Resilinc Terms of Use

1. ACCEPTANCE

These Terms govern your use of the Services that are linked to these Terms. If you choose to use the Services, you are agreeing to these Terms.

Resilinc offers Enterprise Services to its customers subject to the Resilinc Resilinc Enterprise Services Terms and Conditions or another separate subscription or master services agreement.

Resilinc reserves the right to update and modify these Terms at any time. If we make material changes to these Terms, we will provide notification to you at least 10 days prior to such changes taking effect. Such notification will be sent to the email address associated with your account and/or displayed within the Service. Non-material changes may be implemented without prior notice. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the changes, you must discontinue using the Services prior to the effective date of such changes.

2. RESILINC ACCOUNTS

To create a Resilinc account, you must complete the registration process by providing us with an email address, a username, and a password. You agree to protect against wrongful access to your Resilinc account by using a strong password that you keep confidential. You will notify Resilinc immediately of any unauthorized use of your Resilinc account or any other breach of security you become aware of to the Services. You are responsible for anything that happens through your Resilinc account unless (1) otherwise specified by your organization’s agreement, if any, for Enterprise Services or (2) you close your Resilinc account or report misuse.

3. USE OF SERVICES

You are granted a right to use the Services to (1) learn about Resilinc and our offerings, (2) access Resilinc offerings, and (3) engage or share information with Resilinc customers and users. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms, Resilinc’s policies, or other notices we provide.

You agree you will not:

• Use the Services to share, distribute, or create (1) inaccurate or false information, (2) information you are not authorized to disclose, or (3) inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information;
• Override any security feature or bypass or circumvent any access controls or use limits of the Services;
• Copy, use, display or distribute any information (including content) obtained from the Services, whether directly or through third parties (such as search tools or data aggregators or brokers), without the consent of Resilinc;
• Develop, support, or use software, devices, scripts, bots or any other means or processes (such as crawlers, browser plugins and add-ons or any other technology) to scrape or copy the Services, including any accounts, content or data made available through the Services;
• Violate the intellectual property rights of Resilinc or others, including copyrights, patents, trademarks, trade secrets or other proprietary rights;
• Distribute or share anything that contains software viruses, worms, or any other harmful code via the Services;
• Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for the Services or any related technology;
• Rent, lease, loan, trade, sell, re-sell, or otherwise monetize the Services or related data or access to the same;
• Use bots or other methods of engagement in ways that may interfere with the operation of, place an unreasonable load on, or slow the Services (e.g., spam, denial of service attack, viruses, manipulating algorithms);
• Use the Services to do anything that is unlawful, misleading, discriminatory, or fraudulent; or
• Attempt to copy or change, alter, or otherwise attempt to modify the Services or these Terms.

Resilinc has no obligation to monitor the Services. However, Resilinc reserves the right to review information you submit, share, receive, download, or access using the Services and to remove any information and materials in its sole discretion.

4. SUBMISSIONS | INFORMATION YOU PROVIDE VIA THE SERVICES

Through your use of the Services, you may provide Resilinc, Resilinc customers, and Resilinc users information, documents, posts, and other materials (collectively, “Submissions”). By providing, posting, uploading, inputting, submitting or maintaining Submissions, whether under the current version or prior versions of these Terms, you grant Resilinc a worldwide, transferable, perpetual, and sublicensable right to use, copy, modify, distribute, perform, analyze, display, host, and process your Submissions, and create derivative works thereof, without any further consent, notice, or compensation to you or others in connection with (i) our business operations, and (ii) providing, improving, and securing the Services and Enterprise Services.

Some of your Submissions may consist of commercial information regarding your organization and the products and/or services you provide, including your company name, location, industries served, product or part names, numbers, descriptions and production locations (such listed subset of Submissions is referred to herein as “Supplier Commercial Information”). We may collect Supplier Commercial Information directly from you, or from publicly available sources. We will provide you, or an authorized representative of your organization, written instructions and an opportunity to opt out of use of such Supplier Commercial Information (provided by you or your organization) for purposes other than providing Enterprise Services to Resilinc customers who have invited your organization to use the Services. Otherwise, we may rely on Supplier Commercial Information to provide, improve, and secure specific features and functions of the Services and Enterprise Services whereby Supplier Commercial Information may be used to provide recommendations, suggestions, and insights about suppliers, such as part or product supplier suggestions (“Suggestions”). Unless you (or an authorized representative of your organization) opt(s) out in accordance with our written instructions, by providing, posting, uploading, inputting, or submitting Supplier Commercial Information, whether under the current version or prior versions of these Terms, you (on behalf of your organization) grant Resilinc a worldwide, transferable, perpetual, and sublicensable right to use, copy, modify, distribute, perform, analyze, display, host, and process Supplier Commercial Information in connection with providing, improving, and securing existing and future Suggestions and similar services. Resilinc will not use other Submissions (Submissions that do not count as Supplier Commercial Information) for providing, improving, or securing Suggestions. You understand that, even if your organization opts out, we may continue to use your Supplier Commercial Information in any way that we may use other types of Submissions under the preceding paragraph.

Resilinc will not use or disclose Submissions, including Supplier Commercial Information, other than as permitted under these Terms. Any information disclosed through the Services that is identified by the disclosing party as confidential shall be deemed “Confidential Information.” Resilinc will protect Confidential Information from unauthorized dissemination and use the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable amount of care.  Resilinc will not use Confidential Information for purposes other than those necessary to directly further the purposes of these Terms.

