Thank you for selecting the Services offered by AccelGrid Technologies, Inc. and its affiliates and subsidiaries (collectively, referred to as “AccelGrid”, “we”, “our”, or “us”). Review these Terms and Conditions (“Agreement”) thoroughly. This Agreement is a legal agreement between you and AccelGrid. By accepting electronically (for example, clicking “I Agree”) installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
1. Agreement
This Agreement describes the terms governing your use of the AccelGrid (“AccelGrid”) online services provided to you at https://www.accelgrid.com (including all associated internet country codes) (the “Website”) as well as through any application interface on your mobile devices, and includes all of AccelGrid products, services, materials accessed through the Website, Content (defined below), updates and new releases (collectively, the “Services”). This Agreement includes by reference:
• The AccelGrid Privacy Statement.
• Additional terms and conditions, which may include those from third parties.
• Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, and data processing agreements, etc.
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
• You can form a binding contract with AccelGrid;
• You are not a person who is barred from receiving the Services under the laws of the United States or any other applicable jurisdiction; and
• You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including applicable trade regulations.
2. Your Use Of The Services
2.1 Copyright and Intellectual Property
The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by AccelGrid. AccelGrid reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations, usage limitations, and otherwise comply with this Agreement, AccelGrid grants to you a personal, limited, nonexclusive, nontransferable, non-sublicensable, revocable right and license to use the Services.
2.2 License
You acknowledge and agree that the Services are licensed, not sold. You agree not to use, nor permit any third party to use, the Services or related content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
• Provide access to or give any part of the Services to any third party.
• Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
• Transfer your license to the Services to any other party.
• Attempt unauthorized access to any other AccelGrid systems that are not part of the Services.
• Permit any third party to benefit from the use or functionality of the Services via a rental, lease, timesharing, service bureau, hosting service, or another arrangement.
• Decompile, disassemble, or reverse engineer the Services.
• Make the Services available on any file-sharing or application hosting service.
2.3 Federal Governments and Federal Users
These Services are not intended for use by the United States federal government or other entities utilizing federally appropriated funds to acquire a license to the Services (collectively “Federal Users”). A license for use by Federal Users is not granted and any such usage is prohibited. In the event any Federal User should purport to acquire a license to the Services, such license is hereby nullified and declared void and no contract between AccelGrid and a Federal User shall result from such purported acquisition. AccelGrid reserves the right in its sole discretion: (i) to cancel any Services order placed by a Federal User (either directly from AccelGrid or from any third party) at any time, including but not limited to, after such Services have been provided to the Federal User at issue, and (ii) to restrict such Federal User’s access or use of the Services.
2.4 Types of Users
When you initially register for and create an account for a Service, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. The Administrator is responsible and liable for the acts, omissions and defaults arising from use of Additional Accounts in the performance of obligations under this Agreement as if they were the Administrator’s own acts, omissions or defaults. You may be referred to in this Agreement as “you” or “your” or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All users will be required to accept this Agreement before accessing the Services. As any user of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
a. For Administrators. As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are AccelGrid customers, but that you are responsible for your Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account. Administrators may also authorize Additional Users to request charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services.
b. For Additional Users. As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.
2.5 eCommerce Storefront Terms. You may also be permitted to use the Services to create an online, virtual e-commerce storefront (“Store”) within the AccelGrid platform offered through a unique URL.
• Responsibility for Conduct. You understand that you are solely responsible for the Content you display in your Store. You are responsible for your item inventory, shipment, and compliance with all applicable laws and regulations.
• International Sales. With respect to international sales, sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
• Intellectual Property Rights. AccelGrid respects the intellectual property rights of others and expects that you do the same. The AccelGrid platform is a marketplace of individual third-party sellers who manage and control their own Stores. Content uploaded on the AccelGrid platform is generated by the user, who is an independent seller, and who is not an employee, agent, or representative of AccelGrid. Users of the Services are responsible for ensuring they have all necessary rights to the Content and that they are not infringing or violating any third party’s intellectual property rights by posting and/or displaying it on their Store.
