agree that you shall have no rights or authorization to view, select, or utilize any Data Marketplace Data labeled or otherwise indicated as being applicable to or originating from any country or region outside of the United States.  require the additional execution of a Data Protection Agreement and additional terms and conditions for applicable End Client.

You will not use any Audience File to target any individual/data subject/consumer who has exercised an option to which you have, directly or indirectly, committed to honoring any opt out of having such individual’s/data subject’s/consumer’s data disclosed and used for targeted advertising; (iv) to the extent any individual/data subject/consumer exercises any opt out right after use of the Audience File has been used) you will remove such individual/data subject/consumer from all future applicable targeting, including, but not limited to, further use of the same or any other Audience File and including by providing the applicable Platform(s)/Advertiser Direct Platform(s) with the applicable opt-out information and requiring its application by the Platform(s)/Advertiser Direct Platform(s) in a timely manner; (v) use of each Audience File shall comply with Applicable Laws and Codes and Applicable Best Practices; (vi) you shall comply with any future requirements imposed upon LiveRamp by Applicable Laws and Codes and/or – where such requirements are made known to you by LiveRamp – by any Data Marketplace Data Providers; and (vii) none of the activities for which it uses LiveRamp Services or for which it or you use any Audience File(s) will directly or indirectly constitute, involve, or facilitate the commission by LiveRamp of any unlawful or illegal act or any offense (including without limitation the infringement of any laws relating to defamation, obscenity or indecency) or the infringement of the rights of any other person.

You agree to Automatic reporting (including LiveRamp’s applicable access) for each Advertiser Direct Platform where such Automatic reporting is available.

You are prohibited from further resale or providing access to third parties of the Data Marketplace and Platforms Distributions Services and from using any distributed Audience File for the benefit of any third party.

You may only use the Data Marketplace and Platforms Distributions Services Audience Files for purposes of ad targeting and measurement via the Platforms/Advertiser Direct Platforms in the United States, and for no other purposes.

You warrant that you have an Advertising Agreement in place with the Platform/Advertiser Direct Platform destination(s) receiving its Audiences, and that the handling of distributed Audiences by the receiving Platform/Advertiser Direct Platform is subject to the terms and conditions of that Advertising Agreement.

Upon any expiration or termination of any applicable Agreement, you shall require each Platform and Advertiser Direct Platform in possession of any distributed Audience File(s) to immediately cease use of and destroy or render inaccessible such Audience Files where you cannot yourself destroy the Audience Files via its applicable Seat(s).

Use of each Audience File must comply with the Business Rules applicable to the Data Marketplace Data selected and used in the Audience File creation.  Further, use of each distributed Audience File is subject to your compliance with Applicable Laws and Codes, Applicable Best Practices, and its own and each applicable Platform’s/Advertiser Direct Platform’s applicable privacy policies.  Each Audience File delivered to a Platform/Advertiser Direct Platform: (1) is for use within and by such Platform’s/Advertiser Direct Platform’s ad services only; (2) within and via the Seat to which it was delivered; and (3) may not be accessed or utilized by any third party other than you and the Platform/Advertiser Direct Platform.  You are expressly prohibited from instructing, permitting, and/or authorizing any third party to sell, transfer, download, save, or redistribute any Audience File or any part thereof, including without limitation, redistributing any Audience File to any other Platform/Advertiser Direct Platform or any other Seat or ad account within the original Platform/Advertiser Direct Platform to which it was distributed (whether or not such other Seat or ad account is controlled or maintained by or for you).

You are prohibited from transferring any Data Marketplace Data or resulting Audience File(s) to any third parties beyond distribution to the initial receiving Platform/Advertiser Direct Platform or beyond the initial Seat to which it was delivered.

You will not actually receive (outside of the applicable Seat) nor be able to view any actual Data Marketplace Data or Audience File created or the contents thereof.

You shall not – and shall not instruct, authorize, or permit any third party to act in any way to derive personal information from, or merge personal information with, any anonymous information, including, but not limited to, as included within any Audience File(s).

Unless a shorter timeframe is required and specified in any notice for updated Audience File permitted uses or restrictions, you shall have thirty (30) days to comply with any additional Data Marketplace Data Provider restrictions.  If you are unable or unwilling to comply with the additional restriction(s), then you must immediately discontinue using the affected Audience File(s) and delete the Audience File(s) from its Seat in each applicable Platform/Advertiser Direct Platform.

You grant LiveRamp all permissions and authorizations necessary to perform and provide the Data Marketplace and Platforms Distributions Services. 

LiveRamp reserves the right, at the direction of any Data Marketplace Data Provider, Platform, or Advertiser Direct Platform, or in its sole discretion, to immediately suspend your access to and use of any distributed Audience File(s)) in the event of any suspected or actual violation of the terms of the terms of the End Client Agreement.

3. FEES

When you visit the App, you can access the following page which discloses our pricing https://www.deepsynclabs.com/pricing.

Access

You will need to enroll in one of the access packages listed on the App at https://www.deepsynclabs.com/signup.

Payments must be made by credit card.  All access fees are non-refundable.

 

Usage

You will be billed for any data usage pursuant to the terms located a https://www.deepsynclabs.com/pricing. Payments

must be made by credit card.  All usage fees are non-refundable.

 

Disputes

If you feel that you have been billed incorrectly, we ask you to kindly please notify us as soon as possible at support@deepsynclabs.com to notify us of such error.

Intentional credit/debit card reversals and chargebacks are frequently indicators of possible fraudulent use and/or theft of our Services and we may treat them as such. We reserve the right to investigate further and file complaints with the appropriate local and federal authorities. Please be advised that we regularly monitor all internet protocol address information and other user activity and that this information may be used in a civil and/or criminal case against any customer, especially in instances of possible theft or fraudulent behavior.

 

4. SUPPORT

If you are having technical difficulties with the App at any time, or if you have questions about our Services, you may email or call us using the contact information on our website at https://www.deepsynclabs.com/contact. All interactions between you and DeepSync may be recorded, including phone calls, emails, and live chats.

With respect to all communications between you and any DeepSync personnel, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know- how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information, without compensation or attribution to you.

 

5. OUR DISCLAIMER; LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT THE APP, THE SERVICES, AND ALL OTHER INFORMATION AND MATERIALS PROVIDED BY DEEPSYNC ARE NOT MEANT TO BE SUBSTITUTES FOR THE EXERCISE OF YOUR OWN JUDGMENT AND COMPLIANCE WITH YOUR OWN BUSINESS INTERNAL PROTOCOLS. DEEPSYNC’S APP AND SERVICES ARE FOR CONVEINENCE PURPOSES ONLY, AND DEEPSYNC ITSELF DOES NOT MAKE ANY DETERMINATIONS ABOUT THE USEFULENESS OF THE APP AND/OR SERVICES.

YOU ACKNOWLEDGE THAT THE APP AND SERVICES MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AUTHORIZED USER AGREEMENT, THE SERVICES, THE APP, AND ALL OTHER INFORMATION AND MATERIALS PROVIDED BY DEEPSYNC ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DEEPSYNC MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AUTHORIZED USER AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF THE APP OR THE SERVICES, INCLUDING, WITHOUT LIMITATION ANY LOST DATA RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE APP, THE SERVICES, OR ANY WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) WE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE APP OR THE SERVICES IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100). NO COMMON-LAW CAUSE OF ACTION ARISING UNDER TORT, CONTRACT, OR WARRANTY RELATED TO THE APP OR THE SERVICES, OR OTHERWISE ARISING UNDER THIS AUTHORIZED USER AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU  MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES; THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE APP TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

6. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our affiliates and our and their respective officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Authorized User Agreement; (ii) your misuse of the App or the Services; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

 

7. INTELLECTUAL PROPERTY

The App may contain material such as data, information, videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of DeepSync (collectively referred to as the “App Content”). The App Content may be owned by us or third parties. The App Content is protected under both United States and foreign laws. Unauthorized use of the App Content may violate copyright, trademark, and other laws.

You may view all App Content for your own personal, non-commercial use and strictly as necessary for the purposes outlined herein. No other use is permitted without the prior written consent of DeepSync. DeepSync and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the App Content. You must retain all copyright and other proprietary notices contained in the original App Content. You may not sell, transfer, assign, license, sublicense, or modify the App Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the App Content in any way for any public or commercial purpose. The use or posting of the App Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.

The trademarks, service marks, and logos of DeepSync (the “DeepSync Trademarks”) used and displayed on the App are registered and unregistered trademarks or service marks of DeepSync. Other company, product, and service names located on the App may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with DeepSync Trademarks, the “Trademarks”). Nothing on the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of DeepSync Trademarks inures to our benefit.

Elements of the App are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the App Content may be retransmitted without our express, written consent for each and every instance.

You hereby grant to DeepSync a non-exclusive license to (i) copy, reproduce, store, adapt and translate data collected and/or processed hereunder to the extent reasonably required for the performance of DeepSync’s obligations under this Agreement and (ii) anonymously aggregate such data collected and/or processed hereunder with data from other DeepSync customers in order to provide benchmarking services and analytics and copy, display, prepare derivative works of, and distribute such anonymized data.

8. COMPLIANCE WITH APPLICABLE LAWS

The App and Services are based in the United States. We make no claims concerning whether the App may be accessed, downloaded, viewed, or be appropriate for use outside of the United States. If you access the App from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

9. TERMINATION OF THE AUTHORIZED USER AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Authorized User Agreement and your access to all or any part of the App, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the App at any time without prior notice or liability. Sections 6-15 shall survive the termination of this Authorized User Agreement.

 

10. CONTROLLING LAW

This Authorized User Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.

 

11. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Authorized User Agreement, the Services, or the App (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 14 below, nothing in this Authorized User Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

12. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Authorized User Agreement. We may, without waiving any other remedies under this Authorized User Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration  referenced  above.  You  hereby  irrevocably  and  unconditionally  consent  to  the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.

 

14. MISCELLANEOUS

Our failure to act on or enforce any provision of this Authorized User Agreement shall not be construed as a waiver of that provision or any other provision in this Authorized User Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Authorized User Agreement constitutes the entire Authorized User Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Authorized User Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

 

Copyright 2020 DeepSync Inc. All rights reserved.