1. Background : Sikka Software Corporation ("SIKKA", "We" or "Us") operates business optimization solutions designed to allow you with SIKKA's optimization services ("Portal"). The following Portal Access Via Third Parties Terms and Conditions ("Terms and Conditions") is the agreement between you (“Customer”) and SIKKA. The Portal can be accessed via the web-based user interface found at the SIKKA website and/or via "SIKKA PORTAL", a SIKKA product offering connectivity provided via standardized methodologies and transactions used to support the electronic communication of messages between the SIKKA PORTAL user and SIKKA's optimization network infrastructure. SIKKA offers You access to data, information, products and/or services, which may be provided by or through the Portal, or SIKKA Dental Practice Monitor® or SIKKA OurCaseBook™ or Optimizer for Consultants™ or FSOonDemand™ or any other online property that requires user signup and login (“SIKKA PORTAL”) ("the Services"). Customer's ("User", "You", "Your" or "Customer" shall be synonymous for purposes of this agreement and shall mean the party making use of the Portal) access to, and use of the SIKKA Portal, including the SIKKA website, is subject to these Terms and Conditions. Customer is fully bound by each and all of these Terms and Conditions in addition to any and all other terms and conditions set forth in the Agreement between Customer and SIKKA. SIKKA and Customer are hereinafter also referred to collectively as the "Parties" or individually as a "Party".
2. Use of the SIKKA Portal : By registering, accessing, browsing, viewing, downloading, generating, receiving or transmitting any data, information or messages to or from the Portal and/or any third party, you hereby accept for Yourself and on Your company's behalf, without limitation or qualification, these Terms and Conditions (also referred to previously as Website Legal Terms and Conditions or Portal Legal Terms and Conditions) as well as the SIKKA Privacy Policy (collectively the "Portal Agreement") as currently constituted and as may be updated from time to time in accordance with its terms. After SIKKA posts such changes to the SIKKA website, Your continued use of the Portal shall constitute Your agreement to such changes. Therefore, You should regularly revisit this page to review the current Terms and Conditions as well as the SIKKA Privacy Policy page. We may also ask that you accept other terms and conditions that govern the use of particular Services at the time you register for or use that Service. This Portal Agreement incorporates by reference the Terms and Conditions of any Service for which you register or use. Any capitalized terms used herein but not defined herein shall have the meanings given such terms in any terms and conditions of any Service for which you may register or use.
3. Change of Information and Services : In its sole discretion, SIKKA shall control the appearance, development and operation of the Portal, SIKKA PORTAL. SIKKA shall in its sole discretion set standards for the messaging performance between SIKKA and the Customer. Information on SIKKA PORTAL may be changed and updated without prior notice. SIKKA may also make improvements and/or changes in the Services, Portal /or SIKKA PORTAL at any time without prior notice.
4. Intellectual Property : Except as expressly licensed under this Portal Agreement or under separate written agreement with SIKKA, each Party shall retain any and all title, right and interests it may have in its trademarks, copyrights and other intellectual property rights. SIKKA shall own all intellectual property rights in the Portal, SIKKA PORTAL, separately and as a whole, including all rights in and to trade secrets, patents, copyrights, trademarks, and know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign. SIKKA shall own any data that it creates as a result of or derived from operating the Portal, /or SIKKA PORTAL, and further, Customer shall not object to any use by SIKKA of any data created, provided, or transmitted as a result of or derived from operating the Portal, /or SIKKA PORTAL except as otherwise provided in this Portal Agreement. All information and data provided to Customer, directly or indirectly, by or through the Portal, or by other means, is provided solely for Customer's internal systems processing.
5. Errors : While SIKKA has used all reasonable efforts to ensure that the data and information created by SIKKA and contained in the Portal, SIKKA PORTAL are accurate and up to date, SIKKA is not responsible or liable for any errors, inaccuracies or omissions from the results obtained from the use of any such data and/or information or from use of any third party data and/or information. All data and information in the Portal, SIKKA PORTAL is provided "as is" with no guarantees of completeness, accuracy, or timeliness of results obtained from the use of the data and/or information.
6. Copyright : Unless otherwise noted, everything Customer sees or reads on the Portal, SIKKA PORTAL, and SIKKA PORTAL, including but not limited to textual, graphical and all other content created by or for SIKKA Inc., is the property of SIKKA Inc., and is protected by copyright and may not be used, except as provided in these Terms and Conditions, without written permission of SIKKA. SIKKA also owns a copyright and trademark in SIKKA PORTAL as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of such content. Re-publication or citation of any content generated by the Portal, /or SIKKA PORTAL without SIKKA's written consent is expressly prohibited, except as otherwise set forth herein. The Portal, /or SIKKA PORTAL may contain other proprietary notices and copyright information, the terms of which must be observed and followed. SIKKA is a trademark of Sikka Software Corporation. SIKKA neither warrants nor represents that Customer's use of material displayed on the Portal, SIKKA PORTAL, SIKKA PORTAL, and/or the Services will not infringe rights of third parties.
