THE LOGITECH SYNC PORTAL, INCLUDING ANY SERVICES PROVIDED THEREIN, (“PORTAL”) PROVIDES THE ENTITY THAT IS SETTING UP THE SYNC INSTANCE, EITHER A LOGITECH CUSTOMER OR PARTNER (HEREIN “YOU” “YOUR” “CUSTOMER”) WITH ACCESS TO THE SYNC SERVICES FOR DEVICE AND SPACE MANAGEMENT.  BY ACCESSING AND USING THIS PORTAL, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THIS PORTAL. 

1. SERVICES  

1.1 The Services; Authorization for Access and Use. Logitech grants you a limited, non-transferable, non-exclusive, non-sublicensable license  to access and use the Sync services made available in this Portal solely for your internal business purpose. You recognize that some features and functionality of the Portal may only be available with additional offerings available from Logitech. If you have purchased a support services plan from Logitech, the Logitech Terms and Conditions for Services which are available here will apply. 

This Portal may be subject to interruptions and failures for reasons beyond Logitech’s control. You acknowledge these limitations and agree that Logitech is not responsible for any damages allegedly caused by the failure or delay of Portal that may result from any interruptions or failures.

1.2 Free Trials/Beta Programs. At times, Logitech may make available to You a free trial (“Free Trial”) or beta version (“Beta Version”) of features and functionality within the Portal. If you sign up for a Free Trial, Logitech will make the applicable services available on a trial basis free of charge until the earlier of (a) the end of the applicable free trial period for which  You signed up for, or (b) the start date of any paid plan to the same services, or (c) termination by Logitech in its sole discretion. Notwithstanding anything to the contrary in these Terms, a Free Trial is provided AS IS. 

A Beta Version may be used for the limited purpose of testing or trialing new features and functionality and are provided AS IS and may contain errors or inaccuracies that could cause failures, corruption or loss of data, and/or interruptions to the You. You agree to promptly report any errors, bugs, or other issues related to a Beta. You acknowledge that the use of a Beta is voluntary and does not create any obligation for Logitech to release a commercial version of the Beta. Logitech reserves the right to modify or discontinue Beta at any time without notice or liability.

A Beta Version or Free Trial may be subject to additional terms and conditions that would be presented along with such Beta Version or Free Trial.

1.3 Changes to Platform. Logitech may, in its sole discretion, discontinue the Portal or make changes to this Portal, as it deems necessary or useful. In the event Logitech makes changes, these Terms shall apply to the modified Portal.

1.4 Changes to Terms. Logitech may make changes to these Terms at any time. Your continued use of the Portal, following the posting of any changes, will signify your acceptance of those changes.

1.5 Links to third party product and services. The Portal may rely on or operate with third-party products and services, which are not under the control of Logitech. If you decide to use such third-party products or services, Logitech is not responsible for the performance of these products or services and you are responsible for reviewing and understanding the terms and conditions that may govern your use of such third-party products or services.

2. PORTAL ACCESS AND AUTHORIZED USER  

2.1  Portal Users. During the configuration and set-up process for use of the Portal, the initial user for a particular Customer shall designate an administrative user for such Customer’s account (“Administrative User”). The Administrative User may enable additional Customer employees and/or independent contractors to have user accounts and access and use the Portal on behalf of Customer (“Authorized Users”).

2.2 Conditions of Use. As either an Administrative User or an Authorized User (collectively “Portal Users”) you agree: (1) to submit accurate and truthful information; (2) to maintain the accuracy of such information; (3) to have read and understood, and agree, to be bound by, these Terms; (4) that you are at least 18 years old; (5) that your use of the Portal does not violate any U.S. law or regulation (e.g., you are not located in an embargoed country or not listed on any U.S. Government list as a prohibited or restricted party under applicable export control laws or regulations); and (6) you are responsible for maintaining any necessary segregation and access within your Customer account in the Portal. 

