Terms of Service
Last updated: October 15, 2022
These terms of use (“Terms”) govern your access to and use of all SightX-branded publicly available websites, including sites located on sightx.io and any other pages that link to these Terms (collectively, the “Sites”).BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MUST NOT ACCESS OR USE THE SITE.These Terms expressly do not govern your access to or use of SightX services, which are subject to the written agreements in place between us and our customers (together the “Services”, and any such agreement, a “Services Agreement”). Throughout the Terms, “we,” “us,” “our” and “ours” refer to SightX Inc. (“SightX”), and “you,” “your” or “yours” refer to you personally (i.e., the individual who reads and agrees to be bound by these Terms) and, if you access the Sites on behalf of a legal entity, to that entity as well. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and, by accepting these Terms, you are hereby binding such entity to these Terms. If a valid agreement exists between you (“Customer”) and SightX related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties in relation to a specific Order Form.
GENERAL TERMS AND CONDITION.
CHANGES TO TERMS. SightX reserves the right to revise, amend, or modify these Terms at any time and in any manner without prior notice. Your use of our Site and any Services provided by SightX after such changes are implemented constitutes your acknowledgement and acceptance of these changes. Please consult SightX’s Privacy Policy prior to every use after any changes. If any change to these Terms is not acceptable to you, then your sole remedy is to stop using the Site. Notwithstanding the preceding sentences of this Section 1(a), no revisions to these Terms will apply to any dispute between you and SightX that arose prior to the effective date of those revisions.
PRIVACY POLICY. Use of the Site is also subject to SightX’s Privacy Policy, which is incorporated into these Terms by reference. You also consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
ELIGIBILITY. You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (i) you are at least 18 years old, (ii) you have not previously been suspended or removed from the Site, and (iii) your use of the Site are in compliance with any and all applicable laws and regulations.
SITE ACCOUNTS.You may access the site generally and/or browse generally without registering with the site. If you have registered for and opened an account through the Sites (an “Account”), you are entirely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account. You agree to notify us immediately of any unauthorized use of your Account or password, or any other breach of security. However, you will remain responsible for losses incurred by SightX or by any other party due to your knowingly or inadvertently permitting unauthorized use of your Account or your Account information. You may not use anyone else’s username, password or account at any time unless we expressly pre-approve such use, or unless expressly permitted under a Services Agreement. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Registration for any account is void where the user lacks the requisite eligibility for registration or if such registration is otherwise prohibited.
USE OF SOFTWARE OR THE SERVICES. Your rights to access and use the Services will be subject to your agreement to the applicable Services Agreement governing your use of the Services and to any terms and conditions of any applicable third-party software license agreement (“Software License”) identified in the software or on the web page providing access to the software. You may not use any software unless you agree to be bound by all terms and conditions of any applicable Software License. If there is a conflict between any Services Agreement and any Software License, the conflicting term of the Software License will control to the extent necessary to eliminate the conflict.
UPDATES TO INFORMATION.SightX retains the right to make improvements and/or changes in the products and/or programs described in any information available on the Sites at any time without notice.
LICENSE GRANT AND PROPRIETARY RIGHTS.
LICENSE. Subject to your complete and ongoing compliance with these Terms, SightX hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide right and license to access and use the Site solely in strict compliance with the provisions of these Terms and as permitted by the functionalities of the Site available to you.
CONTENT. The content that SightX provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by SightX or its licensors (collectively, the “SightX Content”). Moreover, SightX or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill. We grant the operators of public search engines, permission to use spiders and application programming interfaces to copy non-password protected SightX Content from the Site for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics.
MARKS. The SightX trademarks, service marks and logos (collectively, the “SightX Trademarks”) used and displayed on the Site are SightX’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Site may be trademarks or service marks owned by third parties (collectively with the SightX Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may only use the Trademarks as intended with respect to the Services and may not use the Trademarks to disparage SightX or the applicable third party, SightX’s or a third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without SightX’s prior express written consent. All goodwill generated from the use of any SightX Trademark will inure solely to SightX’s benefit.
