Terms of Service

Terms of Service

TERMS OF SERVICE

Last Revised on April 15, 2020

These Terms of Service (these “Terms”) govern your use of the website available at www.ethyca.com (together with any successor sites, the “Website”), the Ethyca data privacy solutions (the “Ethyca Solutions”), together with any content, tools, features and functionalities offered on or through our Website and the Ethyca Solutions (collectively, the “Services”).

The Services are provided to you by or on behalf of Ethyca, Inc. (“Company”, “we” or “us”). Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services.

If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

Our Services are offered and available to users who are at least 18 years of age or older. By using our Services, you represent and warrant that you are at least 18 years of age or older. If you are not at least 18 years of age or older, you must not access or use our Services.

Please note that Section 9 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 9.

  1. User Accounts and Subscriptions
    1. Creating and Safeguarding your Account. You do not need to register in order to browse the Website. However, to access the Ethyca Solutions, you need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@ethyca.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. If you set up an Account for a company or other entity (the “Entity”), you (or a designee of your choice) will be designated as the admin (the “Admin User”) for the Account of such Entity. If you register as an Admin User, then “you” includes you and the applicable Entity you are registering, and you represent and warrant that (a) you are an authorized representative of the Entity with the authority to bind the Entity to these Terms, and (b) you agree to these Terms on the Entity’s behalf.
    2. Subscriptions.  We offer different subscriptions for the Ethyca Solutions. Please visit https://ethyca.com/pricing/ for further information regarding the features of each type of subscription and the related pricing information. You may change your subscription plan or features thereof at any time and such change will be effective on your next billing cycle.
    3. Admin Users.  The Admin User may invite other individuals employed or engaged by the Entity to use the subscribed Ethyca Solution (the “Authorized Users”). The Admin User and the Entity are solely responsible for (a) informing the Authorized Users of all applicable policies and practices that are relevant to their use of the Ethyca Solutions as an authorized user of the Entity, and (b) any settings selected by the Entity or the Admin User that may impact the Authorized Users’ use of the Ethyca Solutions. We have no liability with respect to the manner the Entity or the Admin User choose to make the Ethyca Solutions available to its Authorized Users. The Entity is responsible for all activities that occur under Authorized User accounts and for ensuring that all Authorized Users comply with these Terms.
    4. Payment. If you buy or subscribe to any of our paid subscriptions, you agree to pay us the applicable fees and taxes in U.S. Dollars. Charges for paid subscription plans will be billed in advance. When you purchase a paid subscription plan, you must provide accurate and complete information for a valid payment method, such as a credit card, that you are authorized to use. All payments will be processed by our third party payment processor and subject to its terms of service and privacy policy. BY AGREEING TO A SUBSCRIPTION PLAN, YOU HEREBY AUTHORIZE US OR OUR AGENT TO CHARGE YOUR PAYMENT METHOD ON A RECURRING (E.G. MONTHLY) BASIS FOR: (i) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (ii) ANY AND ALL APPLICABLE TAXES; AND (iii) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES. We reserve the right to change our subscription plans or adjust pricing for the Ethyca Solutions in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise provided in these Terms, any price changes or changes to your subscription plan will take effect on your following billing cycle. All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility.
    5. Subscription Renewals and Cancellations. You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly), and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, the Admin User must cancel the Entity’s subscription three (3) business days before the subscription period renewal date by submitting a cancellation request through the control panel of the Account for the Entity.
    6. Failure to Pay.  If your payment method for a paid subscription is declined, we will attempt to contact you via the e-mail address on your Account. If, after three failed attempts to process a payment, your payment is still declined, we may immediately suspend your Entity Account (and the Accounts of all Authorized Users) and your (and the Authorized Users’) access to the Ethyca Solutions.   
    7. No Subscription Refunds. Except as expressly set forth in these Terms, payments for all subscriptions to the Ethyca Solutions are nonrefundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the Ethyca Solutions through the end of the subscription period for which payment has already been made.
    8. Promotional Codes.  We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts or other benefits related to the Services. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public; (d) may be disabled or have additional conditions applied to them by us at any time for any reason; (e) may only be used pursuant to the specific terms that we establish for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
