AODocs Terms of Service
Last Updated: August 15, 2021
These Terms of Service (“Terms”) are a legal agreement between Altirnao, Inc., herein “Altirnao”, a Delaware corporation having an office and place of business at Ten Rockefeller Plaza, Suite 1001, New York, NY 10020, and the person or entity agreeing to the terms herein (“Customer”, “You” or “you”). By viewing (including during a demo), using or accessing any part of AODocs (the “Service”), You agree that You have read, understand, and agree to be bound by all of the terms and conditions contained in these Terms and their Annexes. If You do not agree to these Terms, You must not view (including during a demo), use or access the Service. If You are entering into these Terms on behalf of a company, You represent that You have the authority to bind that company to these Terms. If You have purchased a license to use AODocs through an Altirnao reseller or through the Google Cloud Platform marketplace, You also agree to comply with the terms of any agreement between You and such reseller or Google. In the event of an inconsistency between these Terms and any such reseller agreements, these Terms shall control.
If you assist to a demo, register for a free trial or a proof of concept (POC) of the Service, these Terms will also govern that demo, free trial or POC, unless otherwise provided herein.
Description of Service
AODocs is an online document management solution for Google Workspace (formerly G Suite) that comprises several modules, as may be purchased by You through an Order Form, such as a Web application located at https://aodocs.altirnao.com, a Chrome extension, migration tools, business connectors, a document retention module, tools to bulk upload or bulk update documents, and any such additional module(s) that Altirnao may release to its customers from time to time. The Order Form may also specify, to the extent applicable, optional modules developed by third party providers and made available to You separate from the Service (“Third Party Integrated Modules”).
Certain enhancements to the Service made generally available at no cost to all subscribing customers of the Service will be made available to Customer at no additional charge. However, the availability of some new enhancements to the Service (including additional module(s)) may require the payment of additional fees, and Altirnao will determine at its sole discretion whether access to any other such new enhancements will require an additional fee.
The Service is provided subject to these Terms and solely for Your internal business purposes. You may connect to the Service using any Internet browser supported by the Service.
The Service requires one or more Google Workspace account(s), with enough Google Drive storage quota to accommodate for the use of the Service, that will be the owner(s) of all files stored and managed by the Service. The Service stores all the files that it stores and manages for You in the Google Drive account(s) that You will assign to AODocs when You deploy AODocs. You understand and acknowledge that You are solely responsible for obtaining the Internet access and all equipment necessary to use the Service, for appropriately configuring Your Google Workspace account(s) and for allocating a sufficient number of accounts and sufficient Google Drive storage space to allow proper operation of the Service, as per the recommendation of Altirnao’s technical support or product documentation. You also understand and agree that content you store through your use of the Service will be made available to Google as part of Google providing the Google Workspace service. All fees associated with the foregoing shall be paid by You.
To these Terms: Altirnao reserves the right to update and change the Terms of Service upon notice from time to time. You will be provided notice of any such modification by electronic mail or by the publishing of such on the website http://www.aodocs.com/terms-of-service. You may terminate your use of the Service if the Terms are modified in a manner that substantially affects your rights in connection with use of the Service. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at http://www.aodocs.com/terms-of-service.
To the Service: Altirnao may make changes to the Service from time to time. Altirnao will notify you of any material changes or modifications. Any updates, upgrades, additions or new features to the Service, including the release of new tools and resources, shall be subject to these Terms and may require you to agree to additional terms and conditions.
Purchase Orders. In the event that You issue a purchase order or other instrument used to pay Service fees to Altirnao, any terms and conditions set forth in the purchase order which are in addition to those set forth in these Terms or establish conflicting terms and conditions to those set forth in these Terms are expressly rejected by Altirnao and superseded by the terms and conditions of these Terms.
