Terms Of Service

These Terms and Conditions (“Terms and Conditions”) are made a part of and incorporated by reference into the Gyrus Systems Subscription Agreement by and between the entity registered as the client (“Client”) in the sign-up and registration documentation provided by Client and Manan, LLC, a Virginia limited liability company d/b/a Gyrus Systems (“Gyrus”) (the “Agreement”).

1. Definitions

• “Affiliate” means a party that partially (at least 50%) or fully controls or owns, is partially or fully controlled or owned by, or is under partial (at least 50%) or full common control or ownership with, another party.
• “Agreement” means the Order and these Terms and Conditions.
• “Client Content” means each and all of the following which is provided by Client: course, learning object, certification, assessment, evaluation, resources, instructor-led session, or document.
• “Client Data” means proprietary or personal data regarding Client or any of its users under the agreement.
• “Confidential Information” means any non-public information of Gyrus or Client disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which a reasonable person would consider proprietary or confidential or which is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information shall not, however, include any information which the recipient can establish: (i) was or has become generally known or available or a part of the public domain without direct or indirect fault, action, or omission of the recipient; (ii) was known by the recipient prior to the time of disclosure, according to the recipient’s written documentation in existence prior to the time of disclosure; (iii) was received by the recipient from a source other than the disclosure, rightfully having possession of and the right to disclose such information; or (iv) was independently developed by the recipient, where such independent development has been documented by the recipient by written documentation in existence prior to the time of disclosure.
• “Free Trial” means a period, lasting the length of time and for the number of Subscribers specified [during sign-up][in writing in the sign-up or registration documentation provided by Gyrus], whereby Gyrus has allowed Client to use the Software on a provisional basis without payment for such use therefor.
• “Implementation” means implementation, deployment, and/or training relating to the Software.
• “Intellectual Property Right” means any patent, copyright, trade or service mark, trade dress, trade name, database right, goodwill, logo, trade secret right, or any other intellectual property right or proprietary information right, in each case whether registered or unregistered, and whether arising in any jurisdiction, including without limitation all rights of registrations, applications, and renewals thereof and causes of action for infringement or misappropriation related to any of the foregoing.
• “Order” means a Services purchase in a schedule, statement of work, order, addendum, or amendment signed by both parties (or an online purchase authorized by Client).
• “Service” means any service rendered by Gyrus specifically to Client, including, but not limited to: (i) hosting of and/or providing access to the Software; (ii) Implementation; (iii) development of Software functionality specially requested by Client; and/or (iv) any consulting service.
• “Software” means any and all of Gyrus’s software offerings, including, without limitation, GyrusAim_TM Learning Cloud , as well as all updates, revisions, bug-fixes, upgrades, and enhancements thereto, as well as software that has been modified in any way by Gyrus at the request of a client.
• “Subscriber” means an employee, member, or customer of Client or one of its Affiliates who is permitted by Client to access the Software.
• “Subscription” means a subscription purchased by Client for a Subscriber to access the Software.
• “Term” means the Initial Term plus all Renewal Terms.

2. Registration Services

In order to use the Services, the Client must obtain a valid Gyrus account, which can be obtained by registering on the website https://www.gyrus.com by filling in the registration form and providing all the required information, including a valid e-mail address (“Registration Data“). The Client can then choose an account name for their web space (eg.Myname.gyrusaim.com) that is not already in use by another user.

• Client shall ensure that are responsible for maintaining the confidentiality of account login information (username/password) and are fully responsible for all activities performed on their account.
• Client agrees that is shall ensure that each Subscriber shall (a) provide true, accurate, current and complete information about yourself as prompted by the registration form to the Services, and (b) maintain and promptly update the Registration Data to keep the information true, accurate, current and complete, (c) immediately inform Gyrus of any unauthorized use of the Subscriber’s account or any other breach of security, and (d) exit from such Subscriber’s account at the end of each work session.
• Gyrus undertakes no obligation to verify the data provided by the Client. However, if Gyrus FINDS or even just suspects that the above information is untrue, inaccurate, not current or incomplete, Gyrus may take any action it deems appropriate in its sole discretion including, without limitation, to suspend or terminate the Client’’s or any Subscriber’s account and refuse any and all current or future use of the Services (or any part of them).
• Gyrus will not be liable for any loss or damage arising from Client’s or any Subscriber’s failure to comply with this section. Client shall be responsible and liable to Gyrus for any violation of this Section or other provision of this Agreement by any Subscriber.

