IMPORTANT: READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL CONTRACT GOVERNING YOUR USE OF SOFTWARE AND VIRTUAL BADGE (DEFINED IN DETAIL BELOW) COLLECTION AND USE OF CERTAIN PERSONALLY IDENTIFIABLE INFORMATION. BY CLICKING THE “ACCEPT” OPTION OR INSTALLING THE ACCOMPANYING SOFTWARE PRODUCT (THE “SOFTWARE”), YOU (ON BEHALF OF YOURSELF AND THE PARTY ON WHOSE COMPUTER OR MOBILE PHONE THE SOFTWARE IS INSTALLED) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ACKNOWLEDGE THAT VIRTUAL BADGE MAY COLLECT CERTAIN PERSONALLY IDENTIFIABLE INFORMATION RELATED TO YOUR USE OF THE SOFTWARE, AS EXPLAINED IN DETAIL BELOW.
If English is not your native language or you do not understand thoroughly any clauses herein, it is entirely your responsibility to make sure it is appropriately read or translated to you so that you understand all the terms and conditions herein.
You are not required to accept these terms but, unless and until you do, you will not be able to complete the creation of your account on the Virtual Badge app. If you do not wish to agree to these terms, please select “I DECLINE” and, if applicable, obtain a refund of the purchase price.
Your location information
We collect information about your location when you use our services, which helps us offer features like GPS-based clock-in/clock-out.
Your location can be determined with varying degrees of accuracy by:
Sensor data from your device
Information about things near your device, such as Wi-Fi access points, cell towers, and Bluetooth-enabled devices
WITH THE MOBILE APPLICATION, NEVER OPERATE A MOTOR VEHICLE OR OTHER MACHINERY WHILE USING VIRTUAL BADGE DUE TO THE INHERENT DANGERS THEREIN.
THE SOFTWARE MAY CONTAIN A “TIME OUT” FEATURE THAT WILL RENDER THE SOFTWARE INOPERATIVE AT THE END OF THE TERM.
THE USER WILL MAKE SURE THAT THE DEVICE AND SOFTWARE THEY’RE USING IS UPDATED TO THE LATEST VERSION AVAILABLE FROM THE MANUFACTURER OR VENDOR.
Sphinx Industries Inc. WILL COMMUNICATE SOFTWARE CHANGES VIA RELEASE NOTES AVAILABLE WITH EACH NEW UPDATE.
Thank you for selecting VIRTUAL BADGE®.
VIRTUAL BADGE® is the trademark name of the software licensed by Sphinx Industries Inc.. This software license agreement is a legal agreement between you, on behalf of yourself and the party on whose computer or mobile phone the software is installed, and Sphinx Industries Inc. (herein after known as Sphinx Industries Inc.) that describes the terms and conditions applicable to your use of the Software. By selecting “I ACCEPT,” you indicate that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever to the Sphinx Industries Inc. Software, and you will not be able to access or utilize the Software in any way or means.
LICENSE GRANT AND RESTRICTIONS.
Subject to the terms and conditions of this Agreement, including the payment of any applicable subscription fees, Sphinx Industries Inc. grants you a personal, limited, nonexclusive, non-transferable license, during the initial term of the subscription and any Renewal Term (as defined in Section 3), to electronically access and use the Software.
In addition to the Sphinx Industries Inc. software, the term Software includes any other programs, tools, internet-based services, components and any updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases, interactive website content, etc.) of the Software that Sphinx Industries Inc. provides or makes available to you.
You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other Sphinx Industries Inc. systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the Software, including any code or documentation; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, service bureau, or other arrangement; iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by Sphinx Industries Inc.’s other licensees or customers, or impose an unreasonable or disproportionately large load on Sphinx Industries Inc.’s infrastructure; (vii) render any services to a 3rd party that require the Software for the service to be performed; or (viii) otherwise use the Software except as expressly allowed under this Section 2.