Use of the Service
Access to Service: Access to and use of the Service is only available to the Customer and the end users (“Users”) to whom Customer has purchased individual user licenses and granted access, and limited to the components that are included in the licenses Customer has purchased. Upon registration with Altirnao, Customer will specify the email address of a Google Workspace account (the "Account"), which will be granted access to the Service. Customer is solely responsible for granting the Service access to Customer’s Google Workspace files and revoking such access when Customer ceases use of the Service. Customer is responsible for maintaining the confidentiality of Customer’s password and securing the Account and the Users’ accounts against unauthorized access. Customer agrees not to share its password with anyone other than Users, let anyone else access its password or do anything else that might jeopardize the security of its password. Customer agrees to notify Altirnao if Customer’s password is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of its password or Account or any User’s account, or if Customer learns of any other breach of security in relation to the Service. Customer is solely responsible for any and all activities that occur through the use of Customer’s Account or Users’ accounts. Altirnao has no control over the administration operations carried out by Customer on Customer’s Google Workspacedomain. Such operations may negatively impact the Service’s performance, safety and efficacy and are carried out at Customer’s own risk. Customer must refer to the Service documentation before carrying out operations on Customer’s Google Workspace domain, and waives any and all claims it may have against Altirnao with respect to any such operations’ impact on the Service.
License to Customer: Subject to Customer’s compliance with these Terms, the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup) and the terms and conditions of any Third Party Offering or any Third Party Integrated Module, including, without limitation, Customer’s payment of all applicable fees, directly to Altirnao or indirectly to a reseller or Google (through the GCP Marketplace) as applicable, Altirnao hereby grants Customer a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to access and use the Service (and, if applicable, the Third Party Integrated Modules), solely for Customer’s own internal business use, and not for timesharing, application service provider or service bureau use.
Customer is at all times fully responsible and liable for all acts and omissions by Users to whom Customer has granted access to the Service (and, if applicable, Third Party Offerings and/or Third Party Integrated Modules) and Customer agrees to indemnify Altirnao for all claims and losses related to any such acts and/or omissions.
Each user license ordered by Customer is specific to the email address of only one User. Once a User has accessed the Service, such User’s license shall be deemed utilized until expiration of the applicable license term. Customer acknowledges that if the number of User Licenses ordered by Customer is insufficient to provide access to the Service to all Users, Users without License might be denied access to the Service. The Service shall be deemed accessed by User if and when (i) User accesses any functionality of the Service through any User interface or any add-on plug-in connected to the Service through the Service’s APIs, or (ii) User accesses a Google Drive file managed by the Service, or (iii) User accesses a document (regardless of where such document is located) held in any system that originates, directly or indirectly, from a document control process managed by the Service.
Altirnao reserves the right to terminate unpaid AODocs accounts and AODocs accounts that are inactive for a continuous period of ninety (90) days. In case of AODocs account with more than one User, if at least one of the Users is active, the AODocs account will not be considered inactive. Altirnao will provide Customer with prior notice of such termination.
Altirnao will delete the hosted content controlled by Altirnao on Altirnao’s system promptly (with the understanding that certain backup copies of such content maintained by Altirnao’s cloud providers may require some additional time to be deleted) after any termination or expiration of these Terms. Customer shall be responsible for revoking the Service’s (and, if applicable, Third Party Integrated Modules’) access to Customer's Google Workspace domain data and files. Notwithstanding the foregoing, Altirnao may retain a copy of Customer metadata and audit log information stored in standard archival or computer back-up systems pursuant applicable law and regulations and/or Altirnao’s document retention policies. Moreover, some information like billing and subscription may remain with us for accounting and legal reasons.
