acdGO Terms of Service
Effective as of May 14,
2012
PLEASE READ CAREFULLY
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Legal |
Summary |
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1.
Welcome to acdGO Legal Agreement. This Terms of
Service Agreement (“Agreement”) is a legal agreement between you, ACD Systems
International Inc. (“ACD”) and acdGO Software, Ltd. (“acdGO”, “we”, “us” or
“our”) setting forth, among other things, the terms and conditions for your
use of ACD online data storage and recovery services (“Services”), your ACD account
(“Account’) and the ACD client
software including any updates and accompanying written documentation (“Software”).
Collectively, the Services, Account and Software may be referred to as the
“Products”. This Agreement does not alter in any way the terms or conditions
of any other agreement you may have with us for other products or services. |
This Agreement is between you and
us and details the terms on which you use the ACD services, web Account and
related software applications. It does not affect any other agreement between
us. |
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By Using The Products, You Accept
Its Terms. By using the Products, you accept and agree to the provisions of
this Agreement without any reservations, modifications, additions or
deletions. If you do not agree to any provisions contained in this Agreement,
you are not authorized to use the Products. You may be denied access to the
Products, with or without notice to you if you do not comply with any
provisions of this Agreement. |
By using our products and services
you agree to the terms of this Agreement. |
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Modifications to Agreement. We may
from time to time modify this Agreement and will post a copy of the amended
Agreement on the Account. Therefore, you should frequently review this
Agreement to understand its terms and conditions. If you do not agree to, or
cannot comply with, the Agreement as amended, you are not authorized to use
the Products. You will be deemed to have accepted the Agreement as amended if
you continue to use the Products after any amendments are posted on the Account.
We reserve the right to refuse to provide our services and products to anyone
at any time. We can change this Agreement at any time by placing a notice on
the Account. Your continued Use of the Products after we notify you of any
changes to these terms indicates that you accept any revisions to this
Agreement. |
We can change this Agreement at
any time by placing a notice on the Account. Your continued Use of the
Products after we notify you of any changes to these terms indicates that you
accept any revisions to this Agreement. |
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The “Legal” Version of this
Agreement Governs. The “Legal” version of this Agreement is the authoritative
one. We have also provided a “Summary” version of this Agreement for your
ease of reference only. If there is any conflict between the language of the
“Legal” version and the “Summary” version, the “Legal” version will prevail. |
The “Summary” version of the
Agreement is for reference only. For the authoritative version of this
Agreement, see the “Legal” version. |
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2.
User Submitted Content User-Submitted Content. In
connection with your use of the Products, you may upload files to your Account
(“User Submitted Content”). |
You may upload your content to the
Account. |
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acdGO and ACD are Not Responsible
for User-Submitted Content. User Submitted Content is the sole responsibility
of the person from whom such User Submitted Content originated. This means
that you, and not acdGO or ACD, are entirely responsible for all User
Submitted Content that you upload to the Account. |
You are responsible for your uploaded
data, not acdGO. |
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acdGO and ACD are Not Liable for
User-Submitted Content. Under no circumstances will acdGO or ACD be liable in
any way for any User Submitted Content, including, but not limited to, any
errors or omissions in any User Submitted Content, or any loss or damage of
any kind incurred as a result of the use of any User Submitted Content uploaded
to the Account or downloaded from the Account. |
acdGO is not liable for your data. |
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3.