3. Trial Period of Gyrus Services (Trial)

To allow the Client to evaluate the services offered by GYRUS, upon proper registration and obtaining a valid Gyrus account. Gyrus may in its discretion allow for some or all of its products to activate a one-time free trial account (Trial) for a limited period of time as specified on the website https://www.gyrus.com or any affiliate pages, during which Trial the Client can:

• Import and manage users without any limitations (up to 50 active users).
• Import existing contents owned by the Client.
• Setup, assign and track various training types.
• Submit requests to sales support team with any questions.

Gyrus reserves the right to modify or terminate any Trial period at any time for any reason in its sole discretion. In the event of activation of multiple versions of the same Trial by Client or a Subscriber(individual or organization), Gyrus further reserves the right to terminate access to all activations, Service and Software, and to erase all the data recorded therein. Gyrus, on a case by case basis and inits sole discretion, may extend the Trial period.

If by the end of the Trial period the Client does not purchase a product or any Gyrus products, all data, information, and content uploaded by the Client in GyrusAim_TM Learning Cloud and any configuration made during installation GyrusAim_TM Learning Cloud, will be canceled and will be permanently deleted within 90 days.

Gyrus recommends that Subscribers who are using the Trial version of the Service should make use of the tools of online manuals and documentation made available prior to making the purchase of the platform.

4. Purchasing Process of Payment Services

Regardless of, or when, at the end or after the Trial period, users can purchase one of the plans offered by Gyrus for the product GyrusAim_TM Learning Cloud. Buying a user plan involves the conversion of the platform into the free version into a platform with a fee. The plans to buy are based on the concept of the maximum number of active users for each plan during the subscription period, either monthly or yearly. The characteristics of the various user levels are available on the website https://www.gyrus.com to go within the applicable Software platform itself, the menu dedicated to the acquisition of paid plans.

• Payment may be made by credit card, for a monthly or annual plan in effect, or wire transfer and/or Purchase Order, exclusively for the effective annual or multi-year plans.
• The request for payment by bank transfer requires the provision of an order form by Gyrus to the Client and the Client’s acceptance of the same order form. The total annual cost at the time of order must be paid at the time of acceptance and payment by bank transfer.
• This Agreement may be renewed from time to time for a renewal period of equal duration to the original term(30 days or 365 days), with payment of the relevant amount in the same manner as defined in the activation.
• Unless otherwise expressly provided for in this Agreement or the applicable Order form, (i) all fees are based on Software and/or Services purchased and not on actual use; and (ii) all fees paid under this Agreement are non-refundable. Client agrees that payment of fees under this Agreement and any applicable Order form is not contingent on the delivery of any future Software or Service functionalities or features or any other future commitments, except as expressly set forth in this Agreement and such applicable Order form.
• TAXES. Unless otherwise stated in writing, Gyrus’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively referred to as “Taxes”). You shall be responsible for paying all Taxes associated with your purchases hereunder. If Gyrus has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you.

5. Failure to Pay Full of Partial

In the event of non-payment or late payment, Gyrus may take any action it deems appropriate in its sole discretion including, without limitation, to deactivate your account immediately, in whole and/or in part, without notice, any outstanding payments relating to the Services or late. In particular, if we consider late or missed payments.

• via credit card, in case of failure to complete the payment process or if the transaction is suspended or dismissed
• by bank transfer, the amount not credited to the account of Gyrus

The continuation of unsolved for more than 15 days after its due date will result in the termination of this Agreement and the relative deactivation of services.

