Oxygen Feedback User Terms

Effective Date: October 21, 2019

Welcome to the Oxygen Feedback platform (the “Platform”), owned and operated by Syncro Soft SRL (“Syncro,” “we,” “us” or “our”). The platform is a modern online comment management platform that provides a simple and efficient way for a community to interact and offer feedback on a website content. These Terms of Service (“the "Agreement"”) constitute a binding contract between you, either an individual or an entity user (“you, "your”) and Syncro governing your use of the Platform.

BY ACCESSING OR USING THE PLATFORM, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MUST NOT ACCESS OR USE THE PLATFORM. This Agreement is effective as of that date that you accept it. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

“Account” means the account setup for the purpose of accessing and using the Platform.

“Publisher" is an organization or other third party, that has separately agreed to our Publisher Additional Terms.

“Publisher Site(s)” means a website, URL, web page or software application, owned or operated by a Publisher on which the Platform is used to allow users to, among other things, send feedback and interact with the content of the Publisher Site.

"Your Feedback" means your content or information that you upload post to, or transmit, display, perform or distribute by means of the Platform to a Publisher Site.

2. Eligibility

This Platform is not for persons under the age of 16 or for any users previously suspended or removed from the Platform by Syncro. Furthermore, by using the Platform, you affirm that either you are at least 16 years of age or have been authorized to use the Platform by your parent or legal guardian who is at least 18 years of age and entered into this Agreement on your behalf. If you are using the Platform on behalf of an entity, organization, or company, then you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization.

3. Your Account

In order to use the Platform, You must apply for an Account and provide true, accurate, current and complete information about Yourself as requested in the registration form. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party. You agree to notify Syncro immediately at sales@oxygenxml.com of any breach of security or unauthorized use of your Account.

You may also be able to register to use the Platform by logging into your Account with your credentials from certain third party social networking sites ("Third Party Services") (including, but not limited to Facebook, Google, etc). You confirm that you are the owner of any such Third Party Services account and that you are entitled to give us permission to access and use your data from your Third Party Services Account as permitted by the Third Party Services and as permitted herein to provide the Service, and to store your login credentials for such Third Party Services.

If you operate as an anonymous user and do not register and create an Account you will still be bound by this Agreement by virtue of your use and the reasonable implication that such use of the Platform would require acceptance of reasonable terms of use such as these. The content of your anonymous posts is shared with the public but the identity of the user who submitted the post is kept hidden from the public. However, this author identity information (IP address) is made known to the moderators for the purpose of preventing abuse of the anonymous post feature. This feature should not be used in situations where anonymity is not necessary. In addition, it must not be used to post anything which violates our usual posting guidelines.

To access most features of the Service pertaining to organizations, you must apply for an Account on behalf of your Publisher (“Publisher Account”). See Publisher Additional Terms.

4. Proprietary Rights and Licenses

License by Us. Subject to the terms and conditions of this Agreement, We hereby grant to You a revocable, non-exclusive, non-transferable, limited license, non-sublicensable, to access and use the Platform in accordance in strict compliance with the provisions of this Agreement.

License By You. We do not claim ownership of Your Feedback. However, we do need certain rights from You, with respect to Your Feedback, in order to operate the Platform. Therefore, with respect to Your Feedback, You grant us and you represent and warrant that you have all rights necessary to grant us a perpetual, non-exclusive, royalty-free, worldwide, transferable, sublicensable license to publicly display, communicate, distribute, host, publicly perform, publish, reproduce, make modifications or derivative works, and use Your Feedback in connection with the Platform, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels for the purpose of operating the Platform. This license also extends to any trusted third parties we work with to the extent necessary to provide the Platform to You.

You further agree that the Publisher is free to use, without any attribution or compensation to You, any ideas, recommendations, suggestions, enhancement requests, concepts, know-how or techniques contained in any of Your Feedback that you send to the its Publisher Site, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such of Your Feedback; and without obligation, remuneration or attribution of any kind to you or anyone else. Except as prohibited by law, you waive any moral rights you may have in any Your Feedback you submit.