Authorized Users Age Requirement; Authority. In
order to use any of the Products, you must be at least 18 years of age to
enter into this Agreement on your own behalf. If you are under 18 years of
age but at least 13 years of age, you must present this Agreement to your
parent or legal guardian, and he or she must enter into this Agreement on
your behalf. Children under the age of 13 cannot register with this Account,
and parents or legal guardians cannot register on their behalf. By clicking
the “Create My Account” icon indicating your acceptance to this Agreement,
you represent that (i) you have read, understood and agree to be bound by
this Agreement; and (ii) you are at least 18 years old, either entering into
this Agreement for yourself or entering on behalf of your child or a child in
your legal care. If you are a parent or guardian entering this Agreement for
the benefit of your child, please be aware that you are fully responsible for
his or her use of the Products, including all financial charges and legal
liability that he or she may incur. If you do not agree to, or cannot comply
with, any of these terms and conditions of this Agreement, please do not
create an account and do not attempt to access the Account. |
You must be at least 13 years old
to use the Account. If you’re between 13 and 18, you can only use the Account
with the consent of a parent or guardian. |
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Registration. We reserve the right
to restrict access to your Account. You
are required to register with us prior to our granting you access, you agree
to provide truthful information, including but not limited to a password as
well as your name and a valid email address (the “Account Information”). You
agree to provide accurate Account Information and to update your Account Information
as necessary to keep it accurate. ACD and acdGO will use your Account
Information in accordance with ACD’s Privacy Policy, which can be found at http://www.acdsee.com/en/privacy-policy as described further below under the Section titled “Privacy”. |
You need to register to have
access to the Account. You agree to provide accurate profile information and
do your best to keep it updated. Our privacy policy explains how we protect
your personal information. |
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4.
acdGO Intellectual Property Intellectual Property Rights. As
between you and ACD, you acknowledge that ACD owns all intellectual property
rights in the Products. The names, trademarks, logos and graphics files that
represent the Products shall not be used without the permission of ACD. The
Products contain copyrighted material, trade secrets and other proprietary
material. You will not deliver, disclose, or convey to any third party,
either directly or indirectly, the contents of the Software. You shall
not, and shall not attempt to, modify, reverse engineer, disassemble or
decompile the Software or alter or remove any proprietary rights or
copyrights notice or identification which indicates ACD’s ownership of the
Software. You shall not create any derivative works or other works that
are based upon or derived from the Software in whole or in part. ACD retains
sole and exclusive ownership of all right, title and interest in and to the
Products and all intellectual property rights relating thereto. The Products
are protected without limitation by Canadian copyright law and international
copyright treaty provisions. All rights not expressly granted hereunder are
reserved for ACD. |
We have licensed the intellectual
property rights to the Products. |
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Patent, Copyright, Trademark
Notices and Third Party Software Licenses. acdGO software and documentation
was designed, programmed and is Copyright © 2012 ACD Systems International Inc. The
following are registered trademarks or trademarks of ACD: acdGO, ACDSee, and
certain other ACD trademarks, service marks, graphics, and logos
(collectively, the “ACD Trademarks”) used under license from ACD in
connection with acdGO’s provision of services and products. The Products may
contain third party trademarks, service marks, graphics, and logos. You are
not granted any right or license with respect to the ACD Trademarks or the
trademarks of any third party. The Products also contain software of third
parties which are used in accordance with the notices reproduced below: Chilkat Class Libraries for Visual
C++ 2010 encryption and compression software copyright 2011 Chilkat Software,
Inc. IP*Works! SSL V6 http
corresponding functions software copyright 2011 nSoftware Inc. CMarkup Release 6.5 Lite XML
parsing software copyright 2011 First Objective Software Inc. Xtreme ToolkitPro v.15.0.2 GUI
library copyright 2011 Codejock Software |
You are not authorized to use patents,
copyrighted material, trademarks or service marks that aren’t yours. |
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5.
License Granted by ACD Grant of License. ACD grants to
you a limited, non-exclusive, non-transferable license to access and use the Products
in accordance with the terms and conditions set forth in this Agreement. ACD
reserves all right, title and interest not expressly granted under this
license to the fullest extent possible under applicable laws. ANY USE OF THE PRODUCTS
NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED. |
You can use the Products and the Account
if you follow the rules. |
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Restrictions. You agree that you
will not: (i) use the Products to reproduce, transmit, display or distribute
any material that infringes the intellectual property rights of any third
party including any patent, copyright, trademark, service mark, trade secret,
or other proprietary right, in any medium or via any method without ACD’s
express written permission; (ii) use our Products in any way that violates
the terms of this Agreement; (iii) disassemble, decompile or otherwise
reverse engineer the Products; (iv) copy, alter, modify or create any
derivative work of the Products, except as expressly permitted herein, or (v)
permit or enable any third party to do any of the foregoing. The Products are
owned by ACD, are licensed by acdGO and are protected by Canadian and United
States intellectual property laws and international treaty provisions. You
may not sublicense, assign, or transfer the license granted to you under this
Agreement, and any attempt to sublicense, assign, or transfer any part of
this Agreement is void. |
The content you contribute must
not infringe on the property rights of others. |
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6.