Restrictions on Use
Restrictions on Use of AODocs: You acknowledge that AODocs relies on the functioning of Google Workspace and that should Your use of Google Workspace be in violation of Google’s applicable terms of service, there may be disruptions in the use of AODocs. In addition to all other terms and conditions contained herein, you shall not and shall not permit others to:
- copy, modify, adapt, translate or otherwise create derivative works of the Service;
- reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover the source code of the Service;
- rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service or its functional equivalent;
- attempt to create a substitute or similar service through use of, or access to, the Service;
- remove any proprietary notices or labels from the Service;
- use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the integrity or operation of the Service;
- USE THE SERVICE IN MISSION-CRITICAL SYSTEMS, SUCH AS THOSE USED IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR IN-LINE MANUFACTURING IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE OR HIGH NON FATAL DAMAGES (“HIGH RISK ACTIVITIES”). ALTIRNAO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES;
- migrate any documents from third party tools, software or applications to the Service using the Service (or the Service’s APIs) without Altirnao prior written approval;
- use the Service for spamming or any other illegal or unauthorized purpose or engage in illegal or deceptive trade practices;
- use of the Service in violation of any laws in your jurisdiction (including but not limited to copyright laws);
- process or store any content on or through the Service that is subject to the International Traffic in Arms Regulations maintained by the US Department of State;
- use the Service to store or transfer any content that is controlled for export laws;
- use the Service as a way to circumvent your obligation to provision one Google Workspace End User Account for each User.
This list of prohibitions provides examples and is not complete or exclusive. If you intend to use the Service for any purpose or in any manner involving Protected Health Information, as defined in the Health Insurance Portability and Accountability Act (“HIPAA”), it is your responsibility to (a) execute a Business Associate Agreement (“BAA”) with Google related to your HIPAA data stored by Google, and (b) execute a Business Associate Agreement with Altirnao related to your HIPAA data stored on the Service. Please send your request for a BAA to email@example.com
Restrictions on Use of Google Workspace: You understand and agree that your use of the Service requires the use of Google Workspace. You agree that you shall not and shall not permit others to:
- copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of Google Workspace or any component thereof;
- use the Google Workspace or any component thereof IN MISSION-CRITICAL SYSTEMS, SUCH AS THOSE USED IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR IN-LINE MANUFACTURING IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE OR HIGH NON FATAL DAMAGES (“HIGH RISK ACTIVITIES”). ALTIRNAO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES;
- sublicense, resell, or distribute Google Workspace or any component thereof;
- use Google Workspace or any component thereof to create, train, or improve (directly or indirectly) a substantially similar product or service, including any machine translation engine;
- access Google Workspace or any component thereof in a manner intended to avoid incurring fees;
- use Google Workspace or any component thereof to operate or enable any telecommunications service or in connection with any application that allows end users to place calls to or to receive calls from any public switched telephone network; or
- process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S Department of State or any other applicable law.
Altirnao reserves the right to suspend or terminate your access to Service with or without cause and with or without notice, for any reason or no reason, or for any action that Altirnao determines is inappropriate or disruptive to the Service or to any other user of this Service. Google may suspend your Google Workspace account if: (a) your use of Google Workspace is in violation of Google’s Acceptable Use Policy, which could disrupt: (i) Google Workspace; (ii) other users’ use of Google Workspace; or (iii) the Google network or servers used to provide Google Workspace services; or (b) there is unauthorized third party access to Google Workspace.
You acknowledge and agree that Altirnao, in its sole discretion, with or without notice, may establish or revise from time to time general practices and limits concerning your use of the Service, including without limitation, establishing the maximum number of Google Drive operations that can be done on your behalf in a given period of time. In addition, Altirnao may limit, without notice, the volume of e-mail forwarding or file downloading from the Service in response to unreasonable activity (such as spamming).
Altirnao may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Altirnao’s discretion, Altirnao will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with the Service or on the Internet.
Unauthorized use of any trademarked, copyrighted or patented materials contained in the Service may violate certain laws and regulations.