  2. Access to the Services
    1. Services. The Company grants to you the right to access and use the Services, and to permit your Authorized Users to access and use the Services solely for your internal business purposes only in accordance with the terms and conditions set forth in these Terms.  We may modify, amend, alter, supplement or replace the Services from time to time, in whole or in part.
    2. Restrictions On Your Use of the Services. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
      1. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, transfer, create derivative works from, offer for sale or otherwise commercially exploit or make available any information contained on, or obtained from or through, the Services;
      2. use the Services in the operation of a service bureau or similar service for third parties;
      3. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
      4. access the Services in order to build a competitive product or service;
      5. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
      6. use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
      7. access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
      8. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, or the computer systems or networks connected to the Services;
      9. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
      10. use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; 
      11. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
      12. use the Services for illegal, harassing, unethical, or disruptive purposes;
      13. violate any applicable law or regulation in connection with your access to or use of the Services; or
      14. access or use the Services in any way not expressly permitted by these Terms. 
    3. Support for Ethyca Solutions.  We will (a) maintain a technical support via live chat available Monday through Friday from 9:00 AM to 6:00 PM EDT, excluding U.S. national holidays, and (b) establish an email address through which we provide responses to technical support inquiries, in each case relating to your use of the Ethyca Solutions. We will maintain and utilize a sufficient number of knowledgeable personnel in order to provide timely and effective responses to such live chat and email technical support inquiries. You acknowledge that we will not have any obligation to provide support services if the Ethyca Solutions do not comply with the applicable user guidelines or other user documentation due to (a) the failure of computer hardware, equipment, servers, cloud infrastructure or software not provided by us; (b) any for majeure events, or causes beyond our reasonable control (e.g., floods, fires, acts of God, pandemics, loss of electricity or other utilities), (c) your negligence or improper use of the Services or attempted maintenance by unauthorized persons; (d) use of the Services outside the scope of permitted use in the Agreement; or (e) the operation (or failure to operate) of third-party software. Except as may be set forth in your selected subscription plan offerings, you are solely responsible for all maintenance and support obligations with respect to your use of the Services, including with respect to implementation and/or configuration with your servers and networks.
  3. Data Stores; Third Party Materials
    1. Selection.  You have the option to integrate the Ethyca Solutions with third party applications, platforms or data storage systems (each, a “Data Store”) to assist you to monitor your data processing and storage activities through such Data Store.  When you select your subscription plan for the Ethyca Solutions, you will have the option to select your Data Stores.  The Ethyca Solutions may only be able to integrate with certain Data Stores and your selected Data Store may not be available for integration.  Furthermore, we may terminate any available integration with a Data Store at any time for any reason. 
    2. Data Store Terms.  Customer understands and agrees that use of the services made available by the Data Stores may be subject to additional or different terms or fees, including without limitation, any license terms or use policy required by the applicable provider of the applicable Data Store.  We do not warrant the performance, availability, safety or reliability of any such Data Store and are not responsible for the Data Store provider’s performance or failure to perform in any respect, whether or not such Data Store provider is designated by us as a “partner” and whether or not the Data Store are designated by us as “certified,” “validated,” or otherwise.  Any exchange of data or other interaction between you and the Data Store outside of your use of the Ethyca Solutions is solely between you and such Data Store provider, and we will have no liability or obligation with respect to such exchange or interaction.
    3. Use of Third Party Materials. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. You acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. 
  4. Data
    1. Service Data.  You may configure the Ethyca Solutions to monitor data fields you select and the data generated therefrom through your use of the Ethyca Solutions (the “Service Data”).  You will retain all right, title and interest in and to the Service Data and you will only disclose, submit or provide Service Data to us as necessary for us to provide the Ethyca Solutions to you.  You hereby grant the Company a non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to access and use the Service Data in order to (a) provide the Ethyca Solutions for you and fulfill our obligations under these Terms and (b) comply with applicable laws and regulations. The license granted in Section 4.1(a) shall be for the term of your subscription to the Ethyca Solutions and the license in Section 4.1(b) shall be irrevocable and perpetual.