• Content Removal. AccelGrid does not pre-screen materials that you make available in your Store. Although AccelGrid has no obligation to monitor your Store(s), AccelGrid may do so and may remove any Store(s) or Content if AccelGrid believes they may be (or are alleged to be) in violation of any applicable laws, regulations, or this Agreement, or are otherwise objectionable or offensive in AccelGrid’s sole discretion.
• DMCA. If persons believe that their copyrighted work has been used in a way that may constitute copyright infringement and is accessible through AccelGrid, they may notify AccelGrid’s Designated Agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). All such notices should comply with the requirements of the U.S. Copyright Act 17 U.S.C. 512(c)(3) and regulations promulgated thereunder, each as amended. Such notices not complying with these requirements will not be processed. Upon receiving a DMCA notice, AccelGrid reserves the right to remove or disable access to the claimed-infringing materials.
• Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. AccelGrid does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which AccelGrid is not responsible.
2.5 Technical Support
- Technical support is provided via live chat and email. AccelGrid will attempt to provide an initial response to requests within a maximum of 12 hours of receiving the request.
- We reserve the right not to provide technical support Service to free or trial account users or to any user if we deem the request unreasonable.
3. Content And Use Of The Services
3.1 Responsibility for Content and Use of the Services
By making your Content available through your use of the Services, you grant AccelGrid a worldwide, royalty-free, non-exclusive license to host and use your Content. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, and works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. AccelGrid is not responsible for any of your Content or data that you submit through the Services.
3.2 Restricted Use of the Services
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following, including but not limited to:
i. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages or would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
ii. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual to the public;
iii. Except as permitted by AccelGrid in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
iv. Virus, Trojan horse, worm or other disruptive or harmful software or data; or
v. Any information, software or Content that you do not own or have the right to use which is not legally yours and without permission from the copyright owner or intellectual property rights owners thereof.
• You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of AccelGrid or could subject AccelGrid to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in AccelGrid’s opinion, is prohibited under this Agreement; (v) any other activity that places AccelGrid in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of a AccelGrid system or network or to breach AccelGrid’s security or authentication measures, whether by passive or intrusive techniques. AccelGrid reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
• You shall have no right, title or interest in and to the Services, which rights of ownership will always be held by AccelGrid.
• You acknowledge that the Services are not intended for permanent storage and agree not to use the Services for general archiving or back-up purposes. You also agree not to store “critical” data on the Services, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.
3.3 Data and Public Content
As a user, you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other users, other AccelGrid customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another user’s Account Content, you understand and agree that the Account Content is being provided by the user, and not AccelGrid, for information and guidance purposes only, and AccelGrid and such user are not responsible in any way for your use the Account Content.
3.4 AccelGrid may monitor your Content. AccelGrid may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect AccelGrid, its customers or others, operate the Services properly or as otherwise provided in our Privacy Statement. AccelGrid, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
4. Payment, Subscriptions, And Restrictions
4.1 Payment for Services
For Services offered on a payment or subscription basis, the following terms apply if you are the user paying for the Services, unless AccelGrid notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the Website.
• Payments will be billed to you by AccelGrid in U.S. Dollars or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the Website. Payments are processed by Stripe, Inc. or one of its affiliates for AccelGrid.
• You must pay with one of the following:
i. A valid credit card acceptable to AccelGrid;
ii. A valid debit card acceptable to AccelGrid;
iii. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
or
iv. By another payment option AccelGrid provides to you in writing.
• If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any further use of the Services.
• If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
• AccelGrid will automatically renew your monthly Services subscription at the then-current rates, unless the Services subscription is cancelled or terminated in accordance with this Agreement. If you are on an annual or quarterly subscription plan, AccelGrid will automatically renew your Services on a monthly subscription at the then-current rates, unless the subscription is cancelled or terminated in accordance with this Agreement.
• Additional cancellation or renewal terms may be provided to you on the website for the Services.
4.2 Subscription Cancellation
The account Administrator may cancel the subscription prior to the beginning of the new subscription period using the “My Account” link. In the event that AccelGrid is unable to charge a user’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, AccelGrid has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as AccelGrid is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
4.3 Restrictions
Deactivation/ Cancellation When Exceeding Usage Limits. If at any time you exceed the usage limits for the subscription you purchased, we reserve the right to immediately deactivate or suspend your subscription and terminate access to the Services and to your data without notice. If your account is deactivated, you will not be charged further for your subscription, however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity. This is subject to change without notice.