Prohibited Acts Prohibited Acts. You are liable
for any illegal or prohibited User Submitted Content that you provide to the Account,
including, for example, infringing, defamatory, or offensive materials. You
may not, and hereby represent, warrant and covenant that you will not upload
to the Account, User Submitted Content that: ·
is
unlawful, harmful, threatening, tortious, defamatory, libelous, abusive,
disparaging, pedophilic, pornographic, obscene, invasive of another’s
privacy, hateful, or malicious; ·
contains
hate propaganda or promotes discrimination or violence against any people on
account of their race, national origin, religion, age, gender, disability, or
sexual orientation; ·
is or
could be harmful to minors; ·
harasses
or advocates harassment of another person; ·
involves
the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing
or “spamming”; ·
promotes
information that you know is false, misleading, or promotes illegal
activities or conduct; ·
is or
promotes an illegal or unauthorized copy of another person’s work, such as
providing pirated computer programs or links to them, or providing
information to circumvent manufacture installed copy protect devices; ·
provides
material that exploits people under the age of 18 in a sexual or violent
manner; ·
provides
instructional information about illegal activities such as making or buying
illegal weapons, or providing or creating computer viruses; ·
contains
a software virus or any other code files or programs that are designed to or
have the ability to interrupt, destroy, compromise, or otherwise limit the
functionality of any computer software or hardware or telecommunications
equipment whether owned by ACD, acdGO or any other party; ·
otherwise
violates any local, state, national or other applicable law or regulation. In addition, you may not, in
connection with your use of the Account: ·
impersonate
any person or entity, including an ACD or acdGO officer or employee, or
falsely misrepresent your affiliation with any other person or entity; ·
forge
headers or otherwise manipulate identifiers for the purpose of disguising the
origin of any User Submitted Content posted or transmitted through or on the Account; ·
engage
in commercial activities and/or sales (other than the distribution,
licensing, sale or other commercialization of your User Submitted Content)
without ACD’s prior written consent including, without limitation, contests,
sweepstakes, barter, or advertising; ·
upload
or download any User Submitted Content that you do not have the right to upload
or download; or ·
interfere
with or disrupt the Account or any server or network involved with the
operation of the Account. |
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Responsibility for Your Conduct.
You shall remain solely liable for the User Submitted Content or other
information you upload to or download from the Account. You agree to
indemnify and hold harmless ACD and acdGO from any claim, action, demand,
loss, or damages (including attorneys’ fees) made or incurred by any third
party arising out of or relating to your conduct, your violation of this
Agreement, or your violation of any rights of a third party. |
You will compensate ACD and acdGO
if any claim against us is due to your misconduct on the Account, violation
of this Agreement, or violation of anyone else’s rights. |
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7.
License to User Submitted Content. Grant of License to ACD. By
submitting User Submitted Content, you represent, warrant and covenant that
you own or have the necessary licenses, rights, consents (including without
limitation, all consents under applicable privacy laws) or permissions to use
and authorize ACD to store all User Submitted Content as contemplated by this
Agreement. Moreover, you expressly consent to and authorize ACD to transfer to
and store all User Submitted Content with a third party storage provider |
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Enforcement. ACD or acdGO may
investigate any reported violation of this Agreement or complaints and take
any appropriate action that it deems appropriate. Such action may include,
but is not limited to, issuing warnings, suspension or termination of
service, and/or removal of User Submitted Content. In order to comply with
legitimate governmental requests, subpoenas or court orders, ACD or acdGO may
access and disclose any information either of them considers necessary to
comply with such requests, subpoenas or court orders, including, without
limitation, user profile information (i.e. name, email address, etc.), IP
addressing and traffic information, usage history and User Submitted Content.
ACD’s and acdGO’s rights to disclose any such information shall govern over
any terms of ACD’s Privacy Policy. |
We will comply with legal demands to
disclose your user and usage information and content because if we don’t, we
could face severe penalties, including jail.