You agree to indemnify and hold Altirnao and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Altirnao or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Service, and/or any Third Party Offerings and/or any Third Party Integrated Modules or the use of the Service and/or Third Party Offerings and/or Third Party Integrated Modules by any person using your Account (including without limitation, Your Content (as defined below)) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
Altirnao reserves the right to suspend or terminate Customer’s access to the Service with or without notice if Altirnao reasonably determines that:
(a) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, Altirnao, Customer, or any user of the Service;
(b) Customer’s or its users’ use of the Service or Customer Content disrupts or poses a security risk to the Service or any user of the Service, may harm Altirnao’s systems, or may subject Altirnao or any third party to liability;
(c) Customer or any User is using the Service for fraudulent or illegal activities;
(d) Customer or any User is causing performance disruptions in the Service or in Google Drive by using the Service in a way that is not recommended in the performance guidelines published in the Service’s documentation or by ignoring performance recommendations provided by Altirnao’s technical support;
(e) subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;
(f) Customer or any User is using the Service or other Altirnao property in breach of these Terms or any Third Party Terms (as defined below) t;
or (g) Customer (or Reseller or Google, if applicable) is in default of its payment obligations hereunder (collectively, "Service Suspensions").
Altirnao will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer, and to provide updates regarding resumption of Customer’s access to the Service following any Service Suspension.
Third Party Offerings and Third Party Integrated Modules
Altirnao or third parties may from time to time make Third Party Offerings or Third Party Integrated Modules available to Customer, or the Service may contain features designed to interoperate with Third Party Offerings or Third Party Integrated Modules.
Customer benefits from the right to use and access Third Party Integrated Modules to the extent included in the license Customer has purchased from Altirnao.
To use Third Party Offerings, Customer shall obtain access to such Third Party Offerings from applicable third party providers and comply with any terms and conditions applicable to such Third Party Offerings. Any acquisition or use by Customer of any such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering. For purposes of these Terms, “Third Party Offerings” shall mean certain software or services delivered or performed by third parties that are required for the operation of the Service or certain features of the Service, and certain other applications and associated offline products provided by third parties, in each case that interoperate with the Service. Google Inc (relating to the provision of Google Workspace) and Docusign Inc are examples of Third Party Offerings for the purpose of these Terms.
Altirnao shall not be liable for Customer’s and/or Customer Users’ use of, and does not warrant or support any Third Party Offering or Third Party Integrated Module, whether or not it is designated by Altirnao as “certified” or otherwise. If Customer uses or enables a Third Party Offering or Third Party Integrated Module, Customer grants Altirnao permission (a) to allow the provider of the Third Party Offering or Third Party Integrated Module to access and use Customer Content and (b) to access and use Customer data and documents to which the Third Party Offering or Third Party Integrated Module give access to Altirnao, in each case as required for the interoperation of the Service and that Third Party Offering or Third Party Integrated Module. If the provider of any Third Party Offering or Third Party Integrated Module ceases to make the Third Party Offering or Third Party Integrated Module available for interoperation with the corresponding Service features on reasonable terms and conditions, Altirnao may cease providing such features without entitling Customer to any refund or credit.
Customer shall comply with the relevant terms and conditions and/or policies of all applicable third party service providers (including, but not limited to, the Google Cloud Platform Acceptable Use Policy (available at: https://cloud.google.com/terms/aup), the terms and conditions of any Third Party Offering or any Third Party Integrated Modules) (“Third Party Terms”). Customer will indemnify, defend, and hold Altirnao harmless from and against any damages, expenses and costs arising from or relating to Customer’s failure to comply with Third Party Terms.
Technical Support Services
(i) By Customer. Customer will, at its own expense, respond to questions and complaints from Users or third parties relating to Customer's or Users' use of the Service. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Altirnao.
(ii) By Altirnao. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Altirnao in accordance with the Technical Support Services Guidelines which can be found at https://www.aodocs.com/technical-support-guidelines/. Altirnao will provide Technical Support Services to Customer in accordance with the Technical Support Services Guidelines.
Customer agrees to pay the subscription fee applicable to Customers and its Users use of the Service. Such fees will be paid on a periodic basis as agreed with Altirnao or with your Altirnao reseller (or with Google, in case you purchase through the GCP Marketplace) when you registered for the Service.
In the case of yearly subscription, the subscription fee corresponding to the one year term is due in full at the beginning of the term. The subscription term will be automatically renewed for another yearly term at the then-current list pricing communicated to you upon request, unless Customer sends a written notice of termination at least 30 days before the end of the current term.
