Simetric © PRIVACY STATEMENT

The following Privacy Statement explains who we are and the different ways in which we collect, use, and share personal information about you, and how you can exercise your privacy rights. Please take the time to read this Privacy Statement and the related statements in their entirety to ensure you are fully informed. To access a specific policy, you may click on the relevant link below. Note that we may provide additional information about our privacy practices that are specific to one of our events, demonstrations, webinars, products, or services.

Simetric, Inc., including any subsidiaries and affiliates (collectively, “Simetric,” “we,” or “us“) respects the privacy of its customers, business partners, event attendees, job applicants and Website (as defined below) visitors.


If you have any questions or concerns about our use of your personal information, please contact us using the contact details provided at the bottom of this Privacy Statement.

PRIVACY STATEMENT. Our Privacy Statement covers our privacy practices with respect to the collection, use, and disclosure of information obtained: (i) through the Simetric websites that link to this Privacy Statement (our “Website“); and (ii) events hosted by Simetric or our business partners and sponsors where we collect information from attendees (“Events”).

COOKIES POLICY. Our Cookies Policy addresses how we use cookies and other similar tracking technologies when you visit our websites or use our products, services, and mobile applications.

Simetric PRIVACY STATEMENT. Our Privacy Statement covers our privacy practices in connection with the use of our hosted software applications and related support services, as well as expert services, including professional services, trainings and certifications that we provide to customers. This Services Privacy Statement also describes our privacy practices with respect to customer and partner contact information we process in connection with the purchase and use of our products and services or services or technology provided by our partners to our customers.

Simetric is an Equal Employment Opportunity Employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, national origin, age, disability, gender identity, or veteran status.

Purpose

Simetric, Inc., including its subsidiaries and affiliates (collectively, “Simetric,” “we,” or “us“) respects the privacy of its Website (as defined below).

This Privacy Statement (the “Privacy Statement“) describes who we are, the information that we collect about you, how we obtain your personal information, and how we may use or disclose that information in connection with the Website. This Privacy Statement also describes the measures we take to protect the security of your personal information and how you can contact us about our privacy practices, including to exercise your privacy rights.

About Us

Simetric makes work, work better for people. As IoT deployments span thousands to millions of devices traversing global operators, traditional device connectivity platforms do not provide end-to-end visibility required for today’s dynamic management.

Our cloud-based platform Simetric abstracts operator-specific reporting differences at scale creating a symmetric layer where all disparate data attributes are normalized so the user can move beyond “sort and filter” and fragmented data into a synthesized and unified presentation layer.

For more information about Simetric, please see the About Us section of our Website.

Scope

This Privacy Statement only covers our privacy practices with respect to the collection, use, and disclosure of information obtained: (i) through the Simetric websites that link to this Privacy Statement (“Website“); and (ii) event registration or attendance information for events / demonstrations / webinars hosted by us or our business partners where we collect information from registrants and attendees (“Events”).

How We Obtain Information

As further described below, we collect several types of information from and about you that broadly falls into the following categories:

1. Information you voluntarily provide to us:

  • When filling out forms on our Website (including without limitation, name, mailing address, email address, and telephone number).
  • When you post material to our Website, participate in bulletin boards, chat rooms, blogs, comment threads, forums, or other interactive features of our Website, register, or request further information or services from us. 
  • When you register to use a demo or developer instance of our cloud service.
  • When you enter a contest or promotion we sponsor.
  • When you report a problem with our Website.
  • When you contact us.
  • When you complete our surveys.
  • When you register for or attend an Event.
  • Other information you may submit to us related to your use of our Website or attendance to an Event, including without limitation, billing information.

2. Information from third parties.

From time to time, we may collect and use information we receive about you from third parties in connection with your use of the Website or attendance to an Event. For instance, we may receive information about you from our business partners related to your registration information for Events. We may also use third parties for reporting and analytics to measure the effectiveness of our Website and marketing efforts, and to identify areas for improvement.

We may combine information we collect from third parties with information you provide us to update, expand or provide you with tailored information regarding our products, services and Events.

3. Information we collect as you navigate through the Website.

As you navigate through the Website, we may also automatically collect details about your visits Website, including your IP address, usage patterns, traffic data, location data, logs and other communication data and the resources that you access, as well as information about your computer and internet connection, including your operating system and browser type.

We also collect some of this information using cookies and similar tracking technologies. For detailed information, please see our Cookies Policy.

How We Use Information Collected

We may use information that we collect about you for the following purposes:

  • To operate, maintain and improve our Website.
  • To register you for Events you sign up for with us and populate profiles for you in our records.  
  • To provide you with information, products or services that you request from us.
  • To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including without limitation, our Website Terms of Use.
  • To notify you about changes to our Website or obtain any required consent.
  • To allow you to participate in interactive features of our Website, when you choose to do so.
  • For industry analysis, benchmarking, analytics, marketing, and other business purposes. 
  • To track your browsing behavior, such as the pages you visited over time, for analytics and advertising purposes.
  • To communicate with you about Events.
  • To contact you for marketing purposes, in accordance with your marketing preferences (for example, we may use your information to contact you to further discuss your interests in our services and products or other Events).