Virtual Badge customers that are also using HR Boost (HRB) services (Products) may not: (i) permit other entities or individuals to use Products except under the terms listed herein, (ii) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Products, (iii) copy the Products (except as specified herein), (iv) sell, bargain, trade, transfer or otherwise export, directly or indirectly, the Products to any person or entity outside the United States without the express written consent of HRB, (v) sell, rent, lease, or otherwise transfer rights to the Products, or (vi) remove any proprietary notices or labels on the Products.
Testing or Benchmarking is strictly prohibited without prior written consent from Sphinx Industries Inc.. You acknowledge that the Software is not designed or licensed for use in hazardous environments, including without limitation operation of nuclear facilities, aircraft navigation systems, aircraft communication systems, air traffic control, life support or weapons systems and any other environment in which bodily injury or death could result from failure of or inability to use the Software.
RESERVATION OF RIGHTS AND OWNERSHIP.
The Software is licensed, not sold, and Sphinx Industries Inc. reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret, and other intellectual property laws. Sphinx Industries Inc. and its licensors own all right, title, and interest in and to the copyright, and all other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Sphinx Industries Inc. and VIRTUAL BADGE®.
Users have a non-transferable, non-exclusive license to access this Site, to view information contained at this Site and to interact with the Site solely for the use(s) for which it is intended. You agree not to use the Site for any unlawful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or any portion thereof or use it in any manner not expressly authorized by the Terms. You agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site. Tampering with the Site, misrepresenting the identity or age of a user, using buying agents or conducting fraudulent activities on the Site are prohibited and will result in consequences including but not limited to termination of membership. Sphinx Industries Inc. may, but are not obligated to, allow you to upload content for display on the Site. If Sphinx Industries Inc. allow this feature, please choose carefully the information you post on the Site, provide to other Users and/or otherwise make available to us and through the Site. Your content may not include any form of prohibited content, as outlined below. Despite this prohibition, information, materials, products or services provided by other Members (for instance, in their profile or displayed on the Site in areas in which users can post content) may, in whole or in part, be unauthorized, impermissible or otherwise violate the Terms, and Sphinx Industries Inc. assumes no responsibility or liability for this material.
If you become aware of misuse of the Site or its features by any person, please notify Sphinx Industries Inc. by sending an email to:
Sphinx Industries Inc. reserves the right, in its sole discretion, to reject, refuse to post or remove any posting by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability. Sphinx Industries Inc. expressly reserve the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Site if Sphinx Industries Inc. determine, in its sole discretion, that you have violated the Terms, pose a threat to Sphinx Industries Inc., its suppliers and/or its Users or for any other purpose Sphinx Industries Inc. determine in its sole discretion.
Sphinx Industries Inc. does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, “Content”) that you post on the Site (if applicable). After posting your Content to the Site, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. The Site may contain Content of Users and other licensors. Except as provided within the Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Site.
By displaying, publishing Content on the Site, or otherwise submitting Content to us (collectively, “posting”), you hereby grant to Sphinx Industries Inc. an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license to use, modify, delete from, add to, create derivative works of, publicly perform, publicly display, reproduce and distribute (and to sublicense the foregoing rights through multiple tiers of licensees) such Content on or through the Site. From time to time, we may remove Content from the Site, permanently or temporarily.
You represent and warrant that: (i) you own the Content posted by you on or through the Site or otherwise have the right to grant the licenses set forth above, and (ii) the posting of your Content on or through the Site does not violate the privacy rights, publicity rights, contract rights, intellectual property or any other rights of any person or entity. You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you.
The Site also contains Content provided by Sphinx Industries Inc., including, without limitation, text, images and logos (“Sphinx Industries Inc. Content”). Sphinx Industries Inc. Content is protected by copyright, trademark, patent, trade secret and other laws, and Sphinx Industries Inc. owns and retains all rights in the Sphinx Industries Inc. Content and the features and functionality of the Site. Sphinx Industries Inc. hereby grants you a limited, revocable, nonsublicensable, and non-transferable license to reproduce and display the Sphinx Industries Inc. Content (excluding any software code) solely for your personal use in connection with utilizing the products and services available on the Site. You agree to not use the Site to:
You are solely responsible for your use of the Site, the Content that you post on or through the Site, and any material or information that you transmit to other Members and for your interactions with other Users.