In the case of multiple accounts and/or Subscriptions with the same Client and Affiliate(s) of such Client, in the event of an unresolved failure to pay or other default with respect to one account or Subscription, Gyrus may take any action it deems appropriate in its sole discretion including, without limitation, to suspend or terminate any and/or all accounts of Client and Client’s Affiliates, disabling services purchased and / or delivering work already undertaken, and holding and/or applying any amounts already received to damages arising with respect to such failure to pay or other default.

6. Method of Withdrawal of Payment Plans

• Clients can deactivate the auto-renewal of the account or subscription and the related payment plan active on their platform at any time. The management of the auto-renewal is exclusively managed by an automated GyrusAim Learning Cloud platform and is the sole responsibility of the Client. The Client will be solely responsible for the activation and/or deactivation of that option.
• Deactivation of the automatic renewal may be done by logging in as the user having administrative rights within the GyrusAim_TM Learning Cloud billing and choosing the corresponding function that allows you to terminate the active payment plan.
• In case of an account or subscription made with payment by credit card, an auto-renewal deactivation becomes effective with the expiration of the then-current period of the validity of the subscription.
• If the Client is paying via bank transfer, the cancellation must be received by Gyrus with a notice not less than 60 days prior to the expiration of the then-current subscription period (for example, three years, five years, etc.). Otherwise, the Subscription period will be automatically renewed for the following year.
• Gyrus reserves any rights to apply any amounts received from Client to any damages arising from Client’s mismanagement of the option of automatic renewal.
• Termination due to Bankruptcy Events. A party may immediately terminate the agreement if the other party: (i) has a receiver appointed over it or over any part of its undertakings or assets; (ii) passes a resolution for winding up (other than for a bonafide scheme of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect and such order is not discharged or stayed within ninety (90) days; or (iii) makes a general assignment for the benefit of its creditors.

7. Support

Please refer to the Gyrus Support Policy and Gyrus Service Level Agreement, which can be found at Support SLA. In no event shall Gyrus be responsible or liable for any errors, bugs or other problems contained in or originating from hardware or software not provided by Gyrus.

8. Gyrus Obligations

In accordance with the terms and conditions of the agreement, Gyrus will: (i) make the Software and Services available on a non-exclusive basis to Client and Subscribers via the Internet; (ii) maintain safeguards for protection of Client Data, including regular back-ups and security protocols, as determined to be appropriate by Gyrus in its sole discretion; (iii) not modify, or disclose Client Data (except as compelled by law, to prevent or address service or technical issues, or if otherwise permitted by Client). Gyrus shall process Client Data in accordance with Client’s instructions consistent with and in the scope of this Agreement. Client authorizes Gyrus to transfer Client Data to Gyrus Affiliates and/or subcontractors in the United States, India, and/or other locations reasonably required to provide support, perform technical projects or perform other types of services under the agreement.

8. Client Obligations

The Client may only use the Software and Services for its own lawful, internal business purposes. Client shall comply with the terms of this Agreement and shall not itself not shall it permit, authorize or instruct any third party to: (i) access, use or deploy the Software in violation of applicable laws, this Agreement or these Terms and Conditions; (ii) copy, resell, distribute or sublicense the Software or Services; create any derivative works based upon the Software or Services; (iii) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code of or from the Software or any part thereof; (iv) make the Software or Services available to any unauthorized parties, including without limitation, competitors of Gyrus; (v) use, input, introduce or upload any Destructive Elements to the Software or in connection with any Services; (vi)modify, adapt, or translate the Software, (vii) save, store, or archive any portion of the Software (including, without limitation, any data contained therein) outside of the Gyrus website or platform for the Software other than those outputs generated through the intended functionality of the Software and such Gyrus-provided website or platform; (viii) remove or modify any proprietary markings or restrictive legends placed on the Software and/or the Gyrus website or platform for the Software; or (ix) perform, or release the results of, benchmark tests or other comparisons of the Software or Services with other software, services, or materials. “Destructive Elements” means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would (i) cause the Software and/or any Services to cease functioning; (ii) in any way damage or corrupt data, storage media, programs, equipment, or communications; or (iii) otherwise interfere with the operations of the Software amd/or any Services, including, without limitation, trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).The Client will be responsible for Subscribers’ compliance with the agreement and liable for Subscribers’ breach thereof. The Client will ensure that it has obtained all necessary consents and approvals for Gyrus to access and use Client Data for the purposes permitted under this agreement and that the provision of Client Data to Gyrus hereunder does not violate or infringe any Intellectual Property Right of any third party. If Client is in breach of this section, Gyrus may suspend Services, in addition to any other rights and remedies Gyrus may have at law or in equity.