By registering for sites or activities within the Simetric ecosystem, Simetric will create a Profile on your behalf that will allow you to access any of the other listed sites using the same username and password for all sites. The personal information that may be collected during registration and/or use of any one of these sites that you choose to make public, may be visible to other users of the sites. In addition, your personal information may be used by the other sites for the purposes of enhancing your experience and improving the quality of our services.

If you ask us to contact you about goods and services, we may use your personal information or permit selected third parties to use your personal information to contact you about such goods and services. You can withdraw consent at a later time by clicking on the “unsubscribe” link located in the emails we send you. For more information, see the section on “Your Privacy Rights” below. 

Additional information about our privacy practices with respect to our collection and use of information from events / demonstrations / webinars may be found in additional privacy statements on the registration sites for such Events hosted by us.

How We Share Information Collected

We may disclose personal information that you provide to us to the following categories of recipients:

  • To our contractors, business partners and service providers we use to support our business or who provide services on our behalf.
  • To a potential buyer (and its agents and advisors) in connection with any proposed merger, acquisition, or any form of sale or transfer of some or all of our assets (including in the event of a reorganization, dissolution or liquidation), in which case personal information held by us about you will be among the assets transferred to the buyer or acquirer.
  • To any competent law enforcement body, regulatory, government agency, court or other third party to: (i) comply with any court order, a request from any competent law enforcement agency, or any other legal obligation; (ii) enforce or apply our Website Terms of Use or terms of any other agreement; (iii) and protect the rights, property, or safety of Simetric or others.
  • To any other person with your consent to the disclosure.

We do not sell, rent or trade information collected through the Website with third parties for their promotional purposes. 

Legal Basis for Processing

If you are from the European Economic Area, our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.

However, we will normally collect personal information from you only where we have your consent to do so, where we need the personal information to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may also have a legal obligation to collect personal information from you.

If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided in the “Contact Information” section below.

International Transfer of Data

Simetric stores and processes any information collected in connection with the Website or an Event in: (i) any country where we have facilities, (ii) any country in which we engage service providers; or (iii) any country where Events are held.

If you require further information about our international transfers of personal information, please contact us using the contract details in the “Contact Information” section further below.

Security and Confidentiality

Simetric maintains appropriate technical and organizational measures to protect the personal information obtained through the Website and in connection with Events from accidental or unlawful destruction, loss, alteration, unauthorized disclosure and access. Simetric personnel and service providers with access to personal information collected through our Websites or from Event attendees are required to keep such information confidential and secure.

Retention

We will retain your personal information if we have a business need to do so or for as long as is needed to fulfill the purposes outlined in this Privacy Statement, unless a longer retention period is required by law (for example, to comply with applicable legal, tax or accounting requirements).

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

Your Privacy Rights

We provide you with certain choices regarding the information you provide to us. In particular:

  • If you wish to access, correct, update, or request deletion of your personal information, you can send us an e-mail at privacy@simetric.com. 
  • Certain jurisdictions, for example the European Economic Area, provide their residents specific privacy rights under applicable law. We will process your requests to exercise such rights, including if you object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information, in accordance with applicable data protection laws. You may send us an e-mail at privacy@simetric.com or using the contact details under the “Contact Us” heading below.
  • If you do not wish to receive our email marketing communication for promotional purposes, you may opt-out by clicking on the “unsubscribe” or “opt-out” link in the marketing e-mails we send you. To opt-out of other forms of marketing (such as telemarketing), please contact us using the contact details provided under the “Contact Information” section below.
  • In addition, if we process your personal information in reliance upon your consent, you can contact us at any time to withdraw your consent.
  • You have the right to complain to a data protection authority if you are unhappy about our collection and use of your personal information. For more information, please contact your local data protection authority. Contact details for data protection authorities in the European Economic Area, Switzerland, and certain non-European countries (including the US and Canada) are available here.

We will respond to such requests in accordance with the requirements of applicable data protection laws. Please note that in order to fulfil your request, we may need you to provide certain information to verify your identity.

GENERAL

Do Not Track
While Simetric attempts to honor do not track (“DNT”) instructions we receive from a Visitor’s browser, we cannot guarantee that Simetric will always respond to such signals, in part, because of the lack of common industry standard for DNT technology. We continue to monitor developments in DNT technology and stay apprised of DNT industry standards as they evolve.

Third Party Websites and Applications
This Website may link to websites that are not owned or controlled by Simetric. As such, this Privacy Statement does not apply to information collected on any third-party site or by any third-party application that may link to or be accessible from the Website. This Privacy Statement does not apply to information collected by customers, our business partners, and other third parties or third-party applications or services, even if this information is collected using our Website or at Events.

Public Forums and Blogs
Please note that any information you post or disclose in public forums will become public information and may be available to users and the general public. We urge you to be very careful when deciding to disclose your personal information, or any other information in our public forums. Proper access and use of information provided on the Website, including contributions to our public forums, is governed by our Website Terms of Use and known or suspected violations should be reported to our Privacy team via e-mail at privacy@simetric.com.

Children
We do not knowingly collect personal information from anyone under the age of 16. If you are under 16, please do not attempt to fill out our forms or send any personal information about yourself to us. If we learn that we have collected Personal Information from a child under age 16, we will delete that information promptly.