    2. Security Measures.  We will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Service Data.  We agree to collect, process, store, use and disclose the information included in your Service Data solely for legitimate operational needs such as audit trail creation or the monitoring of system functionality, or where required by law.
    3. Data Processing Agreement.  Our Data Processing Agreement can be executed at [LINK TO DPA] and if executed, shall be deemed part of and incorporated into these Terms.
    4. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://ethyca.com/privacy-policy/.
  5. Ownership; Trademarks
    1. Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.  We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
    2. Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
    3. Our Trademarks. The Company’s name, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
    4. Entity Trademarks. The Entity name, and all related names, logos, product and service names, designs and slogans are trademarks of the Entity or its affiliates or licensors. If you register for the Ethyca Solutions, you hereby grant Ethyca a non-exclusive right to display the Entity name and logo on our website and in press releases, and other marketing materials, financial reports and prospectuses solely to indicate the Entity as our customer.
  6. Limited Warranty; Disclaimers
    1. Limited Warranty.  The Company hereby represents and warrants that the Ethyca Solutions shall comply in all material respects with the user guidelines or other user documentation applicable to the Ethyca Solutions. In the event of a breach of the foregoing limited warranty, you shall notify the Company in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by the Company, the Company will use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the Ethyca Solutions to perform in accordance with this limited warranty. The foregoing shall be the Company’s sole obligation and exclusive liability, and your exclusive remedy, for any breach of the warranty set forth in this Section 6.1.  The foregoing warranty does not apply to your use of the Website or any Ethyca Solutions pursuant to a Starter or other unpaid subscription. 
    2. Disclaimers. EXCEPT AS SET FORTH IN THIS SECTION 6, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES, ANY SERVICES PROVIDED BY THE COMPANY AND ANY REPORTS OR OUTPUTS THEREOF, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. FURTHERMORE, THE COMPANY DOES NOT WARRANT THAT THE SERVICES SHALL MEET YOUR REQUIREMENTS, THAT USE OF THE SERVICES WILL RESULT IN YOUR COMPLIANCE WITH APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY DATA PRIVACY OR SECURITY LAWS) OR THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR LOCATION, UNINTERRUPTED OR SECURE. YOU AGREE AND UNDERSTAND THAT THE DISCLAIMER OF WARRANTIES IN THESE TERMS IS A FUNDAMENTAL PART OF THESE TERMS AND THAT THE COMPANY WOULD NOT AGREE TO THESE TERMS WITHOUT SUCH DISCLAIMERS.
    3. No Legal or Regulatory Advice. You hereby agree and acknowledge that the Company is not providing any legal, accounting, tax or regulatory services while providing the Services. Without limiting the foregoing, the Company is not providing any advice on compliance with or an interpretation of any data privacy or security laws or other laws or regulations that may be applicable to you or your use of the Services. You further agree and acknowledge that any recommendations or advice provided by the Company in connection with the Services concern the functionality of the Services only, are provided from a business perspective only and do not constitute in any way legal advice or recommendations, and you should not rely on them as such. You agree that you retain the sole responsibility for compliance with applicable legal and regulatory obligations as well as for identifying such obligations as they apply to your business and your implementation of the Services.
  7. Indemnification; Limitation of Liability
    1. By Us. We shall indemnify, defend and hold you harmless from and against any and all liabilities, losses, settlement costs, fines, penalties, damages, judgments, costs and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) actually awarded by a court of competent jurisdiction arising from or in connection with any claim, demand, suit, cause of action or legal proceeding (each, a “Claim”) brought by a third party against you alleging that the Ethyca Solutions as provided to you hereunder infringes any valid U.S. issued patent, or any trademark, copyright, trade secret or other third-party intellectual property rights (each, a “Customer Claim”). We shall have no obligation regarding Claims that arise from or relate to: (a) your use of the Ethyca Solutions other than as contemplated by these Terms; (b) any modifications made to the Ethyca Solutions by any entity other than us; (c) any combination of the Ethyca Solutions with services or technologies not provided by or expressly authorized by us; (d) your failure to use the most current version of the Ethyca Solutions; (e) your use of the Ethyca Solutions or a portion thereof after we terminated your access to the Ethyca Solutions; or (f) your own obligations to comply with all applicable regulations and laws, including, without limitation, any data privacy or security laws (items (a) – (f) shall collectively be referred to as the “Excluded Activities”). If in our opinion a Customer Claim is likely to be made or if an existing Customer Claim may cause us liability, we may in our sole discretion: (x) obtain a license to enable you to continue to use the potentially infringing portion of the Ethyca Solutions; or (y) modify the Ethyca Solutions to avoid potential infringement. Our obligations in this Section 7.1 are our sole and exclusive liability to you, and your sole and exclusive remedy, with respect to any claim of infringement of intellectual property rights involving the Ethyca solutions. The foregoing indemnity does not apply to your use of the Website or any Ethyca Solution pursuant to a Starter or other unpaid subscription.
