16. GENERAL PROVISIONS
16.1 Governing Law and Venue
These Terms and any disputes arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, to the extent applicable, are expressly excluded from application to these Terms.
16.2 Dispute Resolution and Mandatory Arbitration
Before initiating any litigation or arbitration, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through negotiation between executives with decision-making authority. Either party may initiate the negotiation process by providing written notice to the other party describing the dispute in reasonable detail. Within 15 days after such notice, executives from each party will meet, either in person or by videoconference, to attempt to resolve the dispute.
If the dispute cannot be resolved through negotiation within 30 days after the initial notice, TrustSfer, in its sole and absolute discretion, may elect to either require the dispute to be resolved through binding arbitration as set forth below or permit Customer to file a lawsuit in the courts specified in Section 16.3. TrustSfer will notify Customer in writing of its election within 15 days after the end of the negotiation period. If TrustSfer does not make an election within this timeframe, Customer may file a lawsuit in accordance with Section 16.3.
If TrustSfer elects arbitration, any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in San Francisco, California before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral award may be enforced in any court. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to enforce Intellectual Property Rights or Confidential Information obligations without first engaging in arbitration.
THE PARTIES ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. THE ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES WITHOUT THE EXPRESS WRITTEN CONSENT OF ALL PARTIES.
16.3 Venue for Litigation
If TrustSfer does not elect arbitration pursuant to Section 16.2, or for matters not subject to arbitration, any legal action or proceeding arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably consents to the personal jurisdiction and venue of such courts. Customer waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.
16.4 Injunctive Relief
Customer acknowledges that a breach of Section 3.2 (License Grant restrictions), Section 6 (Acceptable Use Policy), Section 8 (Intellectual Property Rights), or Section 9 (Confidentiality) may cause irreparable harm to TrustSfer and SYNCSFER CORP. for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, TrustSfer will be entitled to seek injunctive relief to prevent or restrain such breach without the necessity of posting a bond or proving actual damages. This right to injunctive relief is in addition to, and not in lieu of, any other remedies available to TrustSfer.
16.5 Notice
All notices, requests, consents, and other communications required or permitted under these Terms must be in writing and will be deemed given when delivered personally, when sent by confirmed electronic mail (provided such email is followed by delivery through one of the other permitted methods within two business days), one business day after being sent by reputable overnight courier service, or three business days after being sent by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth in the Order Form or as updated by notice given in accordance with this section.
Notices to TrustSfer should be addressed to SYNCSFER CORP. d/b/a TrustSfer, Attention: Legal Department, [Insert Physical Address], [City], Delaware [Zip Code], United States of America, with a copy to legal@trustsfer.com. Notices to Customer will be sent to the address provided in the Order Form or to the email address associated with the administrative account. Customer is responsible for ensuring that contact information is current and accurate. TrustSfer may also provide notices through the Services interface or by posting on the TrustSfer website, which will be deemed effective upon posting.
16.6 Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) to the extent such failure or delay is caused by events beyond that party's reasonable control, including but not limited to acts of God, natural disasters, earthquakes, floods, fires, explosions, epidemics, pandemics, war, invasion, hostilities, terrorist acts, riots, strikes, labor disputes, embargoes, government actions, orders of domestic or foreign courts or tribunals, failure of third-party hosting providers or internet service providers, power outages, or malicious attacks such as denial of service attacks. The party affected by a force majeure event must promptly notify the other party and use commercially reasonable efforts to resume performance as soon as practicable. If the force majeure event continues for more than 30 consecutive days, either party may terminate these Terms upon written notice without liability except for payment obligations accrued prior to termination.
16.7 Assignment
Customer may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, including by merger, consolidation, dissolution, or sale of substantially all assets, without the prior written consent of TrustSfer. Any attempted assignment in violation of this section will be null and void. TrustSfer may assign these Terms without Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to SYNCSFER CORP. or an affiliate under common control. Subject to the foregoing restrictions, these Terms will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and permitted assigns.
16.8 Independent Contractors
The parties are independent contractors with respect to each other. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has any authority to bind the other party or to incur obligations on behalf of the other party without the other party's prior written consent. Each party is solely responsible for all costs and expenses it incurs in performing its obligations under these Terms.
16.9 No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and their respective successors and permitted assigns and do not and are not intended to confer any rights or remedies upon any other person or entity, except that SYNCSFER CORP. is an express third-party beneficiary of these Terms with the right to enforce provisions that protect its interests, including but not limited to Sections 8, 9, 11, and 12. Nothing in these Terms creates any third-party beneficiary rights in any individual, including Authorized Users, or any other third party not expressly identified herein. Authorized Users are not parties to these Terms and have no independent rights against TrustSfer or SYNCSFER CORP.
