Terms of Service

These Subscriber TERMS OF SERVICE (“Terms of Service” ) constitute a binding contract between you (“Subscriber” or “Customer” or “you”) and Acadoodle (“Company”), regarding the terms under which the Company will provide Subscriber with access to the Services.

BY CLICKING ON THE BUTTON MARKED “PAY NOW”, SUBSCRIBER SIGNIFIES ITS AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE (“Acceptance”). Subscriber agrees that its assent, given electronically, will have the same legal effect as if it had been personally signed by Subscriber. To the extent permitted by law, these Terms of Service are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically. Please print a copy of these Terms of Service for future reference.


1) TERMINOLOGY.

  1. o‘Individual Subscriber,’
  2. o‘Multi-User Subscriber,’
  3. i.“Authorized End Users”, refers to the Constituents of the Multi-User Subscriber. The number of Authorized End Users under any single Multi-User Subscription may not exceed the number of permitted seats paid under the Subscription (“Maximum Seats” ). The Authorized End User’s identifier must not be of a generic nature. An example of a unique identifier is john.doe@company.com; examples of generic identifiers include the following: support@company.com or user1@university.edu
  4. ii.“Master Administrator”
  5. oSubscriber agrees on behalf of itself and its Authorized End Users, where applicable, to treat password, usernames, and other security information (“Authentication Information” ), as confidential and to not provide any other person with access to the Subscription Website or portions of it using Subscriber’s (or the Authorized End User’s) Authentication Information. Subscriber will notify the Company immediately of any unauthorized access to, or use of, Authentication Information. The Company has the right to disable any Subscriber or Authorized End User access to the Services at any time, in its sole discretion [for any or no reason, including] if, in the Company’s opinion, Subscriber and/or Authorized End User has violated any provision of these Terms of Service or appear likely to do so.

2) SUBSCRIBER WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS.

  1. i.Access privileges may not be transferred to any third-parties;
  2. ii.It will not access, store, distribute or transmit any Viruses;
  3. iii.It will comply with all applicable laws and regulations with respect to use of the Services;
  4. iv.It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Services or any component thereof;
  5. v.It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;
  6. vi.It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services or any portion thereof;
  7. vii.It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website or contained in the Services;
  8. viii.It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Services;
  9. ix.It will not use the Services in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious.

3) AVAILABILITY OF WEBSITE.

 Subscriber recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold the Company liable for delays that are ordinary in the course of Internet use. Subscriber further acknowledges and accepts that the Website will not be available on a continual twenty-four hour basis due to such delays, or delays caused by the Company's upgrading, modification, or standard maintenance of the Website.

4) INTELLECTUAL PROPERTY RIGHTS.

5) COMPANY OBLIGATIONS.

The Company will use commercially reasonable efforts to enable the Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by the Company, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company. If the Services are in non-conformance with the foregoing undertaking, the Company will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide Subscriber with an alternative means of accomplishing the desired performance.

6) FEES AND PAYMENT.

7) TERM AND TERMINATION.

  1. i.General Subscription. Subscriber may subscribe to the Services for the applicable term of the specific Subscription commencing on the Effective Date (“Initial Term” ). Thereafter, the Subscription will renew automatically on the corresponding anniversary date (“Renewal Date”) of the Effective Date (each“Renewal Term”, and collectively with the Initial Term, the “Subscription Term”), until Subscriber notifies Company of its intention not to renew prior to the end of the then-current term.
  2. ii.No Fee Trial Subscription. Subscriber may cancel a No Fee Trial at any time before it expires by following the relevant instructions. Continuance of the Subscription beyond the expiration of the No Fee Trial will incur the relevant fee.

8) CONFIDENTIALITY.

Subscriber agrees to maintain the confidentiality of the Company’s Confidential Information. For the purposes of these Terms of Service, the term “Confidential Information” means all portions of the Services, including but not limited to, the Subscription Website.

 

9) THIRD PARTY LINKS OR INFORMATION.

This Website may contain links to other websites that are not operated by or related to Company. Company is not responsible for the content, accuracy or opinions expressed in such third party websites, and does not investigate, monitor, or check these websites for accuracy or completeness. The inclusion of any linked website on this Website does not imply approval or endorsement of the linked website by Company. A Subscriber that leaves this Website to access these third-party sites does so at its own risk.

 

10) DISCLAIMERS OF STATEMENTS/WARRANTIES.

SUBSCRIBER’S USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY PROMISES THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET SUBSCRIBER’S NEEDS OR EXPECTATIONS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

11) LIMITATION OF LIABILITY.