(Note: If your content is
encrypted by you prior to posting, it is the encrypted data that will be
disclosed.). |
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8.
Service Interruptions Service Interruptions. You
acknowledge that: (i) your access to and use of the Products may be suspended
for the duration of any unanticipated or unscheduled downtime or
unavailability of any portion or all of the Products for any reason,
including as a result of power outages, system failures or other
interruptions; and (ii) we shall also be entitled, without any liability to
you, to suspend access to any portion or all of the Account at any time (a)
for scheduled downtime to permit us to conduct maintenance or make
modifications to any service or product; (b) in the event of a denial of
service attack or other attack on the Account or other event that we
determine, in our sole discretion, may create a risk to the applicable
service or product, to you or to any of our other customers if the service or
product were not suspended; or (c) in the event that we determine that any
service or product is prohibited by law or we otherwise determine that it is
necessary or prudent to do so for legal or regulatory reasons (collectively,
“Service Suspensions”). We shall have no liability whatsoever for any damage,
liabilities, losses (including any loss of data or profits) or any other
consequences that you may incur as a result of any Service Suspension. |
We’ll do our best to have the Account
and Services available but need some time to do maintenance and are not
responsible for any losses, including loss of data, that you may suffer in
the event of an outage. |
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Notice of Interruptions. To the
extent we are able, we will endeavor to post updates on the Account regarding
any Service Suspension and resumption of service following any such
suspension, but shall have no liability for the manner in which we may do so
or if we fail to do so. |
We will try give you notice of any
interruption of service but we are not responsible for any damages to you if
we do not. |
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9.
Security Your Responsibility for Security.
You are solely responsible for maintaining the confidentiality of your email
and password associated with your account and for restricting access to your
password and to your computer while logged into the Account. You agree to
accept responsibility for all activities that occur under your account or
from your computer. |
You are solely responsible for
anything uploaded to or downloaded from your account even if it wasn’t you.
Guard your password. |
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No Security Guarantee. We endeavor
to use reasonable security measures to protect against unauthorized access to
your account. We cannot, however, guarantee absolute security of your
account, your User Submitted Content or the personal information we collect,
and we cannot promise that our security measures will prevent third party
“hackers” from illegally accessing the Account or its contents. You agree to
immediately notify ACD of any unauthorized use or your account, or any other
breach of security, and to accept all risks of unauthorized access to the Account,
the User Submitted Content, Account Information and any other information you
provide to ACD. |
We will use reasonable measures to
keep your account and content secure, but cannot guarantee they won’t be
hacked. We are not liable for any unauthorized or hacked usage of your
account or content. |
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Disclaimer and Indemnity. Neither
ACD nor acdGO will be responsible for any losses arising out of the
unauthorized use of your Account and you agree to indemnify and hold harmless
ACD, acdGO, their respective partners, parents, subsidiaries, agents,
affiliates and/or licensors, as applicable, for any improper, unauthorized or
illegal use of your Account. |
We are not liable for any
unauthorized use of your account. |
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10.
Privacy Privacy Policy. Your use of the Products
is also subject to ACD’s Privacy Policy, http://www.acdsee.com/en/privacy-policy, which is incorporated by reference and made a part of
this Agreement. It is important that you read and understand the terms of ACD’s
Privacy Policy. If you are a resident of any country outside the United
States, including, without limitation, Canada or any country within the
European Union, you understand and agree that we store and process your
personal information on computers located in the United States, and that by
providing any information to ACD or acdGO, you consent to the transfer of
such information to the United States. ACD or acdGO may cooperate with and
disclose information (including your Account Information) to any authority,
government official or third party, without giving any notice to you, in
connection with any investigation, proceeding or claim arising from an
asserted illegal action or infringement whether related or unrelated to your
use or misuse of this Account. |
Our privacy policy explains how we
protect your personal information. |
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11.
