|
| | |
|
ASBMS WEB Terms of Use
Welcome to the ASBMS WEB site on the World Wide Web (the "Site"). ASBMS
WEB is an Internet site run by Acculaw,, Inc. The terms and conditions set
forth below ("Terms") govern the use of this Site and are legally
binding on you as the user, including your employer, employees, consultants,
agents and customers as permitted. If you do not agree with one or more of the
Terms, do not access or otherwise use this Site or any information contained on
this Site. Your use of this Site is your agreement to abide by each of the
terms set forth below. PLEASE READ THESE TERMS CAREFULLY.
Welcome
As part of the Service, ASBMS WEB will provide customer use of a web-based
computer program accessible by a computer browser, capable of handling the functions
normally associated with scheduling, job management and accounts receivable of
a small business. The service provides an interface, data
encryption, transmission, retrieval and storage. Customer's registration
for, or use of, the service shall be deemed to be customer's agreement to abide
by this agreement including any materials available on the ASBMS WEB website
incorporated by reference herein, including but not limited to the Privacy and
Security Statements. For reference, a Definitions section is included at the
end of this Agreement.
1. Grant of License
ASBMS WEB grants customer a non-exclusive, non-transferable worldwide right
to use the service, solely for Customer's own internal business purposes
subject to the terms of this agreement. Subject to the terms of this agreement,
customer grants to ASBMS WEB the non-exclusive, worldwide, right to use, copy,
store, transmit and display customer data solely to the extent necessary to
provide the service as requested by customer. customer shall not (i) license,
sublicense, sell, resell, transfer, assign, distribute or otherwise make
available to any third party the service or the content, (ii) modify or make
derivative works based upon the ASBMS WEB Technology or the content; (iii)
commercially exploit the service or the content in any way, or (iv) create
Internet "links" to the service or "frame" or
"mirror" any content contained in, or accessible from, the Service on
any other server, wireless or Internet-based device. ASBMS WEB shall not use
the customer data for any purpose other than to provide the service to
customer. All rights not expressly granted to customer are reserved by ASBMS
WEB and its licensors.
2. Customer Responsibilities
Customer is responsible for any and all activities that occur under
customer's user accounts and shall abide by all applicable local, state,
national and foreign laws, treaties and regulations in connection with use of
the service. Customer shall: (i) notify ASBMS WEB immediately of any
unauthorized use of any password or account or any other known or suspected
breach of security; (ii) report to ASBMS WEB immediately and use reasonable
efforts to stop immediately any unauthorized copying or distribution of content
that is known or suspected by customer or its Users; (iii) assure that use of
the service shall at all times comply with all applicable local, state,
federal, and international laws, regulations, and conventions, including
without limitation those related to data privacy, international communications,
and the exportation of technical or personal data; and (iv) not impersonate
another ASBMS WEB user or provide false identity information to gain access to
or use the Service.
3. Payment of Service
Customer shall pay all fees or charges to its account in accordance with the
fees, charges, and billing terms in effect at the time a fee or charge is
due and payable. The charges will be defined in the order form. Payments
will be made on a recurring basis consistent with the term. License fees are
nonrefundable whether or not user licenses are actively used. Customer must
provide ASBMS WEB with valid credit card or approved purchase order information
as a condition to signing up for the service. Added licenses will be subject to
the following: (i) added licenses will be coterminous with the preexisting
license Term (ii) the license fee for the added licenses will be the then
current, generally applicable license fee on order form; and ASBMS WEB reserves
the right to change the fees, applicable charges and usage policies and to
introduce new charges at any time, upon at least 30 days prior notice to
customer, which notice may be provided by e-mail.
ASBMS WEB charges and collects in advance for use of the service. ASBMS WEB
will automatically renew and bill customer's credit card (a) every month for
monthly licenses, (b) annually for annual licenses or issue an invoice to
customer for annual charge The renewal charge will be equal to the
then-current number of total User licenses times the then-current license fee in
effect at the time of renewal. Any incidental and unexpected cost that is
associated with the system will be shared among its users under
"maintenance" fees. Fees for other services will be charged on an
as-quoted basis. ASBMS WEB's fees are exclusive of all taxes, levies, or duties
imposed by taxing authorities, and customer shall be responsible for payment of
all such taxes, levies, or duties, excluding only United States
(federal or state) taxes based solely on ASBMS WEB's income.