2.3  User Account Information. To use the Portal, you must register for a Portal User account and provide certain information about yourself as required by the registration form, such as username, email and/or and password (collectively “Credentials”). Portal User accounts should not be shared and are individual to each individual Portal User. Logitech reserves the right to refuse registration of, or cancel user names and passwords it deems inappropriate.

2.4 Account Responsibility. You are entirely responsible for maintaining the confidentiality of your Credentials, and for any and all activity that occurs under your Account. You agree to use “strong” passwords (combination of upper and lower case letters, numbers and symbols) and maintain your Credentials securely to prevent unauthorized access of your Account. You agree to notify Logitech immediately of any unauthorized use of your Account, or any other breach of security. You may be held liable for losses incurred by Logitech or any other user of the Portal due to the use of your Account by another person. Logitech is not liable for any loss or damage arising from your failure to comply with the above obligations.

3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES 

3.1 Software Restrictions. As a condition for using the Portal, you agree not to use the Portal: (1) for any purpose that it prohibited under these Terms; (2) for any purpose that is unlawful or tortious under applicable federal, state or local laws and regulations, (3) for any purpose that is inconsistent with applicable community standards, (4) in any manner that could damage, disable, overburden, or impair any Logitech server or network, or interfere with any other party's use of Portal, (5) to attempt to gain unauthorized access to any Logitech server, network, or services through hacking, password capture or any other means, (6) to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Portal, (7) to reproduce, resell or distribute the Portal for any purpose, (8) to use the Portal for the development, production or marketing of a service or product substantially similar to the Portal.

3.2 Customer Compliance. Logitech has no obligation to monitor your use of any Portal. However, Logitech reserves the right to review materials routed through any Logitech server or network and to remove any materials in its sole discretion.

3.3 Customer Systems. The Portal will not be accessible without: (1) registering as a Portal User; (2) network Internet access; and (3) other system elements that may be specified by Logitech. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Portal may not work as described when the requirements and compatibility have not been met. Use of the Portal involves transmission of data through your network service provider. You are responsible for all carrier, data or other related fees or charges you incur from your network service provider in connection with or related to your use of the Portal. Logitech assumes no liability or responsibility for the payment of any charges you may incur.

3.6 Restrictions on Export. You acknowledge and agree that Logitech is subject to regulation by US agencies and other governments, which prohibits export of certain products and of technical information to certain countries. You warrant that You will not export, re-export, either directly or indirectly, the Portal, associated services and/or technical information in violation of any applicable laws or regulations including without limitation those of the United States of America, the European Union, Switzerland and/or the laws or regulation of the jurisdiction(s) in which you utilize the Portal. Failure to comply with the foregoing obligations may result in delay of service or termination of these Terms.

3.7 DFARS. The Portal is a “Commercial Item”, as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and if you are a U.S. Government end user is being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this agreement. Unpublished-rights reserved under the copyright laws of the United States.

4. CONFIDENTIALITY  

4.1 Confidential Information. “Confidential Information” means any information designated as confidential orally or in writing by either party, or any information that the receiving party knows, or has reason to know, is confidential or proprietary based upon its treatment by the disclosing party, including but not limited to the Portal itself.

4.2 Exceptions. Confidential Information does not include information which: (i) was known to the receiving party before receipt from the disclosing party; (ii) is or becomes publicly available through no fault of the receiving party; (iii) is rightfully received by receiving party from a third party without a duty of confidentiality; (iv) is independently developed by the receiving party without any breach of these Terms; or (v) is disclosed by the receiving party with the disclosing party’s prior written approval. Confidential Information also does not include information submitted by You via a support ticket or other type of support request; or (b) usage data derived by Logitech from Your use of the Portal provided that such data is anonymized and aggregated.

4.3 Non-use and Non-disclosure. The receiving party agrees to keep all Confidential Information strictly confidential, using at least the same degree of care as for the receiving party’s own confidential information, but no less than a reasonable degree of care. The foregoing responsibilities will last until Confidential Information becomes publicly available and is no longer confidential.