Changes to Our Privacy Statement
Simetric reserves the right to update or change this Privacy Statement from time to time. If we make material changes to this Privacy Statement, we will notify you through an appropriate online notice or other means (which may include, if we have your contact details, notification by e-mail) and obtain your consent if and where required by applicable law. We ask that you review the Privacy Statement periodically to stay informed about any updates or changes that we may have made.

You can see when this Privacy Statement was last updated by checking the “effective as of” date displayed at the top of this Privacy Statement.

Contact Information
To ask questions or comment about this Privacy Statement and our privacy practices or if you need to update, change or remove your information or exercise any other rights, contact us at: privacy@simetric.com.

Or

Simetric, Inc.
Attn: Privacy
6230 Shiloh Road Suite 210
Alpharetta, GA 30005

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: marketing@simetric.com.

This website is operated by Simetric, Inc. (the data controller), which is a Delaware corporation located at 6230 Shiloh Road Suite 210 Alpharetta, GA 30005. 

Simetric® Cookies Policy

Simetric, Inc. (“Simetric” or the “Company”) respects the privacy of visitors to its Website (as defined in our Privacy Statement). The Simetric Cookies Policy (the “Policy”) applies to the Simetric Website and describes the information we collect by automated means through the use of information gathering tools, such as cookies and web beacons.

Cookies

Cookies are small pieces of information or text that are issued to your computer when you visit a website and are used to store or track information about your use of the site.

Simetric may use both session-based and persistent-based cookies. Session-based cookies exist only during your web session and expire when you close your internet browser. Persistent-based cookies are files that stay in one of your browser’s subfolders until you delete them manually or your browser deletes them based on the duration period contained within the persistent cookie’s file.

Simetric uses cookies for several reasons. Some cookies are strictly necessary to enable core site functionality. We refer to these as “required” cookies. For example, we may use required cookies to authenticate your access to various areas of our Website. Other cookies allow us to enhance your browsing experience, tailor content to your preferences, and make your interactions with our Website more meaningful. We refer to these as “functional” cookies. For example, we may use functional cookies to determine whether you have visited our Website before and inform us about site features in which you have interest, thereby permitting us to better tailor our Website content. Functional cookies also allow us to analyze Website traffic so we can measure and improve performance and speed up your searches.

In addition to required and functional cookies, some third parties may issue cookies through our Website to serve ads that are relevant to your interests based on your browsing activities. These third parties may also collect your browser history or other information to determine how you reached our Website and the website you visit when you leave our Website. Information gathered through these automated means may be associated with the personal information you previously submitted on our Website.

Do Not Track

While Simetric attempts to honor do not track (“DNT”) instructions we receive from your browser, we cannot guarantee that Simetric will always respond to such signals, in part because of the lack of common industry standard for DNT technology. We continue to monitor developments in DNT technology and stay acquainted of DNT industry standards as they evolve.

Web Beacons

Web beacons (also known as internet tags, pixel tags, and clear GIFs) are clear electronic images that can recognize certain types of information on your computer, such as the type of browser used to view a website page, when you viewed a particular site linked to the Web beacon, and a description of a site tied to the Web beacon. Certain pages on our Website may contain such Web beacons, which the Company uses to operate and improve the Website.

IP Addresses

An IP address is a unique identifier that certain electronic devices use to identify and communicate with each other on the Internet. When you visit our Website, we may view the IP address of the device you use to connect to the Internet. We use this information to determine the general physical location of the device and the geographic regions of our visitors.

Your Choices

You can stop cookies being downloaded to your computer by selecting the appropriate settings on your browser. Most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies.  You can find out how to do this for your particular browser by clicking “help” on your browser’s menu or by visiting www.allaboutcookies.org. You may also opt out of certain functional and advertising cookies by clicking on our Cookie Preferences. Please note that this does not opt you out of being served generic ads. In addition, without cookies you may not be able to take full advantage of our Website features.

Contact Information

To ask questions or comment about our information practices, please contact us at: privacy@simetric.com.

You may also write to us at:

Simetric, Inc 

Attn: Legal
6230 Shiloh Road Suite 210
Alpharetta, GA 30005
United States

WEBSITE TERMS OF USE

As of April 1, 2020

1. Acceptance of the Terms of Use

The following terms and conditions, together with any referenced documents (collectively, “Terms of Use”) are a legal agreement between you and your employees, agents, contractors and any other entity on whose behalf you accept these terms (collectively, “you” and “your”), and Simetric, Inc. (“Simetric,” “we,” “us” and “our”). The Terms of Use apply to Simetric’s Website (as defined below).

IMPORTANT: THESE TERMS OF USE FORM A BINDING CONTRACT BETWEEN YOU AND US WHEN ACCEPTED BY YOU.   YOU ACCEPT THESE TERMS OF USE BY  (1) ACCESSING OR USING THE WEBSITE, (2) INDICATING ACCEPTANCE OF THESE TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT; OR (3) EXERCISING OR PURPORTING TO EXERCISE ANY OF THE RIGHTS GRANTED TO YOU UNDER THESE TERMS OF USE.  THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY AND COMMIT FUNDS ON ITS BEHALF.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITE. 

The term “Website” means Simetric public websites. The term “Website” does not include the Simetric Products (as defined below) regardless of the domain name used to access such Simetric Products.