FEEDBACK. Any comments or materials sent to SightX including feedback data, such as questions, comments, suggestions, or the like regarding the content of any such documents (collectively “Feedback”), shall be deemed to be non-confidential. SightX shall have no obligation of any kind with respect to such Feedback and you hereby grant to SightX an irrevocable, perpetual, transferable, assignable, royalty-free, fully paid-up, worldwide license and right to (i) reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation, and (ii) use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such Feedback.
RESTRICTIONS. SightX hereby reserves all rights not expressly granted to you in this Section 2. Accordingly, nothing in these Terms or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional licenses or rights in and to the Site or any SightX Content or Trademarks located or displayed on or within the Site or otherwise any intellectual or proprietary rights belonging to SightX or its licensors.
INFORMATION SUBMITTED THROUGH OR TO OUR SITES.
SUBMISSION OF CONTENT. Certain features on the Site may allow you to submit, upload or otherwise provide (collectively, “Submit”) content to the Site, including, without limitation, any messages, emails, text, graphics, code, questions, suggestions, comments, feedback, ideas, plans, notes, drawings, sample data, sound, images, video, original or creative materials, and other items or materials that you may provide to discussion forums, blogs, or other interactive features or areas of the Services where you or other users can create, post, transmit or store content or other materials subject to intellectual property or similar laws (“User Content”). For all User Content that you Submit to the Site, you hereby grant us (and our affiliates or third-party partners) an assignable, sublicensable, transferable, royalty-free, fully paid-up, worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of, publish, publicly perform, publicly display, and distribute such content. The rights you grant in this Section are for the purpose of operating, promoting, and improving our Site and business and this license continues even if you stop using our Site.
RIGHTS TO USER CONTENT. You represent and warrant that: (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in these Terms; (ii) the Submission of your User Content and the use of the same as contemplated in these Terms do not and will not violate any right of any third parties; (iii) the Submission of your User Content and our use of such User Content as authorized in these Terms will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the Submission of your User Content or our use thereof as authorized in these Terms does not result in a breach of contract between you and any third parties.
DISCLAIMER. We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for any User Content available on or through the Site. SightX may, however, at any time and without prior notice, screen, remove, edit or block any User Content on the Site that in our sole judgment violates these Terms or is otherwise objectionable, such as, without limitation, User Content that SightX determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any user who Submits Objectionable Content, including, but not limited to, warning the user or suspending or terminating the user’s access to our Services.
REQUIRED CONDUCT FOR SITE USE.Without limiting any other provisions of these Terms or any applicable Service Agreements, you agree not to (and not to attempt to):
decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Site;
use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted thereon;
delete or alter any material SightX makes available on the Site;
frame or link to any of the materials or information available on the Site;
use or exploit any Trademarks or SightX Content in any manner that is not expressly authorized by these Terms;
access, tamper with or use non-public areas of the Site, SightX’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of SightX’s providers;
knowingly or deliberately provide any false information to SightX;
engage in or promote any conduct that is offensive, harassing, predatory, stalking, violent, threatening, discriminatory, racist, hateful, or otherwise harmful, against any individual or group;
harvest or collect information about any third parties, including their email addresses or other personally identifiable information;
send, by email or other means, any unsolicited or unauthorized advertising, promotional materials;
create a false identity or impersonate another person or entity in any way (including by implying endorsement), or otherwise misrepresent your affiliation with a person or entity;
restrict, discourage or inhibit any person from using the Site;
use the Site, without SightX’s prior express written consent, for any unauthorized purpose;
gain unauthorized access to the Site, other users’ profiles or to other computers or websites connected or linked to the Site;
operate non-permissioned network services, including open proxies, mail relays or recursive domain name servers, or use any means to bypass user limitations relating to the Sites;
transmit to the Site any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected thereto;
use any robot, spider, crawler, scraper, deep-link, site search/retrieval application or other manual or automated device, program, algorithm or methodology or interface not provided by us to access, acquire, copy, retrieve, index, scrape, data mine, in any way reproduce or circumvent the navigational structure or presentation of the Sites or monitor any portion of the Sites or to extract data, or to sell, resell, frame, mirror or otherwise exploit for any commercial purpose, any portion of, use of, or access to the Sites (including any content, software and other materials available through the Sites), or attempt to circumvent any content filtering techniques we may employ;
remove any copyright, trademark or other proprietary rights notice from the Sites or from Content or other materials contained on or originating from the Sites;
probe, scan, monitor or test the vulnerability of the Sites or any network connected to the Sites, or breach the security or authentication measures on the Sites or any network connected to the Sites;
develop any third-party applications that interact with the Sites or Content without our prior written consent;
use or apply the Sites in any manner directly or indirectly competitive with our business;
use the Services, Trademarks or Content in any manner contrary to application laws or regulations or these Terms; or
assist or permit any person in engaging in any of the activities described above.
ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT/UNIFORM ELECTRONIC TRANSACTIONS ACT.
YOUR USE OF E-SIGNATURES. Your use of electronic signatures to sign documents on the Site legally binds you in the same manner as if you had manually signed such documents. No certification authority or third party verification is necessary to validate any electronic signature and the lack of such certification or verification will not in any way affect the enforceability of such signatures or documents. The use of electronic versions of such documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copies of these documents or these Terms in any proceeding arising out of these documents or these Terms.
DELIVERY OF COMMUNICATIONS.You consent to electronic delivery and you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
THIRD-PARTY SITES.The Site may contain links to third-party websites (“Third-Party Sites”). SightX makes no representations whatsoever about any other web site, which you may access through this one. When you access a non-SightX web site, please understand that it is independent from SightX, and that SightX has no control over the content on that web site. In addition, a link to a non-SightX web site does not does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by SightX of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event will SightX be responsible or liable for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that SightX will not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, ARE SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the terms of use and privacy policies of the individual Third-Party Sites. We strongly encourage you to carefully review the terms of use and privacy policies of any Third-Party Sites from which you access through our Site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, “Trojan Horses” and other items of a destructive nature.
DISCLAIMER OF WARRANTIES. THE INFORMATION ON THIS WEB SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITES OR CONTENT ARE ACCURATE, CONTINUOUSLY AVAILABLE, COMPLETE, RELIABLE, SECURE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SIGHTX CANNOT AND DOES NOT GUARANTEE THAT ANY DEFECTS, ERRORS OR OMISSIONS WILL BE CORRECTED, REGARDLESS OF WHETHER SIGHTX IS AWARE OF SUCH DEFECTS, ERRORS OR OMISSIONS. TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE EXCLUSIONS AND DISCLAIMERS OF WARRANTIES AS SET FORTH IN THIS SECTION 7, SOME OR ALL OF THE ABOVE EXCLUSIONS AND DISCLAIMERS MAY NOT APPLY TO YOU, IN WHICH CASE SUCH EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS, AND WAIVERS OF LIABILITY SET FORTH IN THIS SECTION 7 SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THESE TERMS OR YOUR USE OF THE SITES.
LIMITATION OF LIABILITY.YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITES AND CONTENT REMAINS WITH YOU. IN NO EVENT WILL SIGHTX OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SITES, AND ANY CONTENT, SERVICES OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SITES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, EQUITY OR OTHERWISE) AND EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SITES, INCLUDING ANY CONTENT, OR FROM THE USE OF OR EXPOSURE TO ANY SUBMISSIONS, EXCEED ONE HUNDRED DOLLARS ($100.00). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL NOT APPLY WITH RESPECT TO ANY LIABILITY ARISING UNDER FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW. ADDITIONALLY, TO THE EXTENT APPLICABLE STATE OR OTHER LAW DOES NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES AS SET FORTH IN THIS SECTION 8, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE SIGHTX’S LIABILITY TO YOU WILL BE LIMITED BY THIS SECTION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SITES.