Sphinx Industries Inc. respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. We reserve the right to terminate the Membership of anyone we suspect to be an infringer.
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Sphinx Industries Inc.’s Copyright Agent the following information:
Sphinx Industries Inc.’s Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
Attn: Legal Support, DMCA Notices Sphinx Industries Inc. 1172 S. Dixie Hwy Suite 205 Coral Gables, FL 33146
Noting some versions of VIRTUAL BADGE® are free of any fee charges, the Software is licensed on a subscription basis. The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the subscription fee for paid versions of the Software. Access to the Software will begin (i) after your acceptance of this Agreement and after VIRTUAL BADGE receives and processes all the information, requested in the registration process; and (ii) after your acceptance of this Agreement and after Sphinx Industries Inc. receives and processes all the information, including the credit card or bank account information requested by the registration process. You must have a valid credit card or a valid debit card (hereinafter called “Card“) or arrange for payment by check in advance. Where government regulations require receipt of product before payment is released, Customer will be provided access to the product/services upon receipt of a purchase order from the Customer accompanied by confirmation that customer’s purchase order or request for funds has been properly submitted and approved for purchase. Payment for Products /services purchased via an approved purchase order are due within 15 days of approval of purchase. Customer access to the purchased products/services will be granted upon receipt of payment and processing by Sphinx Industries Inc. whether by check or online. Customer must have sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain access to the Software. The payment information you provide must be accurate and complete, and you agree to notify Sphinx Industries Inc. immediately of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable subscription term (Renewal Term) at the then-current subscription rate, unless you provide written notice of termination 30 days prior to the next Renewal term. Written notice may be in the form of email addressed to
or mailed to:
Attn: Termination of Service Sphinx Industries Inc. 1172 S. Dixie Hwy Suite 205 Coral Gables, FL 33146
Termination is effective upon receipt and acknowledgment of notice by us via email. Failure to provide written notice of termination 30 days prior to
contract period expiration
will result in Sphinx Industries Inc. activating an additional year subscription. Sphinx Industries Inc. reserves the right to increase subscription rates at any time; at which time subscription rate increases apply to the beginning of the next subscription term (Renewal Term). If Sphinx Industries Inc. is purchased at the not for profit 501(c)(3) rate, the user is not permitted to use the software for any business purposes other than that which are defined in the applicable laws for the operation of a 501(c)(3) non profit organization or business and may be subject to collection in arrears of up to treble the amount of subscription rate. Immediate termination of subscription will occur if end-user uses the Software under the influence of drugs or alcohol and/or in the commission of any other criminal activity. Driving while using the software is prohibited and will result in an immediate termination (without refund) of subscription.
User must register to use the Software and (i) provide true, accurate, current and complete information as prompted in the sign-up process (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If any Registration Data provided is inaccurate, not current or incomplete, or Sphinx Industries Inc. has reasonable grounds to suspect is inaccurate, not current or incomplete, Sphinx Industries Inc. may, in its sole discretion, suspend or terminate the user’s account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof), forfeiting any fees paid to date.
DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Sphinx Industries Inc., ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. Sphinx Industries Inc. DOES NOT WARRANT THAT THE SOFTWARE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, Sphinx Industries Inc. DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE UNLESS PERMISSION IS GRANTED BY USER SELECTING “I ACCEPT” OR CONTINUED ACCESS TO ANY TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO USER. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. THIS WARRANTY GIVES USER SPECIFIC LEGAL RIGHTS, AND USER MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
EXCEPT FOR THE WARRANTIES SET OUT UNDER SECTION 12(a), NEITHER HR BOOST (HRB) NOR ANY PERSON ON HRB’S BEHALF HAS MADE OR MAKES FOR VB’S BENEFIT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VB ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY HRB, OR ANY OTHER PERSON ON HRB’S BEHALF.