9. Intellectual Property

Subject to the terms and conditions of this Agreement and any applicable Order form, Gyrus hereby grants to Client, during each valid and applicable subscription period, a limited, world-wide, non-exclusive, non-transferable license, without the right to grant sublicenses, to authorize Client and client’s authorized users to use the Software and Services solely for Client’s internal business purposes. As between the parties, Gyrus will and does retain all right, title and interest (including, without limitation, all Intellectual Property Rights) in and to the Software and Services. Client retains all ownership rights to Client Data and hereby grants to Gyrus and Gyrus’ Affiliates a non-exclusive, world-wide, royalty-free, license to reproduce and use Client Data for purposes of performance of this Agreement. Client represents and warrants to Gyrus that Client and its Subscribers have all rights, consents and authorizations to provide the Client Data to Gyrus for purposes of this Agreement and use of the Services and the Software.

10. Confidentiality

Each of the parties agrees: (i) not to disclose any Confidential Information to any third parties except as mandated by law and except to those subcontractors of Gyrus providing Services hereunder who agree to be bound by confidentiality obligations no less stringent than those set forth in these Terms and Conditions; (ii) not to use any Confidential Information for any purposes except carrying out such party’s rights and responsibilities under the agreement; and (iii) to keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. These obligations shall survive termination of the agreement. If a party breaches any of its obligations with respect to confidentiality or the unauthorized use of Confidential Information hereunder, the breaching party acknowledges that money damages will not be a sufficient remedy for such breach and the non-breaching party shall be entitled to seek equitable relief to protect its interest therein, including but not limited to, injunctive relief, as well as all other remedies which may be available to it under law or equity. The non-breaching party will not be required to post a bond or other security in connection with the granting of any such relief.

11. Indemnification

• Gyrus’s Indemnification Obligations: Gyrus agrees to indemnify, defend, and hold harmless Client from and against any and all third party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements, damages, expenses and costs (including reasonable attorney’s fees and related court costs and expenses) incurred or suffered by Client which directly relate to or directly arise out of the violation or infringement of any third-party Intellectual Property Rights by the Software. The foregoing provisions of this section shall not be applicable, with respect or related to, or in connection with: (i) Client Data; or (ii) unauthorized or negligent use and/or alteration of the Software.
• Indemnification by Client: Client agrees to indemnify, defend, and hold harmless Gyrus from and against any and all damages incurred or suffered by Gyrus which directly relate to or directly arising out of (i) Client Data or Client Content including without limitation the violation of any applicable data privacy laws or infringement of any third-party Intellectual Property Rights by any Client action or inaction, Client Data or Client Content; (ii) Client’s breach of this Agreement; (iii) Client’s breach of any representation or warranty; (iv) Client’s non-compliance with any applicable law; or (v) Client’s non-payment hereunder. The foregoing provisions of section 9(b)(i) shall not be applicable to the extent the damages relate to or arise from Gyrus’s use of Client Data or Client Content in violation of the agreement.
• Indemnification Procedures: To obtain indemnification, indemnitee shall: (i) give written notice of any claim promptly to indemnitor, provided that any failure to provide prompt notice shall not excuse the indemnifying party’s obligations hereunder except to the extent such delay prejudices the indemnifying party’s rights; (ii) give indemnitor, at indemnitor’s option, sole control of the defense and settlement of such claim, provided that indemnitor may not, without the prior consent of indemnitee (not to be unreasonably withheld), settle any claim unless it unconditionally releases indemnitee of all liability; (iii) provide to indemnitor reasonably requested and available information and assistance; and (iv) not take any action that might compromise or settle such claim.
• Exclusive Remedies: The remedies set forth in this section shall be exclusive with respect to any infringement claim hereunder.
• 
  