12) INDEMNITY.

Subscriber agrees to compensate and defend fully Company, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) resulting from any third-party claim, action or demand arising out of any breach by Subscriber of any representation, warranty, covenant, obligation or duty of Subscriber under this Agreement.

 

13) SURVIVAL.

All provisions relating to proprietary rights, payment of fees, confidentiality, disclaimer of warranty, indemnification, and limitation of liability, shall survive the expiration or earlier termination of these Terms of Service.

 

14) CHANGES.

Except, for any provisions determining the primary contractual obligations of Subscriber and Company hereunder, Company has the right to revise and amend these Terms of Service from time to time to reflect changes in business needs including, but not limited to, changes in features and functionality, changes in market conditions, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. Changes are effective immediately upon posting and Subscriber’s continued use of any of the Services following the posting of revised Terms of Service means that Subscriber accepts and agrees to the changes, to the extent permitted by applicable laws.

 

15) ASSIGNMENT.

Subscriber may not transfer these Terms of Service, in whole or in part. Company may transfer these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.

 

16) INJUNCTIONS.

Subscriber acknowledges that a breach of any confidentiality or proprietary rights provision of these Terms of Service may cause Company irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Company may seek an injunction to prevent Subscriber from taking any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and Company may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Company may be entitled at law or in equity.

 

17) NOTICES.

Legal notices may be sent to our main office address. Notices to Subscriber may be sent either to the email address supplied in Subscriber’s account or to the address supplied by Subscriber as part of its registration data. In addition, Company may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to Subscriber to the extent permitted by applicable law. Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by email; or within three (3) days after Company posts a notice on the Website.

 

18) FORCE MAJEURE.

Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event” ). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Company’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.

 

19) PRIVACY POLICY AND WEBSITE USE POLICY.

Subscriber agrees to comply with the then-current Website Use Policy and Privacy Policy (collectively, the “Policies”  and individually, the “Policy”). Company reserves the right to modify either Policy at any time, and to the extent permitted by applicable law, changes to the Policies are effective immediately upon posting on the Website. Subscriber’s continued use of any portion or all, of the Services, following the posting of a revised Policy means that Subscriber accepts and agrees to the changes.  In the event of an express conflict between the Terms of Service and the terms of the Policies, the Terms of Service will prevail. The data that Company collects from a Subscriber may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for Company or for one of its service providers. Such staff maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. Company will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with our Privacy Policy. 

 

20) CHILDREN’S ONLINE PRIVACY PROTECTION ACT (COPPA).

Subscriber acknowledges that the law requires parental consent to collect or use information from a child under 13. If you are a child under 13, please show these Terms of Service to your parent or legal guardian, and do not use the Services without verifiable parental consent pursuant to the Children's Online Privacy Protection Act. If you as the Subscriber are a parent or legal guardian of a child under the age of 13, who may access or use the Services, you hereby give your express consent for that child to use the Services, which include all the features and functionality pertaining to your Subscription, including social media/community features. You represent and warrant that you will not allow a child under the age of 13 to use the Services if you do not agree to the provisions of this Section.

 

21) NO THIRD PARTY BENEFICIARIES.

No person or entity not a party to these Terms of Service will be deemed to be a third party beneficiary of these Terms of Service or any provision hereof.

 

22) SEVERABILITY.

If any provision of these Terms of Service are held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service will remain in full force and effect.

 

23) WAIVER AND AMENDMENT.

If Company fails to insist upon strict performance of Subscriber’s obligations under any of these terms and conditions, or if Company fails to exercise any of the rights or remedies to which it is entitled under these Terms of Service, this will not constitute a waiver of such rights or remedies and will not relieve Subscriber from compliance with such obligations. No waiver by Company of any default will constitute a waiver of any subsequent default, and no waiver by Company of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to Subscriber in writing.

 

24) GEOGRAPHIC RESTRICTIONS.

Software, functionality, and/or features (collectively, “Service Functionality” ), that may be available on or through Website from time-to-time, is subject to United States Export Controls. No Service Functionality from the Website may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using any Service Functionality, Subscriber represents and warrants that it (and its Authorized End Users, where applicable) are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Website may be accessible worldwide, Company makes no representation that materials on the Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Website from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.

 

25) COMPLETE UNDERSTANDING.

These Terms of Service, together with the Website Policy and the Privacy Policy, constitute the sole and entire agreement between Subscriber and Company with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, warranties or terms and conditions, both written and oral, with respect to the Services.

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