7. Claims of Copyright Infringement : SIKKA respects the intellectual property rights of others, and we ask that everyone using the Portal do the same. Anyone who believes that his or her work has been reproduced on the Portal in a way that constitutes copyright infringement may notify SIKKA's copyright agent by providing the following information: Identification of the copyrighted work that you claim has been infringed; Identification of the material that you claim is infringing, including a description of where it is located on the Portal so that we can locate it; Your address, telephone number and, if available, e-mail address, so that we can contact you about your complaint; and A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf in this situation. Notices of copyright infringement claims should be sent to the attention of the Copyright Compliance Officer as follows:
By mail : Sikka Software Corporation 830 Hillview Court Suite 290 Milpitas, CA 95035
By phone : : +1 800 94 SIKKA
By fax : +1 866 603 8224
By e-mail : marketing@SIKKASoft.com
If you give notice of copyright infringement by e-mail or phone, SIKKA's copyright agent will begin investigating the alleged copyright infringement; however, we must receive your signature by mail or fax before we are required to take any action. More information about U.S. copyright law can be found at the United States Copyright Office.
Hyperlinked Websites : SIKKA makes no warranties or representations whatsoever regarding any other websites Customer may access through the Portal, /or SIKKA PORTAL. When accessing a non-SIKKA website, Customer understands that it is independent from SIKKA and that SIKKA has no control over the content of that website. In addition, a link to a non-SIKKA website does not mean that SIKKA endorses or accepts any responsibility for the content or the use of such website. It is up to Customer to take precautions to ensure that whatever is selected for Customer's use is free of viruses and other items of destructive nature.
8. Received Information : Information or data provided to SIKKA by Customer may be transmitted to third parties in furtherance of SIKKA's business purposes so long as such transmissions are in accordance with the SIKKA Privacy Policy. SIKKA assumes no responsibility and shall not be liable for any loss of, erroneous or unjustified transfer to any third party of, or any third party's unjustified access to or alteration of confidential data or information provided to SIKKA by Customer.
9. Received Comments : Any comments sent to SIKKA regarding the Portal, SIKKA PORTAL become the property of SIKKA and may be used without limitation. Received comments will not be treated as confidential
10. Third Party Services/Products : You understand that many of the Services provided by or through SIKKA are provided by third parties ("Third Party Service Providers"). Third Party Service Providers may provide Services including, but not limited to, data, information, and other Services available via the Portal, SIKKA PORTAL. Customer expressly acknowledges and agrees that Third Party Service Providers are intended third party beneficiaries of this Portal Agreement as it pertains to Customer's use of Services provided by Third Party Service Providers, and acknowledges and agrees that such Third Party Service Providers shall have the right to enforce this Portal Agreement directly against Customer in their own names.