4.4 Compelled Disclosure. Should the receiving party be required by a government body or court of law to disclose Confidential Information, the receiving party agrees to give the disclosing party reasonable notice so that the disclosing party may contest the disclosure or seek a protective order.

4.5 Remedies for Breach of Obligation of Confidentiality. The receiving party acknowledges that damages caused by the improper disclosure of Confidential Information may be irreparable and in the event of disclosure other than as permitted under these Terms, the disclosing party is entitled to seek equitable relief, including injunctive relief, in addition to all other remedies.

5. PROPRIETARY RIGHTS

5.1 Ownership. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Portal are owned by Logitech or its affiliates or our suppliers or licensors. Your access, and use of the Portal does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Logitech and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. 

5.1.1 Logitech Content. All text, graphics, user or visual interfaces, trademarks, logos, music, sounds, artwork, photographs, video and computer code (“Logitech Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and the arrangement of such Logitech Content, displayed or performed on the Portal is owned, controlled, or licensed by Logitech. All such Logitech Content is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Unless another agreement applies to particular Logitech Content, Logitech hereby grants you limited permission to use the Logitech Content subject to these Terms, as long as the use of such Logitech Content is solely for your personal, non-commercial informational use.

Unless expressly permitted in an applicable agreement or on the Logitech Content itself, none of the Logitech Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, or recording,without the prior express written permission of Logitech and/or the appropriate owner. Also, you may not “mirror” any Logitech Content contained on this Portal or any other server without Logitech’s express prior written consent.

5.2 Customer Data and Vendor Information License. Any information You upload or transmit to Logitech via this Portal, whether by direct entry, submission, e-mail or otherwise, including data, questions, comments, or suggestions, or device information, is deemed to be "Customer Data". 

5.2.1. License to Customer Data. Customer grants to Logitech the worldwide, perpetual, irrevocable, royalty-free right and license to (i) use Customer Data for Logitech’s business purposes including to perform its rights and obligations under this Agreement, (ii) use any ideas, feedback, concepts, know-how, or techniques contained in any communication Customer sends to Logitech via this Portal or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information; and (iii) collect, store, access, distribute, sublicense, modify and use aggregate or anonymized data derived from Customer Data in connection with Logitech (and its affiliates) business operations, such as to improve the Portal, to provide Select services, and to improve its products and services; provided that in all cases such right is subject to the section below on Privacy and Data Protection, and the terms of the Privacy Policy  with respect to any Customer Data that constitutes personal data and/or Customer’s confidential business information. The rights granted to Logitech under subsections (i), (ii) and (iii) above shall survive termination or expiration of this Agreement. 

5.3 Forums and Feedback. We encourage you to provide us with feedback. You agree that we may use in any manner and without limitation all comments, advice, recommendations, suggestions, complaints, and other feedback you provide to us regarding the Portal or other Logitech products and services, and that Logitech will own all intellectual property that we create based upon or incorporating your feedback.

5.3.1. Logitech has created support forums, blogs, community areas and group discussions, in the English language (at this time), so you can share your experiences, ask and/or answer questions, share ideas for Logitech products and services, and more (collectively referred to as “ Online Communities”). We appreciate that Logitech’s Online Communities reflect the diversity of its users and is an interesting place to share, learn, and interact. In keeping with this spirit of community, we have a core set of principles and guidelines in English that must be followed by all members, participants, content contributors and users. These guidelines are incorporated into these Terms, and may be reviewed at (xxx).

5.4 Procedure for making claims of copyright infringement. At Logitech, we respect the intellectual property of others. If you believe that your copyrighted work has been copied and is accessible on the Portal in a way that constitutes copyright infringement, please contact us to report possible copyright infringement at http://support.logitech.com/response-center.

6. TERM AND TERMINATION  

6.1 Term. These Terms shall apply from the date of your account registration  in the Portal until terminated as further set forth herein.