The Website provides several types of resources, including one or more of the following: areas to interact with the Website and the user community such as message boards, chat rooms, forums, bulletin boards, training modules, user ratings, user reviews, and other related interactive and social features (collectively, the “Community Services”); information, software, text, displays, images, video, audio recordings, and user interfaces included in or generated by the Website, and the design, selection and arrangement thereof, except that provided expressly and conspicuously under a third-party license (collectively, the “Website Content”); product specifications and product documentation (collectively, “Documentation”); software such as application program interfaces, update sets, development tools, code snippets and sample code, not including Apps (defined below), published by Simetric to permit customization and configuration of Simetric Products (collectively, “Development Tools”); and non-production instances of the Simetric Products (“Non-Production Instances”). Your right to use of the Website, including Community Services, Website Content, Documentation, Development Tools and Non-Production Instances, is subject to and conditioned on your acceptance of these Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. All material changes apply prospectively only. Changes to the dispute resolution procedures set forth in the section titled Governing Law and Jurisdiction shall not apply to disputes for which the parties had actual notice as of the date the change was posted on the Website. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.  When accepted by you, the revised Terms of Use automatically revoke any license or other rights that we granted to you under the prior version.

Personally identifiable information collected about you by this Website is treated in accordance with the Privacy Policy, which is hereby incorporated into these Terms of Use by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must exit the Website.

Access

We reserve the right to terminate or modify the Website including any of its content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Website to registered users or another subset of users. You are solely responsible for making all arrangements necessary for you to access the Website.

Accounts

To access portions of the Website or certain resources, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Website, and you hereby represent and warrant, that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current and complete. If you choose, or you are provided with, a user name, password or other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify Simetric of any unauthorized use of your username or password or any other breach of security. You must logout from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Simetric has the absolute right to disable any username or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms of Use.

Simetric Products

The “Website” does not include Simetric Products. “Simetric Product” means the Simetric platform and any Simetric applications or subscription services, including those customarily provided by us only to our paying customers, along with professional services, support, and maintenance, and any other products or services offered for sale by Simetric.  Simetric Products do not include Non-Production Instances or Apps (as defined below). You must purchase access to Simetric Products pursuant to a separate Master Services Agreement or other agreement with Simetric (“Subscription Agreement”).

2. Use of the Website

Posting

You and other third-party users of the Website may be permitted to post, submit, contribute, publish, display, make available or transmit to others (hereinafter, “post“) content, materials or hosted applications (collectively, “User Contributions” and together with contributions officially posted by Simetric, “Contributions”) on or through the Website. Posting permits our customers, partners, developers, prospective customers, employees and other interested parties to share information, exchange ideas, expertise and experience, ask questions, provide solutions, share technology advances and obtain product information. To foster a vibrant, thriving, and friendly community, we may enforce standards for appropriate content and prohibit uses antithetical to the intended community environment. User Contributions are considered non-confidential and non-proprietary, and you hereby grant to Simetric a perpetual, irrevocable, royalty-free, fully-paid, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, make derivative works of, publicly display, publicly perform, make, use, sell, translate and disclose to third parties any User Contributions that you post for any purpose. We are under no obligation to post or use any User Contributions and reserve the right to edit or remove User Contributions that violate these Terms of Use in our sole discretion.

To the extent you have purchased support rights under your Agreement, do not use Community Services for the escalation of support issues.  Contact Simetric Support as provided in your Agreement.

You are solely responsible for any User Contribution that you post, including its legality, reliability, accuracy and appropriateness. Simetric is not responsible for (and has no liability with respect to) any User Contribution. You represent and warrant that you own or control all rights in and to the User Contributions that you post and have the right to grant Simetric and its affiliates the license granted above. You represent and warrant that all of your User Contributions do and will comply with these Terms of Use, and you agree to defend, indemnify and hold Simetric and its affiliates and licensors harmless for any breach of that representation and warranty. Opinions expressed in User Contributions are those of the party posting the User Contribution and do not necessarily reflect the opinion of Simetric.

Code of Conduct

You agree to comply with the following code of conduct in your use of the Website:

  • Be polite and courteous. Respect and treat others as you would expect to be treated yourself.
  • Respect your audience. Posts should not upset, annoy, threaten, harass, abuse or embarrass other members.
  • User Contributions may not include material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Lively and collegial discussions are always encouraged in a healthy community. It is okay to argue facts but not okay to argue personalities or personal beliefs.
  • Do not use text formats such as all caps or bold that may be read as annoying, rude or send a strong message.
  • Avoid using abbreviations or terminology that others may not understand. An abbreviation may mean something to you but in another context or country, it may have another meaning.
  • Be accountable for your actions by correcting your mistakes and indicating where you have changed a previous post of yours.