AccelGrid reserves the right to impose usage limits and restrictions on your use and subscription of AccelGrid. These limits may include, but are not limited to: number of users, addons, and integrations. If at any time you exceed the usage limits for the subscription you purchased, we reserve the right to immediately deactivate or suspend your subscription in accordance with the terms of this Section.
5. Your Personal Information
5.1 You agree that AccelGrid may use, disclose and otherwise process the personal information you provide, enter or upload when using the Services (“Personal Information”), in accordance with the AccelGrid Privacy Statement (provided with the Services and/or on the Website as updated from time to time), as part of the Services.
5.2 You represent and warrant to us that all Personal Information provided or otherwise made available to AccelGrid through the Services is done so in compliance with applicable law including applicable data protection laws, and that you have provided all necessary and appropriate notices, obtained all necessary consents and opt-outs, and otherwise have received all necessary and appropriate rights to enable AccelGrid to use, disclose, and otherwise process the Personal Information in accordance with this Agreement and the AccelGrid Privacy Statement. You agree to permit AccelGrid, or an independent auditor appointed by AccelGrid, to conduct reasonable audits and inspections to verify compliance with this Section 5.2.
5.3 If the storage and/or processing of Personal Information involves the transfer of Personal Information out of the European Union, European Economic Area, Switzerland and/or the United Kingdom that is subject to the General Data Protection Regulation 2016/679 and/or UK Data Protection Act 2018, you will comply with the data exporter obligations under the Standard Contractual Clauses (Controller to Controller) as set out in Commission Decision (2014/915/EC) as amended, updated or replaced from time to time (“Controller Model Clauses”) which are hereby incorporated into and form part of this Agreement and AccelGrid will comply with the data importer obligations under the Controller Model Clauses. For the purposes of Annex B of the Controller Model Clauses, the purpose of transfer is to provide the Services and the type of personal data, and the data subjects and recipients of Personal Information is set out in the AccelGrid Privacy Statement.
5.4 For the purposes of the California Consumer Privacy Act (“CCPA”), AccelGrid shall be considered a Business and/or Third Party, as applicable. You represent, warrant and covenant that all Personal Information provided or otherwise made available to AccelGrid is done so in compliance with applicable law, and that you have provided all necessary and appropriate notices and opt-outs, and otherwise have received all necessary and appropriate rights, to enable AccelGrid to (i) share any and all Personal Information you provided with any AccelGrid company, including AccelGrid Technologies Inc. and any parent, subsidiary, affiliate, or related company of AccelGrid Technologies Inc. (collectively, the “AccelGrid Family Companies”), and (ii) use any such Personal Information in connection with any and all AccelGrid Family Companies’ internal operations and functions, including, but not limited to, improving such AccelGrid Family Companies’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, you agree that the sharing of Personal Information between AccelGrid Family Companies does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.
5.5 You agree to indemnify and hold us harmless from and against all claims, liabilities, costs, expenses, loss or damage (including consequential losses, loss of profit and loss of reputation and all interest, penalties and legal and other professional costs and expenses) incurred by us arising directly or indirectly from a breach of this Section 5.
6. Additional Terms
6.1 AccelGrid may freely use feedback you provide. You agree that AccelGrid may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant AccelGrid a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use the feedback you provide to AccelGrid in any way.
6.2 Third-party Services. Our Services contain features designed to interoperate with third-party services. Such Service features depend on those third-party providers continuing to make their services, including their application programming interfaces (“APIs”) where applicable, available for the Services. If any of those third-party service providers ceases to make its applicable services or APIs available on reasonable terms to AccelGrid, we may cease providing the corresponding features without entitling you to any refund, credit, or other compensation.