Customer agrees to provide ASBMS WEB with complete and accurate billing and
contact information on order form via mail or verified facsimile. This
information includes customer's legal company name, street address, e-mail
address, and name and telephone number of an authorized billing contact,
owner/executive and/or authorized license administrator. Customer agrees to
update this information within 30 days of any change to it. If the contact
information customer has provided is false or fraudulent, ASBMS WEB reserves
the right to terminate Customer's access to the Service in addition to any
other legal remedies.
For credit card payers, charges will be generated at the start of a license or
billing period and customer's credit card will be charged simultaneously. If
paying by other means, invoices will be generated at the start of a license or
billing period and approximately one month in advance of the start of any
renewal or subsequent billing period and shall be due within 30 days.
Customer's account will be considered delinquent (in arrears) if payment in
full is not received by the license or billing period start date.
Unless ASBMS WEB in its discretion determines otherwise: entities with
headquarters and a majority of users resident in the United
States will be billed in U.S. dollars and subject to U.S. payment
terms and pricing schemes
4. Excess Storage Fees
The maximum disk storage space provided to Customer at no additional charge is
a cumulative of 2000 transaction records per administrator user license.
Uploading content is a separate license fee and will be stated in the
order form if customer decides to use this feature. This feature will be
charged the then-current storage fees license term. ASBMS WEB will use
reasonable efforts to notify Customer when the average storage used per license
reaches approximately 90% of the maximum; however, any failure by ASBMS WEB to
notify Customer shall not affect Customer's responsibility for such additional
storage charges. ASBMS WEB reserves the right to establish or modify its
general practices and limits concerning storage of customer data. The customer
will have the ability to delete paid transactions and uploaded content.
5. Account Information and Data
All data submitted by customer to the service, whether posted by customer
or by third parties, shall remain the sole property of customer or such third
parties, as applicable, unless specifically notified in advance. Customer, not ASBMS
WEB, shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness and copyright of all customer data, and ASBMS
WEB shall not be responsible or liable for the deletion, correction,
destruction, damage, loss or failure to store any Data. In the event that
customer terminates this Agreement (other than by reason of customer's breach),
ASBMS WEB will make available to customer a file of the customer data within 60
days of termination notice if customer so requests. ASBMS WEB reserves the
right to withhold, remove and/or discard customer data without notice for any
breach, including, without limitation, customer's non-payment. Upon termination
for cause, customer's right to access or use customer data immediately ceases,
and ASBMS WEB shall have no obligation to maintain or forward any customer
data.
6. Suspension and Non-payment
In addition to any other rights granted to ASBMS WEB herein, ASBMS WEB
reserves the right to suspend or terminate this agreement and customer's access
to the Service if customer's account becomes thirty (30) days or more delinquent
(falls into arrears). Delinquent invoices (accounts in arrears) are subject to
interest of 1.5% per month on any outstanding balance, or the maximum permitted
by law, whichever is less, plus all expenses of collection. Customer will
continue to be charged for user licenses during any period of suspension. If
customer or ASBMS WEB initiates termination of this agreement, customer will be
obligated to pay the balance due on customer's account computed in accordance
with the charges and payment of fees section above. Customer agrees that ASBMS
WEB may charge such unpaid fees to Customer's credit card or otherwise bill
Customer for such unpaid fees.
ASBMS WEB reserves the right to impose a reconnection fee in the event customer
is suspended and thereafter requests access to the service. Customer agrees and
acknowledges that ASBMS WEB has no obligation to retain customer data and that
such customer data may be irretrievably deleted if customer's account is 90
days or more delinquent.
7. Privacy & Security
ASBMS WEB's privacy and security policies may be viewed
http://www.acculaw.com/privacy-policy.aspx (homepage footer). ASBMS WEB
reserves the right to modify its privacy and security policies in its
reasonable discretion from time to time.
8. Restrictions
You are permitted to store, manipulate, analyze, reformat, print, and
display the content only for your internal business use. Unauthorized use,
resale or commercial exploitation of the service and/or the Content in any way
is expressly prohibited. You agree not to reverse engineer the service, or
access the service in order to (i) build a competitive product or service, (ii)
build a product using similar ideas, features, functions or graphics of the
service, or (iii) copy any ideas, features, functions or graphics of the
Service. You shall not copy, license, sell, transfer, make available,
distribute, or assign
this license or the content to any third-party. You shall not create Internet
"links" to the Service or "frame" or "mirror" any
content contained on, or accessible from, the service on any other server or
Internet-based device. You are advised to consult with your broker or other
financial representative to verify pricing information prior to the execution
of any security trade based upon the content. User licenses cannot be shared or
used by more than one individual User but may be reassigned from time to time
to new Users who are replacing former Users who have terminated employment with
customer or otherwise changed job status or function and no longer require
access to the service.