16.10 Waiver
No waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or remedy under these Terms will operate as a waiver of such right, power, or remedy. No single or partial exercise of any right, power, or remedy will preclude any other or further exercise of that or any other right, power, or remedy. A waiver of any breach of these Terms will not constitute a waiver of any other breach of these Terms.
16.11 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent to the greatest extent possible. If such modification is not possible, the invalid, illegal, or unenforceable provision will be severed from these Terms without affecting the validity or enforceability of the remaining provisions.
16.12 Entire Agreement
These Terms, together with the Privacy Policy, applicable Order Forms, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of any conflict or inconsistency between the provisions of these Terms and any Order Form, the Order Form will control with respect to the specific commercial terms set forth therein, but these Terms will control with respect to all other matters. No terms or conditions stated in any Customer purchase order, vendor registration form, or other business form will modify or amend these Terms, and any such additional or different terms are hereby rejected and will be of no force or effect.
16.13 Amendments
TrustSfer may amend these Terms from time to time as provided in Section 1.3. No other amendment or modification of these Terms will be effective unless in writing and signed by authorized representatives of both parties. Any purported amendment, modification, or supplement to these Terms by Customer through purchase orders, vendor portals, or other means will be void and of no effect.
16.14 Interpretation
The headings and captions used in these Terms are for convenience only and will not affect the interpretation of these Terms. The words "including," "includes," and similar terms will be deemed to be followed by "without limitation." References to sections are to sections of these Terms unless otherwise specified. The terms "herein," "hereof," "hereunder," and similar terms refer to these Terms as a whole and not to any particular section. The word "or" is not exclusive. The word "will" has the same meaning as "shall" and is equally mandatory.
These Terms have been prepared in the English language, and the English language version will control in all respects. Any translation of these Terms into another language is provided for convenience only, and in the event of any conflict or inconsistency, the English language version will prevail. If Customer is entering into these Terms on behalf of an organization, references to "Customer" refer to that organization, and the individual accepting on behalf of the organization represents that they have the authority to bind the organization.
16.15 Publicity
TrustSfer may identify Customer as a customer of the Services and may use Customer's name and logo in TrustSfer's customer lists, marketing materials, press releases, website, and investor presentations. TrustSfer will comply with any reasonable trademark usage guidelines provided by Customer in writing. Customer may request in writing that TrustSfer cease using Customer's name and logo, and TrustSfer will comply with such request within 30 days, although TrustSfer may continue to use Customer's name and logo in existing printed materials until depleted. Customer grants TrustSfer and SYNCSFER CORP. a limited, non-exclusive license to use Customer's trademarks solely for the purposes described in this section.
16.16 Counterparts and Electronic Signatures
These Terms and any Order Forms may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Execution and delivery of these Terms or any Order Form by electronic transmission or electronic signature will be deemed as effective as execution and delivery of an original manually signed document. The parties consent to the use of electronic signatures and agree that electronic signatures will have the same force and effect as manual signatures under applicable law, including the Electronic Signatures in Global and National Commerce Act and applicable state electronic signature laws.
16.17 Government Rights
If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data, manuals, and materials, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. The Services were developed fully at private expense, constitute trade secrets and confidential commercial information, and are commercial computer software and commercial computer software documentation within the meaning of the applicable acquisition regulations. Use of the Services by the government is further restricted in accordance with the terms of these Terms.
16.18 Contact Information
For questions, concerns, or notices regarding these Terms, please contact TrustSfer at the following addresses. For general inquiries, support requests, and service-related questions, please email support@trustsfer.com. For legal notices, contract matters, and formal communications, please email legal@trustsfer.com. For billing inquiries, payment issues, and subscription management, please email billing@trustsfer.com. For privacy-related questions, data subject requests, and Privacy Policy matters, please email privacy@trustsfer.com. For security incident reports, vulnerability disclosures, and abuse complaints, please email security@trustsfer.com.
Correspondence by postal mail should be addressed to SYNCSFER CORP. d/b/a TrustSfer, Attention: Legal Department, [Insert Physical Address], [City], Delaware [Zip Code], United States of America.
16.19 Prevailing Language
These Terms are executed in the English language. If these Terms are translated into any other language, the English language version will control and prevail in the event of any conflict or inconsistency between the English version and any translation. All communications, notices, and proceedings relating to these Terms will be conducted in English.
16.20 Corporate Structure
Customer acknowledges and agrees that SYNCSFER CORP. is a Delaware corporation and the legal entity providing the Services, and that TrustSfer is the trade name and brand under which SYNCSFER CORP. conducts business. All references to TrustSfer in these Terms refer to SYNCSFER CORP. d/b/a TrustSfer. SYNCSFER CORP. is the sole party with legal obligations under these Terms and is the proper party for any legal proceedings arising from or relating to these Terms or the Services.
.png){kind=spacer}