11. Disclaimer of Warranties : EXCEPT AS EXPRESSLY SET OUT IN THE PORTAL AGREEMENT OR UNLESS AS OTHERWISE SET OUT IN A WRITTEN AGREEMENT BETWEEN YOU AND SIKKA PURSUANT TO WHICH SIKKA HAS, FOR GOOD AND VALUABLE CONSIDERATION, MADE EXPRESS REPRESENTATIONS AND WARRANTIES TO YOU THAT REMAIN IN FORCE, SIKKA DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU OR ANY OTHER PARTY WITH RESPECT TO ANY INFORMATION AND DOCUMENTS, ANY DATA, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED BY OR THROUGH YOUR INTERACTION WITH THE PORTAL, /OR SIKKA PORTAL WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OF NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY ARE EXPRESSLY EXCLUDED AND DISCLAIMED. SIKKA, ITS SHAREHOLDERS, EMPLOYEES, RELATED PARTNERSHIPS, AFFILIATES, AGENTS, REPRESENTATIVES, SUPPLIERS, PREDECESSORS, SUCCESSORS, AND ASSIGNS (collectively "the SIKKA Parties") ALONG WITH THIRD PARTY SERVICE PROVIDERS, SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE PORTAL, SIKKA PORTAL, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR BUSINESS INTERRUPTION, LOSS OF DATA, AND LOSS OF PROFITS ARISING OUT OF ACCESS TO, OR USE OF THE PORTAL, /OR SIKKA PORTAL INCLUDING CONDITIONS ARISING FROM INCONVENIENCE, DELAY, OR LOSS OF USE OF THE SERVICES PROVIDED THROUGH THE PORTAL, /OR SIKKA PORTAL. SIKKA FURTHER DISCLAIMS WITHOUT LIMITATION ALL IMPLIED WARRANTIES THAT SERVICE WILL BE CONTINUOUS, UNINTERUPTED AND/OR ERROR-FREE, AS WELL AS ANY IMPLIED WARRANTIES OF TITLE AND NON-INFRINGEMENT. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR THE USE OF THE SERVICES, DATA, DOCUMENTS AND INFORMATION OFFERED BY OR THROUGH THE PORTAL, SIKKA PORTAL. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE PORTAL, SIKKA PORTAL AND/OR THE SERVICES MAY NOT BE FREE OF INTERRUPTIONS AND THAT THE SOFTWARE, INFORMATION AND DOCUMENTS, DATA AND CONTENT MAY CONTAIN BUGS, ERRORS, TECHNICAL PROBLEMS OR OTHER LIMITATIONS AND THAT THE PORTAL, SIKKA PORTAL AND/OR THE SERVICES MAY BE UNAVAILABLE FROM TIME TO TIME AND MAY LOSE OR CORRUPT INFORMATION AND DOCUMENTS AND/OR DATA FROM TIME TO TIME. SIKKA ASSUMES NO RESPONSIBLIITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, OR USE OF, THE PORTAL, SIKKA PORTAL OR YOUR DOWNLOADING OF ANY MATERIAL, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PORTAL, SIKKA PORTAL .
12. Limitation of Liability : IN NO EVENT SHALL SIKKA OR THIRD PARTY SERVICE PROVIDERS BE LIABLE IN CONNECTION WITH THIS PORTAL AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM ANY INFORMATION AND DOCUMENTS, ANY DATA, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED THROUGH YOUR INTERACTION WITH THE PORTAL, /OR SIKKA PORTAL PROVIDED HEREUNDER, AS WELL AS ANY INFORMATION AND DOCUMENTS, ANY DATA OR MESSAGES GENERATED, RECEIVED, TRANSMITTED, OR OTHERWISE DISSEMINATED WHICH ARE RELATED TO OR STEM FROM CUSTOMER'S USE OF OR REGISTRATION AT THE PORTAL THROUGH /OR SIKKA PORTAL, EVEN IF SIKKA IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SIKKA OR THIRD PARTY SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR DIRECT DAMAGES HEREUNDER. FURTHER, CUSTOMER UNDERSTANDS SIKKA IS NOT AN AGENT OF AND ASSUMES NO RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF THIRD PARTY SERVICE PROVIDERS NOR ANY ASPECT OF THE SERVICES RELATED TO THOSE THIRD PARTY SERVICE PROVIDERS. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF SIKKA OR THIRD PARTY SERVICE PROVIDERS AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. SHOULD ANY PORTION OF THE FORGOING EXCLUSION OF LIABILITY BE DEEMED UNENFORCEABLE, IN NO EVENT SHALL THE AGGREGATE CUMULATIVE LIABILITY OF SIKKA AND ALL OTHER SIKKA PARTIES, AS WELL AS THIRD PARTY SERVICE PROVIDERS, IN ANY AND ALL CIRCUMSTANCES EXCEED $500.
13. Indemnification : Without limiting the generality or effect of other provisions of this Portal Agreement, as a condition of registration or usage of the Portal, /or SIKKA PORTAL and SIKKA Services, Customer agrees to indemnify, hold harmless, and defend the SIKKA Parties against all third party claims, liabilities and damages incurred or allegedly incurred arising out of Customer's use of the Portal, SIKKA PORTAL, and/or the Services, and engagement in transactions on the Portal, SIKKA PORTAL, and/or the Services.