12. Warranties

Each party represents and warrants to the other party that, as of the date hereof: (i) it has full power and authority to execute and deliver this Agreement; (ii) this Agreement has been duly authorized and executed by an appropriate employee of such party; (iii) this Agreement is a legally valid and binding obligation of such party; and (iv) its execution, delivery and/or performance of this Agreement does not conflict with any agreement, understanding or document to which it is a party. GYRUS WARRANTS THAT ANY AND ALL SERVICES PROVIDED BY IT HEREUNDER SHALL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH PREVAILING INDUSTRY STANDARDS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT GYRUS MAKES NO REPRESENTATION, WARRANTY OR COVENANT THAT ANY SERVICES AND/OR SOFTWARE WILL COMPLY WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, PUBLIC LAW 104-191 AND/OR THE STANDARDS FOR PRIVACY OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION PROMULGATED THEREUNDER BY THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES AT 45 CFR § 160 AND § 164, AS AMENDED FROM TIME TO TIME (COLLECTIVELY, “HIPAA”), AND/OR THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT OF 2009 (THE “HITECH ACT”).CLIENT’S EXCLUSIVE REMEDY FOR ANY BREACH OF THESE WARRANTIES SHALL BE TO TERMINATE THE AGREEMENT FOR CAUSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13 (“WARRANTIES”) AND ANY APPLICABLE ORDER FORM, THE SOFTWARE AND ALL SERVICES INCLUDING ANY UPDATES OR CUSTOMIZATIONS THERETO AND THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED BY GYRUS HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.”GYRUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (EXCEPT FOR THE INFRINGEMENT INDEMNIFICATION PROVIDED HEREUNDER), AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION,INTEGRATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CLIENT UNDERSTANDS THAT THE SOFTWARE IS SOFTWARE-AS-A-SERVICE. ACCORDINGLY, SOFTWARE ENHANCEMENTS MAY BE MADE BY GYRUS ON A PERIODIC BASIS, AND CLIENT WILL ONLY HAVE ACCESS TO THE MOST RECENT VERSION OF THE SOFTWARE MADE AVAILABLE TO CLIENT. GYRUS HAS NO RESPONSIBILITY WHATSOEVER FOR CLIENT’S CONDUCT OF ITS BUSINESS.

13. Liability

GYRUS’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WILL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO GYRUS HEREUNDER FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT. THE PARTIES ACKNOWLEDGE THAT THE FEES AGREED UPON BETWEEN CLIENT AND GYRUS ARE BASED IN PART ON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. GYRUS WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT SOFTWARE (EXCEPT AS SET FORTH IN SECTION “RIGHT TO PROCURE OR SUBSTITUTE”), OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Communications

Neither party shall issue any publicly disseminated statement using the name of the other party as a customer or provider without the other party’s consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, Gyrus may mention Client by name during external communications and list Client’s name and logo alongside Gyrus’s other clients on the Gyrus website and in marketing materials, unless and until Client revokes such permission.