INDEMNIFICATION.To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless SightX, its officers, directors, shareholders, successors in interest, employees, agents, subsidiaries and affiliates, from and against any and all actual or threatened third party claims (groundless or otherwise), demands, losses, damages, costs and liability, proceedings (at law or in equity) and expenses (including reasonable attorneys’ and expert fees and costs of investigation) arising out of or in connection with (a) your use of the Sites, including without limitation any User Content; (b) your breach of these Terms, including your breach of any covenant, representation, warranty, term, or condition set forth herein, including, without limitation, the obligations set forth in Section 4 (Information Submitted Through or to Our Sites) and Section 5 (Required Conduct For Site Use); (c) your violation of any law or regulation or of any third-party rights, including infringement, libel, misappropriation, or other violation of any third party’s intellectual property or other legal rights; or (d) the disclosure, solicitation or use of any personal information by you, whether with or without your knowledge or consent. SightX reserves the right, however, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with SightX’s defense of such claim, and in no event may you agree to any settlement affecting SightX without SightX’s prior written consent.
SUSPENSION OR TERMINATION OF ACCESS TO OUR SITES.Notwithstanding any provision to the contrary in these Terms, you agree that SightX may, in its sole discretion and with or without prior notice, for any or no reason, suspend or terminate your access to any or all of the Sites and/or block your future access to any or all of the Sites, including without limitation for any of the following reasons: (a) if we determine that you have violated any provision, or the spirit, of these Terms; (b) in response to a request by a law enforcement or other government agency; (c) due to discontinuance or material modification of any of the Sites; or (d) due to unexpected technical issues or problems. SightX is not liable to you or any third party for any termination of your access to any part of the Sites. The rights and obligations of these Terms which by their nature should survive, will survive any termination of your use of the Sites.
INTELLECTUAL PROPERTY INFRINGEMENTS.
DMCA NOTICE. Since we respect artist and content owner rights, it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide information in writing to the Designated Agent. You should consult with your own lawyer and/or see 17 U.S.C. §512 to confirm your obligations to provide a valid notice of claimed infringement.
DESIGNATED AGENT. SightX’s designated agent for receipt of DMCA violations or other notices of claimed infringement (the “Designated Agent”) can be contacted at: support@sightx.io
GENERAL.
GOVERNING LAW. The laws of the State of New York, but excluding New York’s choice of law rules, shall govern the validity, performance and enforcement of these Terms.
SEVERABILITY. If any provision of these Terms is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
SECTION HEADINGS. The Section headings are provided merely for convenience and shall not be deemed to supersede or modify any provisions.
ASSIGNMENT. These Terms will inure to the benefit of our successors and assigns. You may not assign these Terms or any of the rights or licenses granted hereunder without the prior express written consent of SightX. “Assign” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. SightX may assign these Terms, including all its rights hereunder, without restriction. These Terms may only be amended in a writing signed by you and an authorized representative of SightX, except as provided in Section 1(a).
NO THIRD-PARTY BENEFICIARIES. No provision of these Terms is intended for the benefit of any third party, and the parties do not intend that any provision should be enforceable by a third party.
NOTICE. If you would like to contact us for any reason, please email: support@sightx.io.
NO WAIVER. Failure of SightX to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision in these Terms. No waiver will be effective against SightX unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.
RELATIONSHIP OF PARTIES. You agree that no partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is intended between you and SightX as a result of these Terms or use of the Site.
ENTIRE AGREEMENT. Except to the extent a Services Agreement applies, these Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements or contracts, oral or written, entered into between the parties relating to the subject matter hereof. Each party acknowledges that there are no warranties, representations, covenants or understandings of any kind, manner or description whatsoever by either party to the other except as expressly set forth herein.