Resilinc is under no obligation to post or use any Submission you may provide and Resilinc may remove any Submission at any time in its sole discretion.

You warrant and represent that (1) each Submission is accurate, appropriate, and proper and (2) you have all rights or permissions necessary to make your Submission and all of the rights necessary for you to provide, post, upload, input or submit the Submission.

5. MARKETING AND COMMUNICATIONS

By accepting the Terms or sharing your information, you expressly authorize Resilinc to contact you in any lawful manner and for any lawful purpose, including to provide you information about the Resilinc products, services and market, to promote our products, services, and offerings, and to provide you support. You represent and warrant that any information you provide, including your email address and phone number, is yours to provide.

Your consent to the terms of this section is not required, directly or indirectly, as a condition of purchasing any goods or services, including information or software, from Resilinc. Should you not wish to consent to being contacted for promotional purposes, or to revoke a consent previously given, you agree to notify us of such wish by contacting us at [email protected].

6. INTELLECTUAL PROPERTY

All text, content, documents, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Services, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Services are owned by Resilinc or a third party and are protected under copyright, trademark and other intellectual property and proprietary rights laws.

You agree that any copy of the Services, or any portion thereof, that you make (1) may only be used for personal, non-commercial purposes or for informational purposes within your organization and (2) must retain all copyright and other proprietary notices. You may not copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Services, in whole or in part, for public or commercial purposes or modify, translate, alter, or create any derivative works thereof. Any use of the Services not in accordance with these Terms is strictly prohibited. Resilinc reserves all other rights. Notwithstanding anything herein to the contrary, Resilinc may revoke any rights granted herein, at any time without prior notice.

You may choose to provide feedback to Resilinc concerning the Resilinc products and services, including identifying potential errors and improvements (“Feedback”). You hereby assign to Resilinc all right, title, and interest in and to the Feedback.

7. RESILINC SOFTWARE

Unless accompanied by a separate license agreement, any software provided by us to you as part of the Services is subject to these Terms, including those we make available through third-party app stores.

If you comply with these Terms, we grant you the right to install and use one copy of the software per device on a worldwide basis for use by only one person at a time as part of your use of the Services. The software or website that is part of the Services may include third-party code. Any third-party scripts or code, linked to or referenced from the software or website, are licensed to you by the third parties that own such code, not by Resilinc. Notices, if any, for the third-party code are included for your information only.

The software is licensed, not sold, and Resilinc reserves all rights to the software not expressly granted by Resilinc, whether by implication, estoppel, or otherwise. This license does not give you any right to, and you may not:

• circumvent or bypass any technological protection measures in or relating to the software or Services;
• disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so;
• publish, copy, rent, lease, sell, export, import, distribute, or lend the software or the Services, unless Resilinc expressly authorizes you to do so;
• transfer the software, any software licenses, or any rights to access or use the software or Services; or
• use the software in any unauthorized way that could interfere with anyone else’s use of them or gain access to any Resilinc service, data, account, or network.

You acknowledge and agree that third-party app store operators are third-party beneficiaries of these Terms, and that, such distributors may have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

Any Resilinc software which is downloaded for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Resilinc Corporation, 1525 McCarthy Blvd, Suite 1122, Milpitas, CA 95035.

8. REPRESENTATIONS AND WARRANTIES

The documents, materials, content, and related graphics published on the Services could include inaccuracies, errors, or otherwise be outdated.

RESILINC AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, RESILINC DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, RESILINC AND ITS AFFILIATES WILL NOT BE LIABLE IN CONNECTION WITH THESE TERMS OR THE SERVICES FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. RESILINC AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THESE TERMS FOR ANY AMOUNT GREATER THAN $100 USD.

10. DIGITAL MILLENNIUM COPYRIGHT ACT

Resilinc is committed to respecting and protecting the legal rights of copyright owners. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe any of the Service or the materials contained therein, in whole or in part, or any materials thereof, infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”) to [email protected].

11. TERMINATION

Resilinc may, in its sole discretion, terminate or discontinue operation of the Services, revoke your rights to the Services, or terminate these Terms for any reason. The provisions of the Terms will survive deletion of your Resilinc account or your access to the Services. Upon termination of access to the Services by your organization, Resilinc will, upon request, return materials from and delete Submissions by or on behalf of your organization.

12. THIRD-PARTY SERVICES

The Services may contain links to third-party services and websites. Resilinc is not responsible for the content, accuracy, or opinions expressed on such services and websites. Inclusion of any links to third-party services and websites on the Services does not imply approval or endorsement by Resilinc. When you access these third-party services and websites, you do so at your own risk and become subject to their terms of use and privacy policies.

13. GENERAL PROVISIONS

These Terms are governed by the laws of State of New York, without regard to its conflict of laws principles. You agree to submit to the jurisdiction of the courts in New York County, New York, U.S.A., with respect to any dispute, disagreement, or cause of action related to the Services. Resilinc’s failure to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it or any other provision at a later time. Resilinc may, at any time, in its sole discretion, and without notice to you, assign some or all of its rights and obligations under these Terms. You may not assign your rights or delegate your duties under these Terms without the prior written consent of Resilinc.

If any provision of these Terms is held invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall be deleted and shall not affect any other provision of these Terms. These Terms constitutes the entire agreement between you and Resilinc with respect to your use of the Services.