Prohibited Uses

You agree not to access or use the Website in any manner:

  • That violates any applicable federal, state, local or international law or regulation, or advocates, promotes or assists in any unlawful act, constitutes an illegal threat or violates export control laws.
  • That violates the rights of any person or entity that may give rise to civil or criminal liability under applicable laws or regulations applicable to you, another user, and/or Simetric, including violation of privacy or publicity rights, infringement of any copyright, patent, trademark, trade secret or other intellectual property right, or conflicts with these Terms of Use or the Privacy Policy.
  • To transmit or introduce offensive materials, including those involving profanity, violence, sexual conduct, pornography or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • To monitor or attempt to gain unauthorized access to: (a) an account or computer not belonging to you; (b) any data, information or communications on any network or system not owned by you, without authorization; (c) any system or network user accounts or passwords of other users, without authorization; or (d) e-mail addresses, screen names or other identifiers without the consent of the person identified (including, without limitation, phishing, password robbery, spidering and harvesting).
  • That is false, deceptive, misleading or fraudulent, including but not limited to: (a) any attempt to impersonate any person or entity, including any other user, Simetric or a Simetric employee; (b) to misrepresent your identity or affiliation with any person or organization; and (c) any attempt to give the impression that you are posting materials from any person or entity other than yourself if that is not the case, including but not limited to altering your IP source address.
  • To use, transmit or introduce: (a) information protected under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or subject to the Health Information Technology for Economic and Clinical Health (HITECH) Act; or (b) non-public sensitive or personally identifiable information including but not limited to driver’s license numbers, passport numbers, social security numbers, tax identification numbers, voter registration numbers or similar identifying numbers, health information, or financial information including bank, checking, credit card, debit card, or other account numbers.
  • For the purposes of recruiting, advertising, solicitation or commercial activities of any kind without the express written consent of Simetric, including, but not limited to: (a) promotions, contests, sweepstakes, barter, advertising or pyramid schemes; and (b) the transmission of, or procurement of sending, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
  • To monitor or copy materials on the Website for any unauthorized purpose or access the Website via any automatic device, process or means of access such as a robot or spider.
  • That may have a detrimental effect on the Website’s function, user interaction or security, including but not limited to: (a) gaining unauthorized access to, or attempting to compromise the security of, any network, system, computing facility, equipment, data or information; (b) attempting to intercept, redirect or otherwise interfere with communications intended for others; (c) disabling, damaging, overburdening or impairing the Website or any server, computer or database connected to or accessed by the Website; (d) modifying, blocking or otherwise interfering with the display of the Website; (e) interfering with another user’s ability to access, use and enjoy the Website; (f) accessing another user’s registration information or user account without that user’s express written permission; (g) transmitting or introducing any malicious or technologically harmful element to the Website such as a spyware program, virus, Trojan horse, worm or logic bomb; (h) performing, without Simetric’s express prior written authorization, scalability testing, load testing, probing, scanning, penetration or vulnerability testing of the Website, including without limitation the Community Services; and (i) engaging in any activities that results in any server being the target of a denial of service attack.

Notification of Violation. 

If you become aware of any violation of these Terms of Use by any person, including other users or third parties, you must immediately notify Simetric via e-mail to security@simetric.com.

Simetric Disclaimer.

We may, but are under no obligation to, monitor or censor comments made by users or content provided by contributors and we are not responsible for the accuracy, completeness, appropriateness or legality of anything posted, depicted or otherwise provided by third-party users and we disclaim any and all liability relating thereto.

3. Non-Production Instances

Simetric may provide you with temporary access to a non-production instance of the Simetric Products upon your request to the Website (each a “Non-Production Instance”). Unless subject to a separate written or click-accept agreement at the time of registration, access to and use of any and all Non-Production Instances shall be governed by these Terms of Use, including without limitation the intellectual property and limitation of liability sections herein. If a click-accept agreement is made available to you at the time of registration for access to Simetric services or products, then in the event of any conflict between that agreement and these Terms of Use, that agreement shall supersede these Terms of Use to the extent of the conflict.

Subject to compliance with these Terms of Use, Simetric authorizes you to access and use the Non-Production Instance solely for your own internal use to evaluate the Simetric Products. Simetric may update, upgrade, add or remove plugins and functionality, and otherwise modify the Non-Production Instance in its sole discretion without notice to you. Access to Simetric technical support resources is not provided with a Non-Production Instance.

You may not use the Non-Production Instance with production data or to provide services to others, including services of implementation, customization or configuration of the Subscription Service.  You may not transfer, sublicense, distribute or otherwise provide third parties access to any applications, integrations or other material that you develop using the Non-Production Instance.  If you need to access the Subscription Service on a production basis or to provide services or develop Apps for others, please contact Simetric to discuss commercial offerings.

THE NON-PRODUCTION INSTANCE AND OTHER SIMETRIC CORE TECHNOLOGY (AS DEFINED BELOW) ARE PROVIDED TO YOU UNDER THIS AGREEMENT AT YOUR OWN RISK AND “AS-IS” WITHOUT WARRANTY OF ANY KIND. You shall input only non-sensitive, non-production data into the Non-Production Instance. Simetric shall have no obligation or liability for or with respect to a Non-Production Instance, including without limitation: warranty, support, reliability, backup, performance or service level, refund, service credits, loss of use or loss of data.

You shall treat your login credentials to, and the contents of (with the exception of data inserted by you), the Non-Production Instance as confidential information and shall not disclose it to any third party. You agree to provide any required disclosures to and obtain any required consents for the transfer of your data to Simetric in connection with your use of the Non-Production Instance. Simetric shall not be responsible for compliance with any laws applicable to you and your industry that are not generally applicable to information technology service providers. You agree that Simetric may collect, use and disclose quantitative data derived from the use of the Non-Production Instance for industry analysis, benchmarking, analytics, marketing, and other business purposes.  All data collected, used, and disclosed regarding your use of a Non-Production Instance will be in aggregate form only and will not identify you.