5. Restrictions on Use of the Platform

General Restrictions

General Restrictions. Without limiting the generality of this Agreement, in using the Platform, You specifically agree not to do any of the following:

attempt to use, or use the Platform for any illegal purpose, or in violation of this Agreement or any applicable local, state, national, foreign or international law or regulation, intentionally or unintentionally;
misuse or otherwise use the Platform in an excessive manner compared to the anticipated standard use (examined, at our sole discretion), including without limitation, consuming a massive amount of storage or excessive use of bandwidth or using any automated system that accesses or places demands on the Platform of more frequency or size than a human can reasonably produce in the same period by using a conventional online web browser.
use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Platform for any use, including without limitation use on third-party websites;
attempt to probe, scan, or test the vulnerability of the Platform, or any associated system or network, or breach or circumvent any security or authentication measure;
modify, translate, or otherwise create derivative works of any part of the Platform; or use the Platform in any service bureau arrangement;
use a name of another person with the intent to impersonate that person or falsely state or otherwise misrepresent your affiliation with a person, organization or entity; or a name that is otherwise offensive, vulgar or obscene.
remove, obscure, or alter Syncro's attribution or copyright notices, or use or display logos of the Platform without Syncro’s prior written approval;

User Content Restrictions

You shall not use the Platform to upload, post, transmit, display, perform or distribute any content, information or materials that:

is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature or invasive of another’s privacy;
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
contains any worms, viruses, or other harmful, disruptive, or destructive files, code, or programs;
discloses or references any personally identifiable or sensitive financial information belonging to you or a third party;
constitutes unauthorized or unsolicited advertising, including without limitation promotions or advertisements for products or services;

Site Control. User Disputes

Syncro does not control the Platform as made available by means of a Publisher Site. Publisher's named administrators and moderators reserve the right, in their sole discretion, to approve, delete or modify Your Feedback or block Your access on their Publisher Sites. You should contact the Publisher Site administrator directly with any complaint, grievance or problem. Syncro reserves the right, but disclaims any perceived, implied or actual duty, to monitor disputes between Platform users. You agree to hold Syncro harmless in connection with any dispute or claim You make against any other user.

6. Privacy and Security

Security

We maintain reasonable physical, electronic, and procedural safeguards and personnel policies, consistent with applicable laws that are designed to guard the Platform. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure.

Privacy Policy

As a part of accessing or using the Platform, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. By using the Platform, You consent to the collection and use of certain information about You, as specified in the Privacy Policy which is incorporated herein by reference.

If you are a resident of or are located in the European Union or European Economic Area (“EEA”), you may also have certain rights under the General Data Protection Regulation (“GDPR”). Contact at , if you have concerns regarding your personal data, or wish to exercise any of your rights under the GDPR.

Copyright Policy

Syncro respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same. We have adopted a policy of, upon notice, restricting access to or deleting content that infringes a third party’s copyright and, in appropriate circumstances and in Our sole discretion, terminating Accounts of the Platform who are deemed to be repeat infringers of a third party’s copyrighted work. For information about our copyright protection practices, read our privacy policy available Copyright Policy.

7. Additional Terms for Beta Services and Trial Accounts

From time to time, We may offer the Platform or certain new functionality of the Platform identified as beta, demo, non-production, or evaluation (“Beta Service”). You acknowledge and agree that: (i) the Beta Service will be experimental and will not have been fully tested; (ii) the Beta Service may not meet your requirements; (iii) your use of Beta Service may be fully or partially discontinued, at any time and from time to time, temporarily or permanently, with or without notice to you; (iv) the use or operation of the Beta Service may not be uninterrupted or error free; and (v) your use of the Beta Service will be for purposes of evaluating and testing the new functionality and services and providing feedback to us. You agree to promptly report any errors, defects, or other deficiencies in the Beta Services to us.