15. Miscellaneous Provisions

• Governing Law; Jurisdiction: The agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the federal laws of the United States of America, without regard to conflict of law principles, and the state and federal courts of the Commonwealth of Virginia located in the County of Henrico shall have exclusive jurisdiction in any proceedings relating to it.
• Force Majeure: Neither party will be liable for any failure or delay in its performance under the agreement due to any cause beyond its reasonable control, including without limitation, acts of war, acts of God, earthquake, flood, weather conditions, embargo, riot, epidemic, acts of terrorism, sabotage, labor shortage or dispute, governmental act, failure of the Internet or other acts beyond such party’s reasonable control, provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses reasonable commercial efforts to correct promptly such failure or delay in performance.
• Counterparts; Facsimile: Orders may be executed in any number of counterparts and in facsimile or electronically, each of which shall be an original but all of which together shall constitute one and the same instrument.
• Entire Agreement: These Terms and Conditions, together with the Order and any attachments, contain the entire understanding of the parties in respect of the agreement’s subject matter and supersede all prior agreements and understandings (oral or written) between the parties with respect to such subject matter. Any schedules and exhibits to the agreement constitute a part thereof as though set forth in full therein. In the event of a conflict between the terms of any Order and this Agreement, the terms of this Agreement shall control. Purchase orders submitted by Client are for Client’s internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force and effect.
• Modifications: Gyrus may modify these Terms and Conditions at any time, and such modification shall be effective thirty (30) days from the posting by Gyrus of the updated terms at the above URL, except as otherwise specified by Gyrus. Client’s continued use of the Software following any amendment of these Terms and Conditions will signify Client’s assent to and acceptance of the revised terms. Any modification, amendment or addendum to an Order by Client must be in writing and signed by both parties and when Gyrus has enabled online purchasing via the Gyrus website or Client’s tenant, via online consent and acceptance.
• Assignment: Client may not assign the agreement or any of its rights, obligations, or benefits hereunder, by operation or law or otherwise, without Gyrus’s prior written consent. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns.
• No Third Party Beneficiaries: The representations, warranties and other terms contained herein are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons.
• Aggregated Data Use: Without limiting the confidentiality rights and protections set forth in these Terms and Conditions, Gyrus owns the aggregated, anonymized, and statistical data (“Aggregated Data”) derived from the operation of the Software, and nothing herein shall be construed as prohibiting Gyrus from utilizing the Aggregated Data for business and/or operating purposes, provided that Gyrus does not share with any third party Aggregated Data which reveals the identity of Client, Client’s users, or Client’s Confidential Information.
• Third-Party Applications: External Applications. The Software may contain features capable of interoperating with third-party applications not offered by Gyrus (“External Applications”). To use such features, Client may be required to obtain access to such applications from a third-party provider. Gyrus shall not be responsible for Client’s access to, or operation of, External Applications.
• Minimum Technical Requirements for Software Use: Client shall be responsible for obtaining and maintaining, at its own cost and expense, an adequate Internet connection, web browsers, and all necessary hardware and software required to access and use the Software and any Services. Client understands that, in order to use the Software, a Subscriber must utilize a web browser (preferably Gyrus’s qualified browser, which can be found at Supported Browsers).
• Severability: . If any provision of the agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, such provision shall be changed by the court or by the arbitrator and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of the agreement shall remain in full force and effect.
• Notices: Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by facsimile or mailed by registered or certified mail, return receipt requested, postage prepaid to the address for the other party first written above or at such other address as may hereafter be furnished in writing by either party hereto to the other party. Such notice will be deemed to have been given as of the date it is delivered, if by personal delivery; the next business day, if deposited with an overnight courier; upon receipt of confirmation of facsimile delivery (if followed up by such registered or certified mail); and five days after being so mailed. Notices to Gyrus shall be delivered to Gyrus Systems, 5400 Glenside Drive – Suite A, Henrico, Virginia 23228, attention: General Counsel or via email to sales@gyrus.com.
• Independent Contractors: Client and Gyrus are independent contractors, and nothing in the agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between Client and Gyrus. Each party understands that they do not have the authority to make or accept any offers or make any representations on behalf of the other. Neither party may make any statement that would contradict anything in this section.
• Headings and Capitalized Terms: The headings of the sections of these Terms and Conditions are for convenience only and do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe their meaning, scope or intent. Capitalized terms used, but not otherwise defined, herein shall have the same meanings assigned to those terms in the agreement.
• Waiver: No failure or delay on the part of either party in exercising any right, power or remedy under the agreement shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy.
• Survival: The following provisions will survive termination of this Agreement: Section 1 (“Definitions”), Section 4 (“Purchasing Process of Payment Services”) until Subscriber has paid all Fees and applicable Taxes, Section 5 (“Failure to Pay Full of Partial”), Section 9 (“Client Obligations”), Section 11 (“Confidentiality”), Section 12 (“Indemnification”), Section 13 (“Warranties”), Section 14 (“Liability”), and Section 16 (“Miscellaneous Provisions”).

Last updated: May 10, 2024