6.2 Termination by Logitech. You agree that Logitech may, in its sole discretion, terminate your access to the Portal and/or block your future access to the Portal if Logitech determines that you have violated these Terms or other agreements or guidelines that may be associated with your use of the Portal, or for other reasons that may include but are not limited to (1) requests by law enforcement or other government agencies, (2) a request to remove your account from the Administrative User, (3) discontinuance or material modification of the Portal, or (4) if Logitech reasonably believes it is necessary to maintain the security or integrity of the Portal. You agree that Logitech will not be liable to you or to any third party for termination of your access to the Portal.

6.3 Termination by You. In the event You are unsatisfied with the Portal, your sole remedy is to stop using the Portal. If You want to remove your Customer Data from the Portal You may request we do so by sending a notice submitting a support ticket to do so. You acknowledge that requesting removal of Customer Data from the Portal may limit your ability to use the Services made available through the Portal. To the extent that you have an active Logitech support services plan, this termination does not apply. See section 8 in the Logitech Terms and Conditions for Services for applicable terms related to a support services plan.

6.4 Termination for Breach. Either party may terminate these Terms if the other party materially breaches these Terms and the breaching party fails to cure such material breach within thirty (30) days of receiving notice thereof from the non-breaching party.

6.5 Effect of Termination. Upon termination of the Terms, the rights granted from one party to the other under these Terms shall be immediately terminated and you shall stop using the Portal. If You require deletion of your Account you may submit a support ticket requesting deletion of your Customer Data and Account.

6.6 Survival. Sections 3 (Restrictions), 4 (Confidentiality), 5 (Proprietary Rights), 6.5 (Effect of Termination), 8 (Indemnity) and 9 (Limitation of Liability) shall survive the termination of these Terms. All  other rights and obligations shall be of no further force or effect.

7. WARRANTY AND DISCLAIMER  

7.1 Sync Warranties. Each party represents and warrants that it has the legal power to enter into these Terms. Additionally, You warrant that (i) You own or have a license to use and have obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via the Portal or the Logitech Services; (ii) the provision and use of Customer Data as contemplated by these Terms, the Portal, and the Logitech Services does not and shall not violate any privacy policy, terms of-use or other agreement to which You are a party or any law or regulation to which You are subject to; and (iii) no Customer Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PORTAL AND ALL MATERIALS, INFORMATION, OPINIONS ON THE PORTAL OR LINKED FROM THE PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND LOGITECH AND ITS SUPPLIERS, AND THIRD PARTY SERVICE PROVIDERS (HEREINAFTER COLLECTIVELY REFERRED TO AS “SUPPLIERS”) HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. SUPPLIERS  MAKE NO WARRANTY THAT THE PORTAL IS AVAILABLE, ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION RECEIVED BY SUPPLIERS, OR OBTAINED OTHERWISE WILL CHANGE THIS DISCLAIMER. Some jurisdictions do not allow these limitations, so the above limitations may not apply to you.

8. INDEMNITY  

Indemnification by Customer. You shall indemnify, defend, and hold harmless Logitech, its affiliates, and their respective officers, employees, and agents from any and all claims, demands, damages, costs, and liabilities, including reasonable attorneys’ fees, made by any third party due to or arising out of your acts or omissions arising out of your use of the Portal. Logitech reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate as fully as reasonably required in the defense of any claim.

9. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOGITECH (OR LOGITECH OFFICERS, DIRECTORS, INVESTORS, SUBSIDIARIES, AGENTS, ASSIGNEES, REPRESENTATIVES, SUPPLIERS, PARTNERS, OR EMPLOYEES) SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES WHATSOEVER RELATED TO  THE LOSS OF USE, DATA, PROFITS, OR OTHER INTANGIBLE LOSSES (EVEN IF LOGITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), THE USE OF OR THE INABILITY TO USE THE PORTAL, REMOVAL OR TERMINATION OF THE PORTAL, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ERRORS OR OMISSIONS IN CONTENT ON THE PORTAL, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PORTAL, INSTRUCTION, INFORMATION OR SERVICES PROVIDED BY OR LINKED FROM THE PORTAL, OR ANY OTHER MATTER RELATING TO THE PORTAL. IN NO EVENT SHALL LOGITECH’S AND ITS SUPPLIERS’ CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE PORTAL EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO LOGITECH DURING THE PRIOR YEAR FOR THE PORTAL AT ISSUE. Some jurisdictions do not allow these limitations, so the above limitations may not apply to you.