Payment of recurring fees other than in advance on an annual basis (for example, payment through the GCP Marketplace) shall not be construed as providing Customer a right to terminate its subscription prior to the license term applicable to Customer.
In case of non-payment for any reason (including, if applicable, Altirnao’s inability to charge your credit card or other payment method for any reason) or any violation of these Terms, Altirnao shall be entitled – without liability – to immediately suspend Customer’s and Users’ access to the Service.
If you purchase your license to use the Service from Altirnao, you hereby expressly agree that Altirnao is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service, or charge such fees to your credit card or other payment method designated on your initial registration with the Altirnao at regular intervals for the remainder of the term of these Terms. If you cancel your Service subscription at any time, you will not receive any refund.
If You purchase the Service through a reseller, You owe payment to the reseller as agreed between You and the reseller. If You purchase the Service through the GCP Marketplace, You owe payment to Google. You acknowledge that Altirnao may suspend or terminate your rights to use the Services if Altirnao does not receive the corresponding payment from the reseller or Google (as applicable), or if You are in breach of these Terms.
Customer agrees that Customer’s paid use of the Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Altirnao or any Altirnao reseller regarding future functionality or features nor contingent on delivery of professional services (unless such dependence is otherwise specifically indicated in the applicable order form).
Free Trial, Proof of concept
If You register for a free trial or a proof of concept (POC), We will make the Service available to You on a trial basis until the earlier of (a) the end of the free trial or POC period for which You registered to use the applicable Service, or (b) the start date of any purchased Service subscriptions ordered by You for such Service. YOUR CONTENT ON OUR SYSTEMS OR IN OUR POSSESSION OR CONTROL AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL OR POC MAY BE PERMANENTLY LOST OR DELETED AT THE END OF THE FREE TRIAL OR POC PERIOD UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE TRIAL PERIOD. ALTIRNAO WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE TRIAL OR POC.
Altirnao may provide support services for Service during a free trial or POC period but shall not be obligated to do so.
Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, Altirnao (or its licensors) own all legal right, title and interest in and to the Service, including, without limitation, any Intellectual Property Rights or other proprietary rights which exist in the Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist) (“Our Technology”). For purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
Ownership & Privacy
As between You and Altirnao, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You and Your Users upload or submit to the Service (collectively, "Your Content" or “Customer Content”). You may not upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content. You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the Service, and (b) to grant Altirnao the limited rights to use Your Content set forth in these Terms.
You agree that Altirnao and the subprocessors listed in our Data Processing Agreement may use Your Content to provide the Service and its features, including by making it available for viewing, download and modification by other Users with access rights to Your Content. You hereby grant Altirnao a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable (including the right to sublicense through multiple tiers) license to access, use, reproduce, distribute, store, host, transmit, modify, adapt, reformat, communicate, publish, publicly display, publicly perform and create derivative works of Your Content as required for the purpose of providing, securing and improving the Service to you.
You understand and agree that Altirnao does not have the ability to grant or revoke the Service’s access to Customer's Google Workspace domain data and files or other content and materials stored in Customer’s Google Workspace account. Therefore, You are solely responsible for granting the Service access to such Google Workspace files and revoking such access when You cease use of the Service. Altirnao shall not be responsible and shall have no liability for any damages that result from Your failure to grant or revoke such access.
“Confidential Information” means all non-public information disclosed in written, oral or visual form by either party or its affiliates (the “disclosing party”) to the other or its affiliates (the “receiving party”). Confidential Information may include, but is not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial and product development information. Confidential Information does not include any information that the receiving party can demonstrate by its written records (1) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party, its affiliates and/or their employees and contractors; (3) has been rightfully received without obligation of confidentiality from a third party authorized to make such a disclosure; or (4) is independently developed by the receiving party without reference to or use of, directly or indirectly, confidential information disclosed hereunder.