4. Intellectual Property

Website

The Website in its entirety including the, Website Content and is owned by Simetric or our licensors and is protected by United States and international laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights. You are permitted to use the Website only for legitimate business purposes related to your role as a current or prospective customer, developer, partner, supplier or distributor of Simetric. You shall not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Website Content without Simetric’s express prior written consent or except as expressly provided in these Terms of Use.

Simetric Technology

As between Simetric and you, all rights, title, and interest in and to all intellectual property rights in the Simetric Technology are owned exclusively by Simetric notwithstanding any other provision in these Terms of Use. Except as otherwise expressly provided in these Terms of Use, Simetric reserves all rights in the Simetric Technology and does not grant you any rights, express or implied or by estoppel. As used herein, “Simetric Technology” means: (a) the Non-Production Instance, Development Tools, Documentation and Simetric technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing, however made, and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.

User Technology

As between you and Simetric, you shall retain all rights, title, and interest in and to its intellectual property rights in the electronic data uploaded by you (excluding Simetric Technology), and User Technology. You hereby grant to Simetric a perpetual, irrevocable, royalty-free, fully-paid, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, make derivative works of, publicly display, publicly perform, make, use, sell, translate and disclose to third parties any User Technology or data uploaded by you in the Non-Production Instance solely for the purpose of providing the Non-Production Instance to you. As used herein, “User Technology” means software, methodologies, templates, business processes, documentation or other material authored, invented or otherwise created or licensed (other than by or from Simetric) by you using or for use with the Non-Production Instance, excluding the Simetric Technology.

Simetric Trademarks

Simetric ®, the Simetric logo, and other Simetric marks are trademarks and/or registered trademarks of Simetric, Inc., or its affiliates or licensors, in the United States and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated. 

Development Tools

Development Tools available for download are the copyrighted works of Simetric and/or third-party providers. Subject to these Terms of Use, we grant you a limited, revocable, non-transferable, non-exclusive and non-sublicensable license to reproduce and use the Development Tools for your own internal business use, solely to evaluate Simetric Products. If there are license terms accompanying any specific Development Tool, such accompanying license terms shall control over these Terms of Use. Simetric has no obligation to provide support services for, or updates to, the Development Tools.

If you use Development Tools to create software that communicates or otherwise interoperates with the Simetric Products, you agree that such software will exclusively use the Simetric APIs provided with the Development Tools to communicate with the Simetric Products. You agree that such software shall not circumvent these APIs or otherwise use APIs that diminish Simetric’s ability to isolate errors when providing customer support. Development Tools are proprietary information of Simetric.  You shall not distribute Development Tools to any third party and will not use the Development Tools to develop any software product that is operable apart from the Simetric platform.

Documentation

The Documentation available on the Website is the copyrighted work of Simetric and/or third-party providers. Subject to these Terms of Use, we grant you a limited, revocable, non-transferable, non-exclusive and non-sublicensable license to make a reasonable number of copies of the Documentation for your internal business use in connection with your separately authorized use of Simetric Products. No right to sublicense or distribute the Documentation is granted herein.

User Contributions

No rights are granted to you with respect to User Contributions (not including Apps, which are treated as described above) other than the limited, personal, non-exclusive license to reproduce User Contributions as necessary to display the User Contributions on a machine that you use to interact with the Website.

Third Party Content

Third-party materials and free and open source software (not including Apps) (“FOSS”) provided by us to you may be accompanied by licensing terms, in which case such licensing terms shall govern your use of that third-party software or FOSS. Mention of third parties and third-party products in any materials, advertising, promotions or coupons provided to you is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third-party product specifications and descriptions are supplied by the respective vendor or supplier, and Simetric shall have no responsibility with regard to the selection, performance or use of such vendors or products. To the extent you access or use such software, all understandings, agreements or warranties, if any, shall be directly between the vendor and you.

Restrictions

No right, title or interest in or to the Website including Website Content and Contributions or Simetric Technology, is transferred to you.  

There are no implied licenses under these Terms of Use.  Simetric reserves all rights not expressly granted to you herein.  Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Simetric Technology is licensed and not sold even if for convenience Simetric makes reference to words such as sale or purchase.

You shall not (and shall not permit others to) do any do any of the following with respect to the Website or Simetric Technology: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or time share it or otherwise make any of it available for access by third parties, including any derivative works of Simetric Technology irrespective of which party authors such derivative works;  (b) use it on a production basis or with production data or use it to provide services to others including services of implementation, customization or configuration of the Subscription Service; (c) disassemble, decompile or reverse engineer it, particularly for the purpose of developing any product or services competitive with the Subscription Service generally; (d) subject to the preceding clause, use or access it for the purpose of developing products or service competitive with the platform component of the Subscription Service (competitive applications, however, are permitted); (e) copy, create derivative works of, or otherwise modify it, except as expressly permitted hereunder; (f) disrupt its security, integrity or operation; (g) remove or modify a copyright or other proprietary rights notice in it; (h) use it to reproduce, distribute, display, store, transmit or use material or content protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (i) use it to damage the property of another; (j) use it in any manner which violates any applicable law or regulation; (k) use it in a manner that temporarily or permanently alters, erases, removes, copies, modifies, halts or disables any Simetric or third-party data, software or network (not including modifications to the Configurable Elements or any data uploaded into the Subscription Service by Participant) without authorization; (l) use it to create, use, send, store or run viruses or other harmful computer code; (m) use it in any manner that disables, hacks or interferes with any security, digital signing, digital rights management, verification or authentication mechanisms; or (n) use it in any manner that, in Simetric’s reasonable judgment, circumvents the ordinary use or operation of the Subscription Service or APIs, disrupts Simetric’s pricing structure or ability to provide services or support to Customers, or allows any party to access Simetric Technology in excess of such party’s authorized or normally intended use.