10. GOVERNING LAW AND DISPUTE RESOLUTION. (a) If Your registered place of business or residence is in the USA, this Agreement will be exclusively governed by and construed in accordance with the laws of the State of California, without regard to or application of its choice of law principles. The U.N. Convention on Contracts for the International Sales of Goods shall not apply. All disputes will be referred to the exclusive jurisdiction of the state courts of the State of California located in Santa Clara County or to the federal courts for the Northern District of California;  

(b) If Your registered place of business is China or Japan, this Agreement shall be construed in accordance with the laws of Hong Kong. All disputes will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules. The law of this arbitration clause shall be Hong Kong law. The place of arbitration shall be Hong Kong. The arbitration proceedings shall be conducted in English. The number of arbitrators shall be one; and  

(c) If You who do not fall under (a) or (b) above, this Agreement will be exclusively governed by and construed in accordance with the laws of Switzerland, without regard to or application of its choice of law principles. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. All disputes will be referred to the exclusive jurisdiction of the Courts of Canton Vaud, Switzerland at the registered seat of Logitech Europe SA.

11. PRIVACY AND SECURITY

11.1 Privacy. Logitech respects your desire for privacy and takes care to protect the personal information you provide us. In connection with your use of the Portal, Logitech may store and otherwise process business contact information of Customer’s personnel and authorized users, for example, name, business telephone, address, email and user IDs for business dealings. Logitech may collect diagnostic and usage data to help maintain and improve the Portal. Logitech shall process the referenced information as a Controller, as defined in the applicable data privacy laws, and shall fulfill all Controller obligations independently. The Logitech Privacy Policy at https://www.logitech.com/legal/product-privacy-policy.html provides additional details with respect to Logitech's collection, use and handling of such information.By using the Portal, you confirm you have read and agree to the Privacy Policy. In addition, the Logitech Data Processing Agreement is incorporated into and forms a part of these Terms.

11.2 Security. Logitech has security measures in place to protect the loss, misuse, and alteration of the information under Logitech's control.

12. NOTICES.  All notices must be sent in writing to: (A) If your registered place of business is in North America: Logitech Inc., Attn: Legal Department, 3930 North First Street, San Jose, CA 95134, USA; (B) if your registered place of business is outside North America : Logitech Europe SA, Attn: Legal Department, EPFL - Innovation Square, CH - 1015 Lausanne, Switzerland, each with a copy to legalnotices@logitech.com.

13. FORCE MAJEURE  Nonperformance by either party will be excused to the extent that performance is rendered impossible by any reason wholly beyond the control and not caused by the negligence of the non-performing party; provided that any such nonperformance will be cause for termination of the Terms by the other party if the nonperformance continues for more than thirty (30) days.

14. ASSIGNMENT.  Logitech may assign these Terms at any time to any subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of Logitech to another entity. You may not assign these Terms.

15. GENERAL PROVISIONS

15.1 Entire Agreement. These Terms, including anything incorporated by reference in this Terms, constitute the entire agreement between you and Logitech regarding your access and use of this  Portal.

15.2 Severability and Non-Waiver. The failure of Logitech to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

15.3 Compliance with Laws. Customer represents and warrants that, in performing its obligations under this Agreement, it complies with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this Agreement, including but not limited to, laws, orders and regulations pertaining to imports, exports, environmental laws, any applicable laws against bribery and corruption, including the U.K. Bribery Act of 2010 and the United States Foreign Corrupt Practices Act, and laws pertaining to the use of forced labor, prison labor, or child labor. Customer will furnish to Logitech any information required to enable Logitech to comply with applicable laws, orders and regulations related to this Agreement and to the Services.