Feedback Feedback. In the event you elect,
in connection with any of the Products, to communicate to us suggestions for
improvements to the Products (collectively, “Feedback”), we shall own all
right, title, and interest in and to the Feedback and we shall be entitled to
use the Feedback without restriction. You hereby irrevocably assign all
right, title and interest in and to the Feedback to us and waive all you
moral rights in the Feedback, and agree to provide us such assistance as we
may require to document, perfect, and maintain our rights to the
Feedback. You agree that: (a) your
Feedback does not contain confidential or proprietary information; (b) ACD is
not under any obligation of confidentiality, express or implied, with respect
to the Feedback; (c) ACD shall be entitled to use or disclose (or choose not
to use or disclose) such Feedback for any purpose, in any way, in any media
worldwide; (d) ACD may have something similar to the Feedback already under
consideration or in development; and (e) you are not entitled to any
compensation or reimbursement of any kind from ACD or acdGO under any
circumstances. |
If you submit a suggestion or
feedback to us, it becomes our sole property. |
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12.
Third Party Web Accounts, Services and Software Links. The Products may contain
links to other web Accounts, services or software provided by third parties
(“Third Party Content”). Links from the Products to Third Party Content are
provided for your convenience only and are not investigated, monitored or
checked for accuracy, appropriateness, or completeness by ACD or acdGO, and neither
ACD nor acdGO is responsible for any Third Party Content accessed through the
Products, including without limitation the content, accuracy, offensiveness,
opinions, reliability, privacy practices or other policies of or contained in
the Third Party Content. Inclusion of, linking to, or permitting the use or
installation of any Third Party Content does not imply approval or
endorsement thereof by ACD or acdGO. If you decide to access or install the
Third Party Content, you do so at your own risk and you should be aware that ACD
terms and policies no longer govern. You should review the applicable terms
and policies, including privacy and data gathering practices, of any Third
Party Content you navigate to from the Products or relating to any Third
Party Content you use or install. ACD reserves the right to change, modify or
delete links to Third Party Content without notice. |
We aren’t responsible for any
content posted on a third party Account that links to us or mentions us. |
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Promotions. ACD, acdGO or their
respective business partners may present advertisements or promotional
materials on or through the Products. Your dealings with, or participation in
promotions of, any third party advertisers on or through the Products are solely
between you and such third party and your participation is subject to the
terms and conditions associated with that advertisement or promotion. You
agree that neither ACD nor acdGO is responsible or liable for any loss or
damage of any sort incurred as the result of any such dealings or as the
result of the presence of such third party materials on the Products.
Reference to any products, services, processes, or other information, by
trade name, trademark, manufacturer, supplier, or otherwise does not
constitute or imply endorsement, sponsorship or recommendation thereof by ACD
or acdGO. |
We are not responsible for any
third party promotions you may participate in through the Products, and do
not endorse any third party products and services you may learn about through
the Products. |
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13.
Term and Termination Term. This Agreement is in effect
from the date you accept this Agreement until terminated by either you or ACD. |
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Termination by You. You may
terminate this Agreement at any time by notifying ACD. |
You can end this Agreement at any
time. |
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Termination by ACD for
Convenience. In the event ACD terminates this Agreement or any part of it for
convenience, including but not limited to, non-renewal of your paid services,
to the extent we are able, we will endeavor, but are not obligated, to
provide 30 days prior notice. |
We will try to give you 30 days notice
if we need to end the agreement for convenience or if you decide not to renew
any of your paid services so you have time to remove your content before we
delete it. |
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Termination by ACD for Breach. ACD
may terminate this Agreement immediately upon notice to you in the event of
breach or violation of this Agreement by you or for non-payment of any fees
owed by you in connection with the Products. |
We may end this Agreement if you
breach it or don’t pay your fees. |
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Effect of Termination. Upon
termination of this Agreement you acknowledge that ACD will delete your
account and all your User Submitted Content. However, you acknowledge that ACD
may retain archived copies of your User Submitted Content. You acknowledge
that ACD is not responsible for liability for the loss of User Submitted
Content. Any prepaid fees will not be refunded. |
Regardless of why this Agreement
is ended, we will delete your account and content but we will not refund any
fees already paid or return your content to you. |
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Surviving Obligations. All
provisions of this Agreement which by their nature should survive expiration
or termination shall survive the expiration or termination of this Agreement,
including, without limitation, ownership provisions, warranty disclaimers,
and limitations of liability. Termination of your access to and use of the Products
shall not relieve you of any obligations arising or accruing prior to such
expiration or termination or limit any liability which you otherwise may have
to ACD or acdGO, including without limitation any indemnification obligations
contained herein. |
Once this Agreement is ended, you
still have to abide by certain portions of it. |
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14.