9. Third-Party Interaction
Customer shall not (i) license, sublicense, sell, resell, transfer, assign,
distribute or otherwise make available to any third party the service or the
content, (ii) modify or make derivative works based upon the ASBMS WEB
technology or the content; (iii) commercially exploit the service or the
content in any way, or (iv) create Internet "links" to the service or
"frame" or "mirror" any content contained in, or accessible
from, the service on any other server, wireless or Internet-based device. ASBMS
WEB shall not use the customer data for any purpose other than to provide the
service to customer.
10. Termination
This Agreement commences on the Effective Date. The Initial Term of this
Agreement will be monthly, or one year as determined by customer's order form
agreement with ASBMS WEB, commencing on the date customer agrees to pay for the
service by completing the online order form. This Agreement will automatically
renew, for a term equal in duration to the Term specified, upon the expiration
of the term or any renewal term. Either party may terminate this agreement or
reduce the number of licenses, effective upon the expiration of the then
current term, by notifying the other party in writing at least five (5)
business days prior to the date of the invoice for the following term. In the
event that Customer terminates this Agreement (other than by reason of
Customer's breach), ASBMS WEB will make available to Customer a file of its
Customer Data within 60 days of termination if Customer so requests at the time
notice of termination is given. Customer agrees and acknowledges that ASBMS WEB
has no obligation to retain the Customer Data, and may delete such Customer
Data, more than 60 days after termination.
11. Termination for Cause
Any breach of Customer's payment obligations or unauthorized use of the ASBMS
WEB Technology or service will be deemed a material breach of this agreement. ASBMS
WEB, in its sole discretion, may terminate customer's password, account or use
of the service if customer breaches or otherwise fail to comply with this
agreement. Customer agrees and acknowledges that ASBMS WEB has no obligation to
retain the Customer Data, and will delete such Customer Data, if Customer has materially
breached this agreement, including but not limited to failure to pay
outstanding fees, and such breach has not been cured within 60 days of notice
of such breach.
12. Ownership
ASBMS WEB alone (and its licensors, where applicable) shall own all right,
title and interest, including all related Intellectual Property Rights, in and
to the ASBMS WEB Technology, the content and the Service and any suggestions,
ideas, enhancement requests, feedback, recommendations or other information
provided by customer or any other party relating to the service. This Agreement
is not a sale and does not convey any rights of ownership in or related to the
service, ASBMS WEB technology or intellectual property owned by ASBMS WEB to
customer. The ASBMS WEB name, the ASBMS WEB logo, and the product names
associated with the service are trademarks of ASBMS WEB or third parties,
and no right or license is granted to use them.
13. Third Party Rights
During use of the service, customer may enter into correspondence with, purchase
goods and/or services from, or participate in promotions of advertisers or
sponsors showing their goods and/or services through the service. Any such
activity, and any terms, conditions, warranties or representations associated
with such activity, is solely between customer and the applicable third-party. ASBMS
WEB and its licensors shall have no liability, obligation or responsibility for
any such correspondence, purchase or promotion between customer and any such
third-party. ASBMS WEB does not endorse any sites on the Internet that are
linked through the service. ASBMS WEB is providing these links to customer only
as a matter of convenience, and in no event shall ASBMS WEB or its licensors be
responsible for any content, products, or other materials on or available from
such sites. ASBMS WEB provides its services to customer pursuant to the terms
of this agreement. Customer recognizes, however, that certain third-party
providers of ancillary software, hardware, or services may require customer's agreement
to additional or different license or other terms prior to customer's use of or
access to such software, hardware, or services on behalf of customer.
14. Warranties
Each party represents and warrants that it has the legal power and
authority to enter into this agreement. ASBMS WEB represents and warrants that
it will provide the service in a manner consistent with general industry
standards reasonably applicable to the provision thereof and that the service
will perform substantially in accordance with the online ASBMS WEB help
documentation under normal use and circumstances. Customer represents and
warrants that it has not falsely identified itself nor provided any false
information to gain access to the service and that customer's billing information
is correct.