Before Participant exercises any of the foregoing actions that Participant believes it is entitled to, based on mandatory law, Participant shall provide Simetric with thirty (30) days prior written notice at legal@simetric.com, or, if applicable law or the relevant court order does not allow for thirty (30) days’ notice, the maximum amount of notice allowable, and provide all reasonably requested information to allow Simetric to assess Participant’s claim and, at Simetric’s sole discretion, to provide alternatives that reduce any adverse impact on Simetric’s intellectual property or other rights.

Please contact Simetric if you need to make use of Simetric Technology that is not permitted under these Terms of Use.   Partner programs and commercial end user agreements may be available to meet your needs.

If you enter into a separate agreement with Simetric that provides additional or different license terms with respect to Simetric Technology, including a Master Services Agreement, Reseller Agreement , Referral Agreement, Developer Agreement, or Technology Partner Agreement, then the terms of that separate agreement shall control over these Terms of Use with respect to such Simetric Technology.

5. Linking

Linking to the Website

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You are prohibited from linking to any other page of the Website without our express written permission. We reserve the right to withdraw linking permission without notice. The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the homepage. You must not establish a link from any website that is not owned by you. You agree to cooperate with us in stopping any unauthorized framing or linking.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links from advertisers, including banner advertisements. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the applicable terms and conditions of use for such websites.

6. Monitoring, Enforcement and Feedback

Simetric has the right but not the obligation to:

  • Remove or refuse to post any User Contribution and/or terminate your access to all or part of the Website for any reason or no reason, in our sole discretion, including without limitation any violation of these Terms of Use or the Privacy Policy.
  • Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

Without limiting the foregoing, Simetric has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD SIMETRIC HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SIMETRIC DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SIMETRIC OR LAW ENFORCEMENT AUTHORITIES.

Simetric can neither review all material before it is posted on the Website nor ensure prompt removal of objectionable material after it has been posted and assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third parties. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

Feedback & Suggestions

Simetric shall have a perpetual, irrevocable, royalty-free, fully-paid, sublicensable, transferable, non-exclusive, worldwide license to make, use, sell, offer for sale, import or otherwise use or commercially exploit for any purpose, any feedback, comments, suggestions, communications, and requests for improvements or enhancements relating to the Website and the Simetric Products.

7. Legal Considerations

Confidentiality

You agree that the configuration and information contained in a Non-Production Instance, Apps and any information provided to you in connection with a Simetric event will be considered and referred to as “Simetric Confidential Information”). Notwithstanding the foregoing, Simetric Confidential Information shall not include: (a) information that is generally and legitimately available to the public through no fault or breach of yours; (b) information that is generally made available to the public by us; (c) information that is independently developed by you without the use of any Simetric Confidential Information; (d) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation; or (e) any third-party software and/or documentation provided to you by us and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.

Unless otherwise expressly agreed or permitted in writing by Simetric, you agree not to disclose, publish, or disseminate any Simetric Confidential Information to anyone. You agree not to use Simetric Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of Simetric in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Simetric Confidential Information. You acknowledge that unauthorized disclosure or use of Simetric Confidential Information could cause irreparable harm and significant injury to Simetric that may be difficult to ascertain. Accordingly, you agree that we will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies we may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose Simetric Confidential Information, you may make such disclosure, but only if you have notified us before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as Simetric Confidential Information.

Paid Content

Certain parts of the Website may grant you access to certain proprietary content (including, without limitation, training modules, video presentations and audio recordings) that we may make available to you from time to time for a separate fee (“Paid Content”). Paid Content shall be considered Simetric Confidential Information, unless otherwise agreed or permitted in writing by Simetric. You may not share the Paid Content with anyone, including, without limitation, employees and contractors working for the same entity as you. Subject to these terms and conditions, we grant you a non-exclusive, non-transferable, personal license to access and use the Paid Content upon your purchase, provided that you may only download one (1) copy of the Paid Content and such download must be completed within the time period specified by us for such download. Except as expressly permitted by us, you shall not modify, translate, reproduce, distribute, or create derivative works of the Paid Content or any part thereof. You shall not sell, sublicense, rent, lease, loan, assign or otherwise transfer any rights in the Paid Content. We and/or our licensor(s) retain ownership of the Paid Content itself and any copies or portions thereof. The Paid Content is licensed, not sold, to you by us for use only under this Agreement, and we reserve all rights not expressly granted to you. Your rights under this license to use and access the Paid Content will terminate automatically without notice from Simetric if you fail to comply with any of these provisions.

Copyright Infringement

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by submitting written notification (a “DCMA Notice”) to our copyright agent (designated below) in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”)

Our designated Copyright Agent to receive DMCA Notices is:

Simetric, Inc.
Attn: Legal Department
6230 Shiloh Road Suite 210  Alpharetta, GA 30005
Copy to legal@simetric.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

If you believe that material you posted on the site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us by submitting written notification to our copyright agent (identified above) pursuant to the DMCA.