DISCLAIMERS “AS IS” BASIS. THE PRODUCTS
(INCLUDING ALL OF THE CONTENT, ACD OR acdGO CONTENT, SOFTWARE, SERVICES AND
PRODUCTS AVAILABLE ON THE ACCOUNT) ARE PROVIDED TO YOU “AS IS.” ANY USE OF THE
PRODUCTS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, acdGO and ACD JOINTLY AND SEVERALLY DISCLAIM ALL REPRESENTATIONS,
WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE
QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON
INFRINGEMENT. NEITHER acdGO NOR ACD MAKES ANY REPRESENTATIONS, WARRANTIES OR
GUARANTEES THAT THE PRODUCTS WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE,
CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY
INTRUSION, AND acdGO and ACD JOINTLY AND SEVERALLY DISCLAIM ANY LIABILITY
RELATING THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACD, acdGO
OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY
ON ANY SUCH INFORMATION OR ADVICE. |
Your use of the Products is
entirely at your own risk. We do not guarantee the performance of the Products
and we have no responsibility for any damages you may suffer by using the Products. |
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WARRANTY DISCLAIMER. NEITHER acdGO
NOR ACD MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT USE OR
RESULTS OF THE USE OF THE PRODUCTS (INCLUDING ALL OF THEIR CONTENT, SOFTWARE,
OR SERVICES) ARE OR WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR
WITHOUT ERRORS. WITHOUT PRIOR NOTICE, ACD OR acdGO MAY MODIFY, SUSPEND, OR
DISCONTINUE ANY ASPECT OR FEATURE OF THE PRODUCTS OR YOUR USE OF THE PRODUCTS.
IF ACD OR acdGO ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE PRODUCTS, NEITHER
ACD NOR acdGO WILL BE LIABLE TO YOU OR ANY THIRD PARTY. |
The Products are not guaranteed to
be available without interruption or without error. We can modify or suspend
or discontinue services at any time without notice to you. If there is
interruption, error, modification, suspension or discontinuance of services,
we have no liability to you for damages. |
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NEITHER acdGO NOR ACD IS
RESPONSIBLE FOR YOUR INFORMATION. YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY
INFORMATION (INCLUDING BUT NOT LIMITED TO USER SUBMITTED CONTENT) TO US IS AT
YOUR OWN RISK. NEITHER acdGO NOR ACD ASSUMES ANY LIABILITY TO YOU (WHETHER
JOINT OR SEVERAL) WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH
INFORMATION IN ANY WAY. |
You agree to use the Products at
your own risk. |
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NEITHER acdGO NOR ACD IS
RESPONSIBLE FOR THIRD PARTY CONTENT. SOME OF THE CONTENT, PRODUCTS, AND
SERVICES AVAILABLE THROUGH THE PRODUCTS MAY INCLUDE MATERIALS THAT BELONG TO
THIRD PARTIES. YOU ACKNOWLEDGE THAT NEITHER acdGO NOR ACD ASSUMES ANY
RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES. |
We are not responsible for third
party content. |
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15.
LIMITATION OF LIABILITY LIMITATION OF LIABILITY. IN
NO EVENT WILL ACD OR acdGO BE LIABLE TO YOU (WHETHER JOINTLY OR SEVERALLY)
FOR INDIRECT, DIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
PUNITIVE, AGGRAVATED, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION
OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF ACD
OR acdGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
We are not responsible for any
damages, including lost data or damage to your equipment. |
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OUR TOTAL LIABILITY TO YOU IS
LIMITED. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF acdGO AND ACD ARISING
OUT OF OR RELATING TO THE USE OF THE PRODUCTS EXCEED $5.00 OR THE
COMPENSATION YOU PAID acdGO, WHICHEVER IS GREATER. |
Our total liability to you will be
the greater of $5.00 or the fees you have paid us (if any). |
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APPLICATION OF LIMITATIONS. THE
LIMITATIONS OF LIABILITY AND DAMAGES EXCLUSIONS OF THIS AGREEMENT APPLY TO
ALL CAUSES OF ACTION AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), WARRANTY, PRODUCT
LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. |
The limitation on our total
liability to you applies regardless of the legal basis of your claim |
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EXCLUSIONS MAY NOT APPLY. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU. |
You may have additional rights
under the laws of your home jurisdiction. |
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16.