    2. By You. You shall indemnify, defend, and hold us, our affiliates, and our respective officers, directors, employees, members, managers, shareholders, agents, and representatives harmless from and against any and all Losses which any or all of them may hereafter suffer arising from (a) your negligence or willful misconduct, (b) your breach of these Terms, (c) any actions taken by you that are in direct contradiction to any recommendation provided by us or through the Ethyca Solutions, or (d) any Excluded Activities.
    3. Indemnity Procedures. A party entitled to indemnification under this Section 9 (an “Indemnified Party”) shall notify the other party (the “Indemnifying Party”) promptly in writing of any claim, demand, suit, cause of action or legal proceeding that may give rise to an indemnification obligation hereunder; provided, however, that the failure of the Indemnified Party to provide prompt notice shall not relieve the Indemnifying Party of its indemnity obligations hereunder, except to the extent the failure to so notify materially prejudices the Indemnifying Party’s ability to defend the claim. The Indemnifying Party shall have sole control of the defense and all related settlement negotiations but if the settlement of a claim may have an adverse effect on the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate in the defense of any such claim.
    4. Limitations of Liability. You agree that in no event will we be liable to you in connection with these terms for any lost profits, loss of use, cost of procurement of substitute goods or services or for any consequential, speculative, indirect or similar damages, whether in contract, tort, or under any other theory of liability, whether or not Ethyca has been advised of the possibility of such damage. some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you. Our total liability to you for any damages finally awarded shall not exceed the amount paid by you to the company hereunder during the twelve (12)-month period immediately preceding the event giving rise to the liability. the foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
  8. Governing Law; Jurisdiction
    1. These Terms shall be governed by the laws of the State of New York, without regard to any conflicts of law principles. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
  9. Arbitration and Class Action Waiver
    1. Informal Process First. You agree that in the event of any dispute between you and the Company or any of its affiliates, and their respective officers, directors, employees, members, managers, shareholders, agents, and representatives, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
    2. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining Claim relating in any way to your use of the Company’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). The location of the arbitration will be in New York, New York. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
    3. Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.
    4. Opt-Out. In your individual capacity as an authorized user and not as a representative of an entity, you have the right to opt-out and not be bound by the arbitration provisions set forth in these terms by sending written notice of your decision to opt-out to support@ethyca.com or to the U.S. Mailing address listed in the “how to contact us” section of these terms. The notice must be sent to the company within thirty (30) days of your registering to use the services or agreeing to these terms, otherwise you shall be bound to arbitrate disputes in accordance with these terms. If you opt-out of these arbitration provisions, the company also will not be bound by them, with respect to claims brought by you.
    5. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms of use or any of our services must be filed within one (1) year after such claim or cause of action accrued or such claim shall be forever barred.
  10. Additional provisions
    1. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
    2. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
    3. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
    4. U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
    5. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
    6. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. We are not liable to you for damages or losses on account of our failure of performance if the failure is occasioned by war, strike, fire, act of God, earthquake, flood, lockout, embargo, pandemics, act of terrorism, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond our reasonable control. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws in using the Services.
    7. How to Contact Us.  You may contact us regarding the Services or these Terms at: 45 W 29th St #501, New York, NY 10001, by phone at +1(917) 830-3336 or by e-mail at support@ethyca.com.