Neither party will use any Confidential Information of the other party except (i) as necessary to exercise its rights and fulfill its obligations under these Terms, (ii) as expressly permitted by these Terms or (iii) as expressly authorized in writing by the disclosing party. The receiving party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a reasonable standard of care. The receiving party may not disclose the disclosing party’s Confidential Information to any person or entity other than to those of its affiliates, employees and contractors (and its affiliates’ employees and contractors) who: (i) are subject to a written agreement with the receiving party that includes use and confidentiality restrictions that are at least as protective as those set forth in these Terms, and (ii) need access to such Confidential Information solely for the purpose of fulfilling the receiving party’s obligations or exercising the receiving party’s rights hereunder. Altirnao may also disclose Customer’s Confidential Information to Google Inc (or any of its affiliate) and/or to any Third Party Integrated Module and/or any Third Party Offering interoperating with the Service for the sole purpose of rendering the Service. The foregoing obligations will not restrict the receiving party from disclosing Confidential Information of the disclosing party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party required to make such a disclosure gives reasonable notice to the disclosing party prior to such disclosure; and (2) on a confidential basis to its legal and financial advisors.
Altirnao will make the Service available to You in accordance with the Service Level Agreement available online at https://www.aodocs.com/sla (the “SLA”). Altirnao does not make any representations or guarantees regarding uptime or availability of the Service unless specifically identified in the SLA. The Service may be unavailable at certain times as specified in the SLA, including during any unanticipated or unscheduled downtime or unavailability of all or any portion of the Service as a result of system failures or force majeure events. Altirnao does not make any representations or guarantees regarding uptime or availability of Third Party Offerings and/or Third Party Integrated Modules, which is the sole responsibility of the relevant third party service provider.
THE SERVICE AND THIRD PARTY OFFERINGS AND THIRD PARTY INTEGRATED MODULES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALTIRNAO MAKES NO WARRANTY THAT (I) THE SERVICE, THIRD PARTY OFFERING OR THIRD PARTY INTEGRATED MODULES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE, THIRD PARTY OFFERING OR THIRD PARTY INTEGRATED MODULES WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICE, THIRD PARTY OFFERING OR THIRD PARTY INTEGRATED MODULES WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING THE SERVICE, THIRD PARTY OFFERING OR THIRD PARTY INTEGRATED MODULES WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.
Limitation of Liability
IN NO EVENT SHALL ALTIRNAO BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, THIRD PARTY OFFERINGS OR THIRD PARTY INTEGRATION MODULES, EVEN IF ALTIRNAO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ALTIRNAO RELATED TO ANY OF THE SERVICE, THIRD PARTY OFFERINGS OR THIRD PARTY INTEGRATED MODULES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL ALTIRNAO’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, THIRD PARTY OFFERINGS OR THIRD PARTY INTEGRATED MODULE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
You understand and agree that Altirnao set fees and entered into these Terms with You in reliance upon the limitations of liability set forth in these Terms, which allocate risk between the parties and form the basis of a bargain between the parties.
Except for payment obligations, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, acts of government, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.
During the term of these Terms, Altirnao may (i) orally state that Customer is an Altirnao customer and (ii) include Customer’s name or Customer trademarks, trade names, service marks or logos in a list of Altirnao customers (whether in Altirnao’s online or offline promotional materials). Customer may revoke Altirnao’s right to use its trademarks, trade names, service marks or logos under this paragraph with written notice to Altirnao and a reasonable period to stop the use.
When your principal place of business is located in the European Economic Area (“EEA”), the validity, construction and performance of these Terms shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby submit, except that a Party may seek an interim injunction in any court of competent jurisdiction.
If your principal place of business is located outside the EEA, these Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by the laws of the State of California. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the State and Federal courts located in San Francisco, CA.
Notwithstanding anything in these Terms to the contrary, either party may seek injunctive or other equitable relief in any court of competent jurisdiction, without any requirement to post a bond or other surety, to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors, and each party hereby submits to the jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds. Customer agrees that any breach of the license restrictions or other infringement or misappropriation of the intellectual property rights of Altirnao or its licensors may result in immediate and irreparable damage to Altirnao for which there is no adequate remedy at law.