It is the policy of Simetric to terminate the user accounts of infringers.

Regional Legal Considerations

The Website can be accessed from countries around the world.  Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Access to the Website from territories where the Website or any of its services or products are illegal is prohibited. You acknowledge that you remain responsible at all times for your compliance with U.S. and all applicable export and related statutes and regulations.

Disclaimer of Warranties

Simetric cannot and does not promise or warrant that any aspect of the Website, including the Community Services, Documentation, Development Tools, Store, Apps, or any other Website Content is free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.  SIMETRIC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

AS BETWEEN YOU AND SIMETRIC, YOUR USE OF THE WEBSITE AND NON-PRODUCTION INSTANCES, INCLUDING COMMUNITY SERVICES, USER CONTRIBUTIONS, APPS, DEVELOPMENT TOOLS, DOCUMENTATION AND ANY OTHER WEBSITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING THE WEBSITE CONTENT, NON-PRODUCTION INSTANCES AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, ARE PROVIDED TO YOU BY SIMETRIC ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SIMETRIC NOR ANY PERSON ASSOCIATED WITH SIMETRIC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, SUITABILITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER SIMETRIC NOR ANYONE ASSOCIATED WITH SIMETRIC REPRESENTS OR WARRANTS THAT THE WEBSITE, INCLUDING THE WEBSITE CONTENT OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

SIMETRIC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE, THE WEBSITE CONTENT, NON-PRODUCTION INSTANCES OR ANY SERVICES OR ITEMS OBTAIN THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. YOU MAY RECEIVE WARRANTIES FROM THE CONTRIBUTOR OF AN APP PURSUANT TO THE APP CONDITIONS UNDER WHICH SUCH APP IS PROVIDED TO YOU; HOWEVER, SIMETRIC SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO SUCH WARRANTIES OR ANY OTHER TERM IN THE APP CONDITIONS.

Limitation of Liability

EXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL SIMETRIC, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, INCLUDING ANY COMMUNITY SERVICES, NON-PRODUCTION INSTANCE, USER CONTRIBUTIONS, APPS, WEBSITE CONTENT OR SERVICES OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

Indemnification

To the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold us, our affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and other costs of defense) resulting from your violation of these Terms of Use or your use of the Website, user data, Development Tools and Non-Production Instances (including anything that you develop using the Development Tools and Non-Production Instances), including, without limitation, any use of the Website’s content, unpaid tax liability, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website. We will be entitled, at our sole expense, to participate in the defense and settlement of the claim or action with counsel of our choosing.  You may not settle any claims without our prior written consent (which will not be unreasonably withheld). You shall have no obligation to indemnify Simetric against a claim to the extent that a claim is based on the alleged infringement of intellectual property rights by the Simetric Products (independent of your App or other products or services of yours).

Export Restrictions

You may not access, download, use or export materials posted to the Website in violation of U.S. export laws or regulations or in violation of any other applicable export or import laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority.

You acknowledge that the Non-Production Instances, Apps, Documentation and Development Tools are subject to the U.S. Export Administration Regulations (the “EAR”) and you shall comply with the EAR. Without limiting the foregoing, you represent and warrant that: (a) you are not located in, and shall not use the Documentation and Development Tools from, any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan and Syria); (b) you shall not use the Documentation and Development Tools in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, sounding rockets or unmanned air vehicle systems; and (iii) you are not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, you are responsible for complying with any local laws that may impact your right to import, export or use the Documentation and Development Tools.

U.S. Government Rights

All Simetric software is commercial computer software and all services are commercial items. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the services are acquired by or on behalf of a civilian agency, We provide the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of these Terms of Use as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the services are acquired by or on behalf of any agency within the DOD, we provide the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of these Terms of Use as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses Government rights in computer software or technical data.

Waiver and Severability

No waiver of these Terms of Use by us shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ours to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Third Party Beneficiaries

There are no third-party beneficiaries to these Terms of Use.

Classification of Website and Simetric Products

In the event of a dispute, the categorization of any subject matter as either the Website or a Simetric Product shall be made by Simetric in its sole discretion, and Simetric may reclassify as a Simetric Product subject matter previously included in the Website.

Termination

Simetric may terminate these Terms of Use at any time for any reason by giving you written notice, and all licenses, permissions and other rights granted to you hereunder shall immediately terminate (including the license rights granted by third parties under Section (Store and Share) herein to permit you to user their Apps).  Notwithstanding the termination of these Terms of Use for any reason, Sections  (Intellectual Property) and (Legal Considerations) herein shall survive.

Governing Law and Jurisdiction

These Terms of Use and any dispute or claim arising out of, or related to, them, their subject matter or their formation (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 Georgia in the United States without giving effect to any choice or conflict of laws provision or rule (whether of the State of Georgia or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in Atlanta, GA 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 hereby irrevocably waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.  For the avoidance of doubt, these Terms of Use do not supersede any Subscription Agreement or other agreement pursuant to which you have been granted the right to use or access a Simetric Product, except to the extent that these Terms of Use provide that Apps or other Website Content are not subject to warranty or entitled to support, service credits, refunds, or other service entitlements under a Subscription Agreement.

2020 © Simetric, Inc. All rights reserved.