INDEMNITY INDEMNITY. YOU WILL INDEMNIFY AND
HOLD acdGO and ACD, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY
SUITS OR CLAIMS ARISING OUT OF (I) YOUR BREACH OF THIS AGREEMENT, INCLUDING,
BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OR MISUSE OF THE ACCOUNT. |
You agree to be responsible to us
for any damages if you breach the terms of this Agreement or misuse the Account. |
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17.
GENERAL Your Equipment. You shall be
responsible for obtaining and maintaining any equipment or ancillary services
needed to connect to, access the Account or otherwise use the Products,
including, without limitation, modems, hardware, software, and long distance or
local telephone service. You shall be responsible for ensuring that such
equipment or ancillary services are compatible with the Products. |
You are responsible to provide
equipment and internet connectivity to use the Products. |
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U.S. Government License Rights.
All Products provided to the U.S. Government are provided under the
commercial license rights and restrictions generally applicable under this
Agreement. |
If you are a US Government user
you need to comply with these commercial regulations. |
|
Export Compliance and
Restrictions. You shall, in connection with your use of the Products, comply
with all applicable export, import and re-export control laws and
regulations, including but not limited to the US Export Administration
Regulations, the International Traffic in Arms Regulations, and country
specific economic sanctions programs implemented by the Office of Foreign
Assets Control and the Canadian Export and Import Permits Act. |
You are responsible to comply with
applicable export laws. |
|
Governing Law and Arbitration.
This Agreement shall be governed exclusively by the laws of the State of
Washington and the laws of the United States applicable therein excluding
application of any conflict of laws principles that would apply a different
body of law and excluding the United Nations Convention on Contracts for the
International Sale of Goods. In the event of a dispute, you agree to finally
settle the dispute exclusively by arbitration by one arbitrator under the
Rules of Arbitration of the International Chamber of Commerce. Arbitration
shall take place in Seattle, Washington. Notwithstanding the foregoing,
nothing in this Agreement will prevent us from seeking injunctive or other
equitable relief before any court having jurisdiction over you or otherwise
over such subject matter. |
This Agreement is made under the
laws of the State of Washington, USA, and all disputes over this Agreement or
our services will be arbitrated in Seattle, Washington. |
|
No Partnership. No agency,
partnership, joint venture, or employment is created as a result of this
Agreement and you do not have any authority of any kind to bind ACD or acdGO
in any respect whatsoever. |
This Agreement doesn’t mean we are
partners. |
|
Notices. ACD and acdGO may send
notices to you (whether individually or jointly) with respect to your use of
the Products by sending an email message to the email address listed in your
Account Information. You agree that we may provide notice to you through such
means. Unless otherwise stated in the notices, the notices will become
effective immediately. |
This is how we send notices to
each other. |
|
No Waiver. No failure or delay in
enforcing any right or exercising will be deemed a waiver of any right or
remedy. |
If we choose not to exercise any
of our rights we can still exercise them in the future. |
|
Severability. If any provision of
this Agreement is unenforceable or invalid for any reason whatever, such
unenforceability or invalidity shall not affect the enforceability or
validity of the remaining provisions of this Agreement and such provision
shall be severable from the remainder of this Agreement. |
If a portion of this Agreement is
found not to be legally binding, the rest of this Agreement will still hold true. |
|
English Language Version is
Authoritative. Where ACD or acdGO has provided you with a translation of the
English language version of this Agreement, then you agree that the
translation is provided for your convenience only and that the English
language versions of the Agreement will govern your relationship with acdGO
and ACD. |
Even if these terms are translated
into a different language, the English terms govern. |
|
ACKNOWLEDGEMENT. YOU ACKNOWLEDGE
THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS
TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT
SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. |
You acknowledge that you
understand and accept this Agreement and this Agreement overrides any
previous agreements or communications with you regarding the Products. |