If You register on the Platform for a free trial, We will make the Platform available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered or are registering to use the Platform or (b) the start date of any purchased Subscription Plan ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA SERVICES OR TRIAL ACCOUNTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. BETA SERVICES OR TRIAL ACCOUNTS MAY BE SUSPENDED, TERMINATED OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). WE DISCLAIM ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE OR TRIAL ACCOUNT, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO YOUR FEEDBACK. ANY FEEDBACK ENTERED INTO BETA SERVICES OR WITH A TRIAL ACCOUNT MAY BE PERMANENTLY LOST IF THE BETA SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.

8. Term and Termination

Term. This Agreement is in full force and effect, commencing upon the Effective Date, until the end of the Platform underlying the Account, unless terminated otherwise in accordance with this Agreement.

Temporary Suspension. We reserve the right to temporarily suspend Your access to and use of the Platform: (i) during planned downtime for upgrades and maintenance to the Platform (of which We will use commercially reasonable efforts to notify You in advance through a notice to your Account) (ii) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.

Termination by You. You may close your Account at any time by accessing the Platform and using the “Delete Account” option on the “Profile” page, or by sending a written notification to Syncro via our support e-mail sales@oxygenxml.com

Termination by Us. We reserve the right to suspend your access to the Platform and/or permanently cancel your Account if: (a) You breach any provision of this Agreement or violate any published policy applicable to the Platform; (b ) we believe, in our sole discretion, that continued use of the Platform by You creates legal risk for Us or presents a threat to the security of the Platform.

Effect of Termination. If this Agreement is terminated for any reason: (i) the rights granted by Us to You will cease immediately and You will cease all use of the Platform; (ii) We shall make Your Feedback remaining within Our possession or control available upon request by You made within 28 days after the effective date of termination. Following expiry of such twenty-eight (28) day period, We may delete all of Your Feedback that may be stored in connection with the Platform.

Survival. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimer, indemnity, and limitations of liability.

9. Warranty Disclaimer

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In that event, such warranties are limited to the maximum extent permitted by, and for the minimum warranty period allowed by the mandatory applicable law.

10. Indemnification

You shall defend, indemnify, and hold harmless Us, Our employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Platform, or otherwise from Your Submission, violation of this Agreement, or infringement by You, or any third party using your Account or identity in the Platform, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event you will assist and cooperate with Us in asserting any available defenses.

11. Limitation of Liability

THE LIABILITY OF SYNCRO AND ITS LICENSORS AND SUPPLIERS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SYNCRO OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO SYNCRO OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF SYNCRO AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES SHALL BE $150.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SYNCRO AND YOU. THE PLATFORM WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

12. Modification to Agreement and Platform

We reserve the right, in Our sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Platform (including without limitation, the availability of any feature) at any time by sending You notice through the Platform, via e-mail or by another appropriate means of electronic communication. While We will timely provide notice of modifications, it is also your responsibility to check this Agreement periodically for changes. Your continued use of the Platform following notification of any changes to this Agreement constitutes acceptance of those changes. If We discontinues the Platform, we will give you reasonable advance notice to provide you with an opportunity to export a copy of Your Feedback from the Platform.

13. General Provisions

Relationship. At all times, the parties are independent contractors, and are not the agents or representatives of the other. This Agreement is not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce this Agreement. There are no third-party beneficiaries to this Agreement.

Export Compliance. The Platform and other technology we makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list.

Force Majeure. Except for any payment obligations, neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

Notice. The parties may give notice to each other via email, fax or certified mail. Notices sent to Us should be directed to . Notices sent to You will be sent to the email address provided to Us by You upon the time you register an Account for the Service. You consent to receive communications from us by email and you agree that all agreements, notices, disclosures and other communications that we provide to you by email satisfy any legal requirement that such communications be in writing.

Dispute Resolution, Governing law. The parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action. This Agreement will be governed by the laws of Romania and applicable European Community Regulations, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. If any party wants to take court proceedings in relation to the Service, it must do so in the courts of law seated in Bucharest, Romania and the parties agree to submit to the exclusive personal jurisdiction of such courts. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access the Service.

Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

Assignability. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. We hereby reject any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by You and conditions assent solely based on the terms and conditions of this Agreement as offered by Us.

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