14. Network Integrity : a. As a condition of Customer's use of the Portal, SIKKA PORTAL and/or the Services, Customer agrees not to use the Portal, SIKKA PORTAL and/or the Services for any unlawful purpose or any purpose prohibited by these Terms and Conditions or the SIKKA Privacy Policy. b. As an SIKKA Customer, you agree not to: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Portal, SIKKA PORTAL and/or the Services; (ii) post or transmit to the Portal, SIKKA PORTAL and/or the Services any unlawful, fraudulent, harassing, libelous, or obscene Information of any kind; (iii) post or send to the Portal, SIKKA PORTAL and/or the Services any Information that contains a virus, bug, or other harmful item; (iv) post or transmit into or on the Portal, SIKKA PORTAL and/or the Services any information in violation of another party's copyright or intellectual property rights; (v) take any action which imposes an unreasonable or disproportionately large load on the Portal, SIKKA PORTAL and/or the Services infrastructure; (vi) use any device or technology to provide repeated automated attempts to access any portion of the Portal, SIKKA PORTAL and/or the Services; (vii) use the Portal, SIKKA PORTAL and/or the Services in any manner that could damage, disable, overburden, or impair the Portal, SIKKA PORTAL and/or the Services or interfere with any other party's use and enjoyment of the Portal, SIKKA PORTAL and/or the Services; (viii) attempt to gain unauthorized access to any Service offered on the Portal, SIKKA PORTAL , including but not limited to access through other accounts not legally registered to Customer, through any means; (ix) pass User-IDs or passwords to any third party without written consent from SIKKA; and (x) pass SIKKA tracking, booking, shipping instruction or WEB BL Information and Documents to any third party outside Customer's organization other than those for whom Customer is legally acting on behalf of, without the written consent of SIKKA. c. Customer may not obtain or attempt to obtain any information through any means not intentionally provided to Customer by SIKKA. In addition, Customer agrees not to copy, modify, adapt, reproduce, translate, distribute, transmit, reverse engineer, de-compile, or dissemble any aspect of the Portal, SIKKA PORTAL and/or the Services (including any prices or service descriptions) unless specifically authorized by this Portal Agreement. Actual or attempted unauthorized use of the Portal, SIKKA PORTAL and/or the Services may result in criminal and/or civil prosecution. d. You acknowledge that SIKKA has the right, but no obligation, to monitor the Portal, SIKKA PORTAL and the Services and to disclose any information necessary to operate the Portal, SIKKA PORTAL and the Services, to protect SIKKA, and SIKKA customers and licensors, and to comply with legal obligations or governmental requests. SIKKA reserves the right to refuse to post or to remove any information in the Portal, SIKKA PORTAL and the Services, in whole or in part, for any reason. e. You agree to comply with all governmental laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding or relating to your use of the Portal, SIKKA PORTAL and the Services.
15. Access to the Portal : In order to access and interact with the Portal, SIKKA PORTAL and/or the Services, Customer must be able to operate and maintain the necessary software and hardware, including, without limitation, Web browser software and appropriate communications infrastructure. Acquiring, installing, maintaining and operating any software and hardware needed to do so is solely Customer's responsibility. SIKKA is in no way responsible or liable for Customer's access to the Internet, including without limitation any connection speed issues, bandwidth or latency-related problems, that may affect Customer's ability to access and use the Portal, SIKKA PORTAL and/or the Services.
16. Term and Termination : The Portal will be available for Customer’s access for the duration of the Corporate Alliance Agreement. SIKKA retains the right to terminate Customer's access to the Portal through SIKKA PORTAL for any reason at any time without prior notice. Upon termination, Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 17 and 20 of these Terms and Conditions shall survive. You have the right to terminate this Portal Agreement upon thirty (30) days written notice to SIKKA. After such time, You shall have no right to use or otherwise access the Portal.
17. Law and Venue : The Portal, SIKKA PORTAL, SIKKA PORTAL, the Services, and this Portal Agreement, shall be governed by, and construed in accordance with the substantive laws of the State of California, without regard to the conflict of laws rules thereof. Each of the Parties irrevocably submits to the exclusive jurisdiction and venue of the courts of the U.S. District Court for the Santa Clara County of California and waives any objection to venue in such court.
18. Language : It is the express will of the parties that this Portal Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
19. General Provisions : If any provision (or portion thereof) of this Portal Agreement shall be invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof. In addition, in the event that any provision (or portion thereof) of this Portal Agreement is determined by a court to be unenforceable as drafted by virtue of the scope, duration, extent, or character of any obligation contained therein, it is the Parties' intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under such applicable law. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees. All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.
Force Majeure : Neither Party shall be liable for delays or failures in its performance to the extent such failures or delays result from acts beyond the reasonable control of such Party, including but not limited to fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, strikes, walkouts, riots, civil disorders, rebellions, quarantines, epidemics, embargoes or other similar governmental action.
20. Additional Terms and Conditions for SIKKA Services : To the extent Customer registers for and/or uses any of SIKKA's Services, Customer is fully bound by each and all of the terms and conditions set forth herein, as well as any terms and conditions set forth in any relevant user agreement between Customer and SIKKA for the specified Service. Defined terms in the relevant user agreement have the same meaning herein. If you have any questions or comments about privacy, the use of this website, the Portal, SIKKA PORTAL you can contact:
By mail: Sikka Software Corporation 830 Hillview Court Suite 290 Milpitas, CA 95035
By phone : +1 800 94 SIKKA
By e-mail : service@sikkasoft.com