HR BOOST (HRB) SHALL NOT BE RESPONSIBLE FOR ANY MISAPPLICATION OR MISUSE OF THE PRODUCTS BY VIRTUAL BADGE (VB) OR ANY VB CUSTOMER. HRB EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES REGARDING THE SUITABILITY OF THE PRODUCTS FOR ANY HUMAN RESOURCE SITUATION OR THE COMPLETENESS OF THE INFORMATION CONVEYED VIA THE PRODUCTS AND/OR THE PORTAL.
LIMITATION OF LIABILITY AND DAMAGES.
THE ENTIRE CUMULATIVE LIABILITY OF Sphinx Industries Inc., ITS SUPPLIERS, AND SERVICES PROVIDERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE, UNLESS OTHERWISE SEPARATELY AGREED BY Sphinx Industries Inc. IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Sphinx Industries Inc., ITS SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVES(R) ENT, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET Sphinx Industries Inc.’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF Sphinx Industries Inc., ITS SUPPLIERS, SERVICE PROVIDERS, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).
(a) Consent to Electronic Communications.
Sphinx Industries Inc. may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to Sphinx Industries Inc., and the services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Sphinx Industries Inc., on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more websites. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Online Services and Third Party Services.
(b) Consenting to Do Business Electronically.
The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a subscriber to the Software.
(c) Hardware and Software Requirements.
In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 256-bit encryption, and an e-mail address. By selecting the “Accept” button, you are confirming to us that you have the means to access, and to print or download, Communications. Sphinx Industries Inc. does not provide ISP services. User must have their own Internet service provider.
(d) Withdrawal of Consent.
If you later decide that you do not want to receive future Communications electronically, write to us at:
If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software.
(e) Changes to Your Email Address.
You agree to notify us within 7 days of any change in your email address via the Software. Sphinx Industries Inc. is not responsible for any consequences due to your failure to comply with this requirement.
(f) Maintenance Obligations by ALL End User(s):
This system depends on you using the system on an electronic device manufactured by others which is outside of the control of Sphinx Industries Inc.. Said manufacturers frequently issue updates to the operating system software for that manufacturer’s hardware for security and performance issues. USERS of this system provided by Sphinx Industries Inc. agree to take full security and financial responsibility for any application failures or security issues that occur as a result of the hardware’s operating system failures. Additionally, by you refusing to upgrade the operating system with a manufacturer’s upgrade, you assume all responsibility and liability for said refusal. As Sphinx Industries Inc. holds system security as a priority, it also upgrades its systems to continue to work seamlessly with newly upgraded operating systems. With such new programming to support said upgrades, there are sometimes created certain error messages and/or bugs with the newly upgraded operating system given the complexity of the systems working together. After a 30 day notice period of any manufacturer’s upgrade of its operating system, Sphinx Industries Inc. no longer will support its system working on an outdated operating system. If you desire to take the security risks inherent with the continued use of such an outdated system, you assume any and all costs with the continued maintenance of the Sphinx Industries Inc. system on said outdated operating system. Said another way, Sphinx Industries Inc. is not responsible for the successful operation of the VIRTUAL BADGE software application on an older version of an operating systems past the initial 60 day term following issuance of said update.
Sphinx Industries Inc. shall have the right, to change or add to the terms of its Agreement at any time, (provided that it is not Sphinx Industries Inc.’s intent that such change substantially affect the license rights granted to Licensee in Section 2 and for which consideration was paid by you) and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Sphinx Industries Inc. determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any Sphinx Industries Inc. sponsored web site. Any use of the Software by you after Sphinx Industries Inc.’ publication of any such changes shall constitute your acceptance of this Agreement as modified.
Your rights under this Agreement may be terminated or suspended by Sphinx Industries Inc. immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 8. Upon termination you must immediately cease using the Software and Services. Any termination of this Agreement shall not affect Sphinx Industries Inc.’s rights hereunder.
User agrees to hold harmless VIRTUAL BADGE or its affiliates Sphinx Industries Inc., its officers, shareholders, directors, employees, or agents working in cooperation with any of the aforementioned, whether employees, contractors, or volunteers from any loss, liability, cost, expense, claim, or demand, including without limitation, reasonable attorneys’ fees, due or relating to or arising out of your use of Virtual Badge® and the Software in violation of the EULA and/or arising from a breach of the EULA terms and/or any breach of your representations and warranties set forth in the terms.
Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Sphinx Industries Inc. and sets forth the entire liability of Sphinx Industries Inc., its Suppliers, and service providers, and your exclusive remedy with respect to the Software, and its use. The Suppliers, agents, employees, distributors, and dealers of Sphinx Industries Inc.are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Sphinx Industries Inc.. User agrees to allow Sphinx Industries Inc. to collect aggregate information, individual information, and personally identifiable information, as defined herein. Your use of the term “VIRTUAL BADGE®” in any capacity is strictly prohibited without written consent from Sphinx Industries Inc.. Any waiver of the terms herein by Sphinx Industries Inc. must be in a writing signed by an authorized officer of Sphinx Industries Inc. and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word including means including but not limited to. This Agreement does not limit any rights that Sphinx Industries Inc. may have under trade secret, copyright, patent or other laws.
Any violations of this Agreement will result in Sphinx Industries Inc. pursuing, to the maximum extent of the law, any legal remedies available to it. This Agreement will be governed by the State of Florida laws. Each of the parties hereto hereby consents and agrees that any and all legal proceedings shall be exclusively held in the 15th Judicial Circuit of the State of Florida in the U.S.
WAIVER OF BENCH OR JURY TRIAL:
EACH PARTY HERETO KNOWINGLY, VOLUNTARILY AND EXPRESSLY WAIVES ALL RIGHT TO TRIAL BY BENCH OR JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ENFORCING OR DEFENDING ANY RIGHTS ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE SOLE EXCEPTION TO THIS CLAUSE IS IN REGARDS TO A VIOLATION OR ALLEGED VIOLATION OF PARAGRAPH 2 AND/OR 3 ABOVE BY A USER. THE USER ACKNOWLEDGES THAT THE PROVISIONS OF SECTION 15 HAVE BEEN BARGAINED FOR AND THAT IT HAS BEEN REPRESENTED BY COUNSEL IF SO DESIRED.
Any dispute, controversy, or claim arising out of, relating to, in connection with or in respect of this Agreement (with the sole exception as noted above in Section 14), including any question regarding its existence, validity, interpretation, breach, or termination (a “Dispute”), shall be finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association, which Rules are deemed to be incorporated by reference into this Section 15.
(a) The tribunal shall consist of one arbitrator.
(b) The seat of the arbitration shall be in Palm Beach County, Florida
(c) The language of the arbitration shall be English.
(d) The decision of the tribunal shall be in writing and shall contain findings of fact. Judgment upon the award rendered by the tribunal may be entered in any court having jurisdiction thereof. Any award of the tribunal shall be binding from the day it is made, and the parties waive any right to refer any question of law and any right of appeal on the law and/or the merits to any court (with the sole exception as noted above in 14).
(e) Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking injunctive, conservatory, and equitable or similar interim relief in any court of competent jurisdiction.
ATTORNEYS’ FEES AND COSTS:
In any proceeding arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.
is information that describes the habits, usage patterns, and demographics of users as a group but does not describe or reveal the identity of any particular user.
is information about a user that is presented in a form distinguishable from information relating to other users but not in a form that personally identifies any user or enables the recipient to communicate directly with any user unless agreed to by the user in advance of such communication. This information may be used to improve Sphinx Industries Inc. products and online sites, for internal marketing studies, or simply to collect demographic information about Sphinx Industries Inc. users.
“Personally identifiable information”
(c) Sphinx Industries Inc. may release personally identifiable information to comply with court orders or laws that require us to disclose such information.
(d) If you register to become a Member, you will be asked to choose a user name (or email address) and password. You are solely responsible for maintaining the confidentiality of this information. You are not permitted to allow anyone else to use your user name and password to log into the Site. Disclosing your username and password to a third party and/or accessing the Site for use by a third party may result in termination of your membership. You must notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account so please be vigilant in protecting its confidentiality.