6.3 Publicity. You hereby grant to AccelGrid, and anyone AccelGrid may designate, the irrevocable right to use in perpetuity, although without obligation to do so, your name, initials, likeness, company or firm name, city of residence, video, or photograph and your statements, and refer to you as a user of the Service in any publicity, press release, advertising or marketing material, throughout the world and using any form of media. If you wish to use or display AccelGrid’s trademarks or mention AccelGrid in any publication, website, press release or in any other manner, you must obtain the prior written consent of AccelGrid.
6.4 We may tell you about other AccelGrid services. You may be offered other services, products, or promotions by AccelGrid (“Other Services”). Additional terms and conditions and fees may apply. With some Other Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant AccelGrid permission to use information about your business and experience to help us to provide the Other Services to you and to enhance the Services. You grant AccelGrid permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant AccelGrid permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
6.5 Communications. AccelGrid may send you Communications that are required by law or that may pertain to the Services or third party products. Additionally, certain third party services you choose may require Communications with third parties who administer these programs. You agree that we 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 of our sponsored websites including https://www.accelgrid.com/.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 Services or third party services. We may also send Communications to you using the means listed below.
• 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 Services.
• 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 128-bit encryption, PDF reader, and an email address. As applicable, by agreeing to these terms of service, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.
• If you later decide that you do not want to receive future Communications electronically, please notify us at [email protected] if you withdraw your consent to receive Communications electronically, we may terminate your use of the Services.
• By providing us your telephone number (including a wireless/cellular telephone), you consent to receiving calls from AccelGrid at that number.
6.6 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact AccelGrid if you become aware of any unauthorized access to your account(s), including any misuse of your password(s) and user ID(s). The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
6.7 Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the Website or to the email address on record. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
6.8 Disputes of Ownership. In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government-issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc. Upon proof of ownership, AccelGrid retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. AccelGrid also reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.
7. Use With Your Mobile Device
7.1 Mobile access to the Services requires an active subscription, internet access, and may not be available for all mobile devices or telecommunication providers. You will need to check the Website to ensure your mobile device and telecommunications provider is compatible with the Services. AccelGrid is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by AccelGrid at any time with reasonable notice to you. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
TO THE EXTENT PERMITTED BY LAW, AccelGrid MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
• THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
• ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
• ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
7.2 Apple Requirements. If you downloaded the Services from the Apple iTunes Store the following apply:
• Acknowledgement: You acknowledge that this Agreement is between you and AccelGrid only, and not with Apple, and AccelGrid, not Apple, is solely responsible for the Services and the content thereof.
• Scope of License: The license granted to you for the Services is a limited, non-transferable license to use the Services on an iOS product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.
• Maintenance and Support: AccelGrid and not Apple is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
• Warranty: AccelGrid is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services in the Apple iTunes App Store to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be AccelGrid’s sole responsibility, as between AccelGrid and Apple.
• Product Claims: AccelGrid, not Apple, is responsible for addressing any user or third-party claims relating to the Services or the user’s possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
• Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringe that third party’s intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
• Legal Compliance: You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Developer Contact Info: Direct any questions, complaints or claims to: [email protected]
• Third-Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary thereof.
8. Trial Version And Beta Features
8.1 Trial Version
If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period”) unless you terminate before the trial period ends. You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you terminate before the Trial Period ends or do not purchase a license to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.
8.2 Beta Features
From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
9. Backups / Disaster Recovery
We use full server backups that are run daily, weekly and monthly as follows:
- Four times per day retained for 7 days
- Once per week retained for 4 weeks
- Once per month retained for 3 months.
Backups are replicated in at least 2 different data centers, on different continents. You can contact our Help Center to restore any of those backups on your live database.
Hardware failover: Our servers have local hot standby replication, with monitoring and automatic failover.
Disaster recovery: in case of complete disaster, with a data center entirely down for an extended period, preventing the failover to our local hot-standby (never happened so far, this is the worst-case plan), we have the following objectives:
- RPO (Recovery Point Objective) = 24h. This means you can lose a maximum of 12h of work if the data cannot be recovered and we need to restore your latest daily backup.
- RTO (Recovery Time Objective) = 24h for paid subscriptions and 48h for free trials. This is the time to restore the service in a different data center if a disaster occurs and a data center is completely down.
