Terms of Service
Last Updated: August 24, 2020
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 3280 Peachtree Rd NE, Atlanta, GA 30305, USA, and the person or entity agreeing to the terms herein (“Customer”, “You” or “you”). By 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 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, You also agrees to comply with the terms of any agreement between You and such reseller. In the event of an inconsistency between these Terms and any such reseller agreements, these Terms shall control.
If you register for a free trial or a proof of concept (POC) of the Service, these Terms will also govern that free trial or POC, unless otherwise provided herein.
Description of Service
AODocs is an online document management solution for 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 that Altirnao may release to its customers from time to time. 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 G Suite for Business account(s) 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 G Suite 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 G Suite 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 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 G Suite account (the “Account”), which will be granted access to the Service. Customer is solely responsible for granting the Service access to Customer’s G Suite files and revoking such access when Customer ceases use of the Service. Customer is responsible for maintaining the confidentiality of Customer’s password. 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 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. Altirnao has no control over the administration operations carried out by Customer on Customer’s G Suite domain. 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 G Suite 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 and the Google Acceptable Use Policy (available at https://cloud.google.com/terms/aup), including, without limitation, Customer’s payment of all applicable fees, directly to Altirnao or indirectly to a reseller as applicable, Altirnao hereby grants Customer a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use the Service, solely for Customer’s own internal 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 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 Accounts and Accounts that are inactive for a continuous period of ninety (90) days. 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 access to Customer’s G Suite 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. Altirnao will provide Customer with prior notice of such termination and will send a data backup to Customer by email. In case of Accounts with more than one User, if at least one of the Users is active, the Account will not be considered inactive.
Restrictions on Use
Restrictions on Use of AODocs: You acknowledge that AODocs relies on the functioning of G Suite and that should Your use of Google’s G Suite 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 discover the source code of the Service
- rent, lease, sell, 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 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;
- 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 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 G Suite 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 in Google Drive, 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 G Suite: You understand and agree that your use of the Service requires the use of G Suite. 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 G Suite or any component thereof;
- use the G Suite 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 G Suite or any component thereof;
- use G Suite or any component thereof to create, train, or improve (directly or indirectly) a substantially similar product or service, including any machine translation engine;
- access G Suite or any component thereof in a manner intended to avoid incurring fees;
- use G Suite 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 G Suite account if: (a) your use of G Suite is in violation of Google’s Acceptable Use Policy, which could disrupt: (i) G Suite; (ii) other users’ use of G Suite; or (iii) the Google network or servers used to provide G Suite services; or (b) there is unauthorized third party access to G Suite.
- 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 this Service or the use of Service 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 this Agreement;
- or (g) Customer 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.
Technical Support Services
- By Licensee. 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.
- 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 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.
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 Account at any time, you will not receive any refund.
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.
Free Trial, Proof of Concept
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”). 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 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, royalty-free, worldwide license (including the right to sublicense through multiple tiers) to access, use, reproduce, distribute, store, transmit, modify, adapt, reformat, publicly display, publicly perform and create derivative works of Your Content as required for the purpose of providing 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 G Suite domain data and files or other content and materials stored in Customer’s G Suite account. Therefore, You are solely responsible for granting the Service access to such G Suite 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.
You hereby consent that, if You choose to become a paying customer of the Service, Altirnao may identify You as a Altirnao customer (using Your name and logo) and generally describe the products or services it provides to You in its promotional materials, presentations, and proposals to other current and prospective customers.
If you cancel your Service subscription, your information is no longer used and Altirnao will delete your Account and data associated with your Account within ninety (90) days of your cancellation. Please note, however, that some information like billing and subscription may remain with us for accounting and legal reasons.
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.
THE SERVICE IS 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 IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE 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 WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING THE SERVICE 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, 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, 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 SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL ALTIRNAO’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, 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.
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.
When your principal place of business is located in the European Economic Area (“EEA”), the validity, construction and performance of this Agreement 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.