(e) Children Under The Age of 13:
In compliance with Children’s Online Privacy Protection Act (COPPA) and the FTC’s Rule interpreting COPPA (16 CFR § 512) Sphinx Industries Inc. will not knowingly collect personally identifiable information from any person age 13 and under. Sphinx Industries Inc. encourages parents to instruct their children to never give out personal information when online. Parents who are concerned about the transfer of personal information from their children may contact us at the Contact Information below to obtain a record of any information held by Sphinx Industries Inc. and have it removed at their request.
(f) Cookies and Other Information on a User’s Machine
For example, when you sign into VIRTUAL BADGE®, Sphinx Industries Inc. stores your user id and a combination of your IP address and time of login as a cookie on your hard drive. This cookie allows you to move from page to page without having to sign in again on each page. Similarly, if you enter information during your session, such as name or affiliation, this will be stored as a cookie and you will not have to re-enter such information during a future application session.
Sphinx Industries Inc. also stores information on a user’s hard drive that is used in conjunction with online usage of Sphinx Industries Inc. products. Information regarding Sphinx Industries Inc. billing, your Sphinx Industries Inc. account, your Internet connection and the Sphinx Industries Inc. software installed on your computer or mobile device are uploaded to the server in connection with your use of Sphinx Industries Inc. and Sphinx Industries Inc. software. VIRTUAL BADGE® software automatically generates and submits to Sphinx Industries Inc. bug reports upon a crash or other occasional fault that may occur during the running of VIRTUAL BADGE®. Sphinx Industries Inc. online/mobile products may provide chat forums, bulletin boards, or instant messaging tools to users. Any information that is disclosed in chat forums or bulletin boards is public information, and users who message one another may not know each other personally. Users should exercise caution when deciding to disclose personal information in such chat forums and/or notes.
Sphinx Industries Inc. gives users the option of discontinuing receipt of promotional email communications from Sphinx Industries Inc.. Instructions for discontinuing receipt of promotional email communications from Sphinx Industries Inc. will be provided in all email communications to users.
(h) Use of NewbridgeGreen Twitter Bootstrap ExtJS 4 Theme and Cordova under the Apache License
Portions of this software are licensed under the Apache License, Version 2.0 (the “License”); you may not use this software except in compliance with the License. You may obtain a copy of the License at:
Unless required by applicable law or agreed to in writing, software distributed under the Apache License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
See the License for the specific language governing permissions and limitations under the License.
(i) Storage and Security of Information
Personally identifiable information will be processed and stored by Sphinx Industries Inc. in databases hosted in the United States. Sphinx Industries Inc. has taken reasonable steps to protect the information users share with us, including, but not limited to, setup of processes, equipment and software to avoid unauthorized access or disclosure of this information. Sphinx Industries Inc. always monitors its system for security issues and a prompt response to any warnings or alerts by various monitoring agencies is extremely important. In this regards, you agree to install any upgrade sent out to you by Sphinx Industries Inc. within 30 days of notice of such an upgrade. Your failure to make such an upgrade means you hold harmless Sphinx Industries Inc. and assume all liability and responsibility, including as detailed in other sections herein, for your refusal to install the recommended upgrade by Sphinx Industries Inc..
(j) Corrections, Updates and Removal of Information
If you are concerned about the accuracy of personal information maintained by Sphinx Industries Inc. or would like your personal information removed from Sphinx Industries Inc. records, please contact us at the Contact Information below for review, update, or removal of personal information.
(k) Fair Processing Notice
This Fair Processing Notice is the commitment by Sphinx Industries Inc. to protecting your privacy. Sphinx Industries Inc. protects your information from unauthorized use or loss and will only pass your data to our business partners, to fulfill your requirements or where we are required to do so by law. The information we collect from you may be used by Sphinx Industries Inc. worldwide, including countries that may have weaker data privacy laws than your country. The information Sphinx Industries Inc. and products collect from your computer is utilized in product and security improvement, to transmit messages to your computer or to generate e-mail marketing. You may opt-out of e-mail marketing at any time by clicking the relevant link in the e-mail message or contacting customer support at
(l) Contact Information
If you have any questions about this privacy statement, or the privacy practices of Sphinx Industries Inc., please contact us by emailing
or by mail at: