Terms & Conditions of Use

Effective date: June 2017
Last modified: June 2017

Introduction

Welcome to the website of Fypus LLC (“Fypus,” "Company," “our,” "we," or “us”). The following terms and conditions (“Terms and Conditions of Use”) govern your access to and use of our websites located at www.withfypus.com, privacy@withfypus.com, feedback@withfypus.com, and any subdomains of the same (collectively the "Website"), including any content, functionality, products and services offered on or through the Website.

PLEASE READ THESE TERMS and Conditions OF USE CAREFULLY BEFORE USING THE WEBSITE. By using the Website you accept and agree to be bound and abide by these Terms and Conditions of Use and our Privacy Policy, found at https://withfypus.com/privacy. If you do not agree to these Terms and Conditions of Use or the Privacy Policy, you must not access and/or use the Website.

If your access and/or use of the Website is prohibited or restricted in any way by the laws, regulations or other governmental requirements of the jurisdiction in which you live or reside, or if, for any reason and at any time, you do not agree with all of the terms and conditions contained in these Terms and Conditions of Use, please discontinue using the Website immediately. BY USING THE WEBSITE: (I) YOU CERTIFY THAT YOU ARE AT LEAST 13 YEARS OF AGE OR HAVE A PARENT OR GUARDIAN’S PERMISSION FOR YOUR USE OF THE WEBSITE AND (II) YOU UNDERSTAND, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. YOUR UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, OR ANY SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE, IS TO STOP USING THE WEBSITE AND/OR THOSE PARTICULAR SERVICES OR CONTENT. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS and Conditions OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE WEBSITE.

When we use the term “Agreement” we mean and are referring to these Terms and Conditions of Use, as well as any additional terms and conditions that apply to and govern your use of the features, functions, products and services we make available to you from time to time through the Website. These Terms and Conditions of Use and our use of the term “Agreement” also includes our Privacy Policy, which is hereby incorporated into our Agreement with you by this reference and this Agreement will remain in full force and effect as long as you are a user of the Website, even if your use of or participation in any particular service, feature, or function terminates, expires, ceases, is suspended or deactivated for any reason. In addition, when using particular services or materials on this site, as may be applicable, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms and Conditions of Use. All such guidelines or rules are hereby incorporated by reference into these Terms and Conditions of Use.

General Use of the Website

Certain portions of the Website are generally available to users in the general public without registration, and you may visit and browse these portions of the Website without charge or obligation; provided, however, we reserve the right in our sole discretion to make changes, limit, discontinue, or restrict any portion of the Website at any time and from time to time, without notice to you. Further, we reserve the right to withdraw or amend any service, product or material we provide on or through the Website, in our sole discretion without notice. You understand and agree that we will not be liable TO YOU OR TO ANY THIRD PARTY if for any reason all or any part of the Website is unavailable OR INTERRUPTED at any time or for any period.

To access other portions of the Website or some of the resources it offers, you may be asked to register and provide certain registration details or other information prior to be able to access these other portions of the Website. It is a condition of your use of the Website that all the information you provide on or though the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, as may be applicable, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose or are provided with a user name, password, or any other piece of information as part of a security procedure on the Website (as may be applicable), you are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We reserve the right to immediately terminate your account (as may be applicable) in the event of any unauthorized transfer or sharing thereof

Conduct on Website

Your use of the Website is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the Website. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other public or semi-public forum (where registration is required to view and post on the forum) or interactive service that may be available to you on or through this Website, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content--including text, communications, software, images, sounds, data, or other information--that:

1. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
3. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
4. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
6. Impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third-party users of the site, as may be applicable. We generally do not prescreen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, review pages, newsgroups, software libraries, or other public or semi-public forum or interactive services that may be available on or through this Website. However, we and our agents have the right at our sole discretion to remove any content that, in our judgment, does not comply with these Terms and Conditions of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See “User’s Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Website (as may be allowed and applicable) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, you may not use your account (as may be applicable) to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Website may be available to you or other authorized users of the Website. You shall not interfere with anyone else's use and enjoyment of the Website or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership (as may be applicable) without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Modifications

These Terms and Conditions of Use are effective as of the Effective Date noted above. We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change any of the terms, with or without notice. These changes become effective immediately, the Last Modified Date being noted above, and if you use the Website after the changes become effective it will signify your agreement to be bound by the changes. You acknowledge and agree that it is your responsibility to review the Website and these Terms and Conditions of Use periodically and to be aware of any modifications or revisions. You should check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. Notwithstanding the foregoing, any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Ownership and Proprietary Rights

Copyright © 2017 Fypus LLC – All Rights Reserved.

The Website and its entire contents, features and functionality (including but not limited to all information, documentation, software, text, displays, photographs, functional aspects, images, video and audio, and the design, selection, arrangement and organization thereof) (collectively referred to as “Content”), are owned by Fypus, its licensors or other providers of such material and are legally protected, without limitation, under United States federal and state, as well as international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, regulations and treaties.

Fypus authorizes you to access Content and grants you the non-exclusive, non-assignable, non-transferable revocable right to use the Website solely for your non-commercial and limited personal use, and to create links to the Website and reference the Website URL for commercial and non-commercial purposes. Any copying, redistribution, use or publication by you of any such Content or any part of the Website is prohibited without prior written permission from us or the specific content provider, except as otherwise expressly provided by this Agreement. Any such unauthorized use of the Content could result in criminal or civil penalties.

Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of this Website. All rights not expressly granted herein are reserved. Among other things, you must not alter, delete, or conceal any copyright, trademark or other notices contained on the Website, including notices on any Content you display, print or reproduce from the Website. You agree not to use the Website or any Content in violation of any law or regulation, to engage in any acts that may interfere with the proper working of the Website, to gain unauthorized access to Fypus’s computer systems, or to remove, circumvent, damage, disable, or otherwise compromise any security feature(s) related to the Website or the Contents.

The brands, names, logos, trade names, trademarks, service marks and other distinctive identifications (collectively “Marks”) on or of the Website are the intellectual property of and proprietary to Fypus, its advertisers, suppliers, and others with whom Fypus may do business. You have no right to use any of these Marks or any confusingly similar marks for any purpose without the express prior written consent of Fypus or of the specific mark owner.

We do not warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties.

Accuracy of Information

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information, and assume no obligation or liability to (and shall not be responsible or liable for a failure to) review, correct or update this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Fypus, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Fypus. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Hyperlinks to Third Party Websites

This Website may link you to other websites on the Internet or otherwise include references to information, documents, software, videos, materials and/or services provided by other parties. These websites may contain information or material that some people may find inappropriate or offensive. These other websites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply or constitute an endorsement of, or association with, the website or party by us, or any warranty of any kind, either express or implied, and does not incur any obligation, responsibility or liability on the part of Fypus or any of its affiliates, any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers (collectively “Fypus”). We do not verify, endorse, or have any responsibility for, any such third party websites, their business practices (including their terms of use and privacy policies), or any goods or services associated with or obtained in connection with any such website in any manner. Your use of such third party websites is at your own risk. If any third party website obtains or collects personally identifiable information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Policy, which describes how Fypus collects and uses your personally identifiable information.

User's Materials

Subject to our Privacy Policy, any communication or material that you transmit to or through this Website or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Website believes its copyright, trademark, or other property rights have been infringed by a posting on this site, as may be applicable, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed;
3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

Fypus LLC
P.O. Box 1690
Binghamton, NY 13904

607-773-2400

privacy@withfypus.com

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

Use of Site and Storage of Material

You acknowledge that we may establish general practices and limits concerning use of the services available on our site (as may be applicable), including without limitation the maximum number of days that uploaded content will be retained on the site, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this site. You acknowledge that we reserve the right to log off accounts which have not paid a subscription fee that are inactive for an extended period of time (as may be applicable). You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

We may provide storage space and access for material through our site. For purposes of these Terms and Conditions of Use, “material” refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in “Conduct on Website” above. We will not routinely monitor the contents of your online portfolio. You are solely responsible for any information contained in your online portfolios. However, if complaints are received regarding language, content, or graphics contained in your online portfolio, we may, at our sole discretion, remove the material hosted on our servers and terminate your account. We may also suspend the account, restrict access to it, or remove content from it if is necessary or appropriate based on our sole discretion.

The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

The Website is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to the site, you should not rely on the site as your only storage facility. You should preserve backup copies of any digital data, information, or other materials that you have uploaded. You agree not to hold us liable for any damage to, any deletion of, or any failure to store your files, data, or any registration data.

DISCLAIMER AND LIMITATIONS OF LIABILITY

THE WEBSITE AND ALL RELATED MATERIALS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING STATUTORY WARRANTIES, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ANY GUARANTY OR ASSURANCE THE WEBSITE WILL BE AVAILABLE FOR USE, THAT ALL PRODUCTS, SERVICES, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED, OR THAT ANY TRANSMISSIONS TO AND FROM THE WEBSITE WILL BE SECURE. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Website and WE MAKE NO WARRANTY THAT (A) THE Website and any AVAILABLE products, SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE Website and any AVAILABLE products, SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Website and any AVAILABLE products, SERVICES AND MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE WEBSITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Website.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE Website and any AVAILABLE products, SERVICES AND MATERIALS AT THIS WEbSITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS, products OR SERVICES that may be available AT or through THIS web SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS, products OR SERVICES.

Through your use of the Website, you may have the opportunity to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to, the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS WEBSITE AND A THIRD PARTY, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS WEBSITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through this Website often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with Fypus. We do not endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by anyone other than an authorized Fypus spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, as may be available and applicable, which policies are incorporated by reference into these Terms and Conditions of Use.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE WEBSITE, FYPUS, OR ANY OF THEIR AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF, ACCESS TO, INABILITY TO USE THE WEBSITE, ANY WEBSITE REFERENCED OR LINKED TO FROM THIS WEBSITE, SERVICES, PRODUCTS, FUNCTIONALITY, OR OTHER CONTENT OR MATERIAL AVAILABLE ON OR THROUGH THE WEBSITE, OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE (INCLUDING LOST REVENUES OR LOST PROFITS), INCIDENTAL, OR OTHER DAMAGES UNDER ANY LEGAL THEORY WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD-PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INTERNATIONAL USE

Although the Website may be accessible worldwide, we make no representation that any aspect or functionality thereof or materials thereon are lawful, appropriate or available for use in locations outside the United States of America, and accessing them from territories where its content is illegal is prohibited. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with all local laws and regulations. Any offer for any product, service, and/or information made in connection with the Website is void where prohibited.

Indemnification

You agree to indemnify, defend, and hold Fypus and any of their affiliates, any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and service providers, harmless from any liability, loss, claim, and expense, including reasonable attorneys’ fees, related to your violation of this Agreement or use or misuse of the Website. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Use of Information

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Website with or without notice and for any reason, including, without limitation, breach of these Terms and Conditions of Use. Any suspected fraudulent, abusive, or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this Website immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Website (as may be applicable). We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Each section in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, as well as your liability for any unpaid fees (as may be applicable), shall survive any such termination.

Miscellaneous Terms

Without limitation, this Agreement and our Privacy Policy contain the entire understanding and agreement between you and Fypus and supersedes any and all prior, inconsistent or other understandings relating to the Website and your use of the Website. This Agreement cannot be modified, changed or terminated, except as specifically described herein. Fypus may terminate this Agreement at any time, with or without notice, and for any reason.

You may not assign your rights and obligations under these Terms and Conditions of Use to any third party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Terms and Conditions of Use.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and/or services available through our Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

The failure of Fypus to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Fypus must be in writing and signed by an authorized representative of Fypus.

Nothing contained in this Agreement or your use of the Website shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions herein and this Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Website, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

This Agreement and your use of the Website shall be governed by, construed and enforced in accordance with the substantive laws of the State of New York applicable to contracts made, executed and wholly performed in that State, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the applicable State and Federal Courts situated in the Northern District of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise; provided, however, that notwithstanding the foregoing, you agree that Fypus has the sole right and discretion to commence and prosecute an action against you in connection with this Agreement, in your home jurisdiction.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: feedback@withfypus.com.

Thank you for visiting the Website.