10. Disclaimer Of Warranties
10.1 YOUR USE OF THE SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACCELGRID, ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY, CONDITION, REPRESENTATION OR GUARANTEE THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, OR REGARDING TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. AccelGrid AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACCELGRID, ITS AFFILIATES’ AND ITS SUPPLIERS’ LIABILITY FOR THE BREACH OF ANY IMPLIED CONDITION, GUARANTEE, REPRESENTATION OR WARRANTY WHICH CANNOT BE EXCLUDED IS (IF ANY LEGISLATION SO PERMITS) LIMITED TO THE MAXIMUM EXTENT SUCH CONDITION, GUARANTEE, REPRESENTATION OR WARRANTY CAN BE LIMITED UNDER APPLICABLE LAW.
10.3 ACCELGRID, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
11. Limitation of Liability And Indemnity
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR THE SERVICES AGREEMENT(S) TO THE CONTRARY, THE ENTIRE LIABILITY OF AccelGrid, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, AccelGrid, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, SERVICE DOWNTIME, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET AccelGrid SYSTEMS REQUIREMENTS, IN EACH CASE WHETHER DIRECT OR INDIRECT. THE ABOVE LIMITATIONS APPLY EVEN IF AccelGrid AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF AccelGrid, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold AccelGrid and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). AccelGrid reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by AccelGrid in the defense of any Claims.
12. Changes
We reserve the right to modify this Agreement, in our sole discretion, at any time. Such modifications may be posted through the Services, on our Website or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.
13. Termination
AccelGrid may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services: (i) violates the Agreement; (ii) is in violation of a law or regulatory requirement; (iii) is in a manner not contemplated by this Agreement; (iv) is improper or substantially exceeds or differs from normal use by other users; (v) raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; (vi) to protect the integrity or availability of the Services or systems and comply with applicable AccelGrid policy; (vii) if you no longer agree to receive electronic communications, or (viii) or if your use of the Services conflicts with AccelGrid’s interests or those of another user of the Services. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect AccelGrid’s rights to any payments due to it. Sections 2.2, 3 through 18 will survive and remain in effect even if the Agreement is terminated.
14. Global Trade Restrictions
You agree that you and anyone who uses the Services is not prohibited from receiving the Services under the laws of the United States, the United Kingdom, Canada or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals, Canada’s economic sanctions list, the United Kingdom HM Treasury Financial Sanctions List, or any other similar prohibition. You will not transfer or provide any part of the Services in violation of these laws and regulations, directly or indirectly. You are prohibited from using your account while in certain geographic locations. We may suspend or terminate your use of the Services if we have reason to believe you are operating your account from a sanctioned location or are otherwise in violation of applicable global trade regulations.
15. Governing Law
Delaware state law governs this Agreement without regard to its conflict of laws provisions.
16. Disputes
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION 15, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. Additionally, under Consumer Arbitration Rule 9(b) either party may elect to take a claim to small claims court, even after filing an arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Delaware law to all other matters. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND AccelGrid ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to AccelGrid Inc., in care of our registered agent Rocket Lawyer Corporate Services LLC, 2035 Sunset Lake Road, Suite B-2, in the city of Newark, zip code 19702, and county of New Castle, Delaware. The arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules, but if you are unable to pay any of them, AccelGrid will pay them for you. In addition, AccelGrid will reimburse all such fees and costs for claims where the claims, as alleged, total less than $5,000 unless the arbitrator determines the claims are frivolous. Likewise, AccelGrid will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed on location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
AccelGrid does not represent that the Services and/or Content within the Services is appropriate or available for use in all jurisdictions or countries. You are prohibited from accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction. This Section 15 shall survive the expiration, termination, or rescission of this Agreement.
17. Language
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute, the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
18. General
This Agreement and all additional terms and conditions and agreements referenced in Section 1 of this Agreement, is the entire agreement between you and AccelGrid regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. Any license of AccelGrid software or purchase of AccelGrid services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any purchase order, sales order, sales confirmation, or any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and AccelGrid, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of AccelGrid. However, AccelGrid may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by AccelGrid; or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact AccelGrid via an email to: [email protected].