15. Mutual Indemnification
Customer shall indemnify and hold ASBMS WEB, its licensors and each such
party's parent organizations, subsidiaries, affiliates, officers, directors,
employees, attorneys and agents harmless from and against any and all claims,
costs, damages, losses, liabilities and expenses (including attorneys' fees and
costs) arising out of or in connection with: (i) a claim alleging that use of
the Customer Data infringes the rights of, or has caused harm to, a third party;
(ii) a claim, which if true, would constitute a violation by customer of the
representations and warranties; or (iii) a claim arising from the breach
by customer or users of this agreement, provided in any such case that ASBMS
WEB (i) gives written notice of the claim promptly to customer (ii) gives
customer sole control of the defense and settlement of the claim (provided that
customer may not settle or defend any claim unless it unconditionally releases ASBMS
WEB of all liability and such settlement does not affect ASBMS WEB's business
or service); (iii) provides to customer all available information and
assistance; and (iv) has not compromised or settled such claim.
ASBMS WEB shall indemnify and hold customer and its parent organizations,
subsidiaries, affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising out of
or in connection with: (i) a claim alleging that the service directly infringes
a copyright, a U.S. patent issued as of the effective date, or trademark of a
third party; (ii) a claim, which if true, would constitute a violation of ASBMS
WEB of the representations or warranties; or (iii) a claim arising from breach
of this Agreement by ASBMS WEB; provided that Customer (i) promptly gives
written notice of the claim to ASBMS WEB; (ii) gives ASBMS WEB sole control of
the defense and settlement of the claim (provided that ASBMS WEB may not settle
or defend any claim unless it unconditionally releases customer of all
liability); (iii) provides to ASBMS WEB all available information and
assistance; and (iv) has not compromised or settled such claim. ASBMS WEB shall
have no indemnification obligation, and customer shall indemnify ASBMS WEB
pursuant to this Agreement, for claims arising from any infringement arising
from the combination of the Service with any of customer's products, service,
hardware or business process(s).
16. Disclaimer of
Warranties
ASBMS web and its licensors make no representation, warranty, or guaranty
as to the reliability, timeliness, quality, suitability, truth,
availability, accuracy or completeness of the service or any content; ASBMS web
and its licensors do not represent or warrant that (a) the use of the service
will be secure, timely, uninterrupted or error-free or operate in combination
with any other hardware, software, system or data, (b) the service will meet
customer's requirements or expectations, (c) any stored data will be accurate
or reliable, (d) the quality of any products, services, information, or other
material purchased or obtained by customer through the service will meet
customer's requirements or expectations, (e) errors or defects will be
corrected, or (f) the service or the server(s) that make the service available
are free of viruses or other harmful components;(iii) the service and all
content is provided to customer strictly on an "as is" basis; and
(iv) all conditions, representations and warranties, whether express, implied,
statutory or otherwise, including, without limitation, any implied warranty of
merchantability, fitness for a particular purpose, or non-infringement of third
party rights, are hereby disclaimed to the maximum extent permitted by applicable
law by ASBMS web and its licensors.
17. Delays of Internet
ASBMS web's services may be subject to limitations, delays, and other
problems inherent in the use of the internet and electronic
communications. ASBMS web is not responsible for any delays, delivery failures,
or other damage resulting from such problems.
18. Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts
actually paid by and/or due from customer in the twelve (12) month
period immediately preceding the event giving rise to such claim. In no
event shall either party and/or its licensors be liable to anyone for any
indirect, punitive, special, exemplary, incidental, consequential or other
damages of any type or kind (including loss of data, revenue, profits, use or
other economic advantage) arising out of, or in any way connected with
this service, including but not limited to the use or inability to use the
service, or for any content obtained from or through the service, any
interruption, inaccuracy, error or omission, regardless of cause in the
content, even if the party from which damages are being sought or such party's
licensors have been previously advised of the possibility of such
damages.
19. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied
warranties or limitation of liability for incidental or consequential damages,
so the exclusions set forth above may not apply to customer.
20. Export Control
This site provides services and uses software and technology that may be
subject to United States
export controls administered by the U.S. Department of Commerce, the United
States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies
and the export control regulations of the European Union. The user of this site
("User") acknowledges and agrees that the site shall not be used, and
none of the underlying information, software, or technology may be transferred
or otherwise exported or re-exported to any other countries to which the United
States and/or the European Union maintains an embargo (collectively,
"Embargoed Countries"), or to or by a national or resident thereof,
or any person or entity on the U.S. Department of Treasury's List of Specially
Designated Nationals or the U.S. Department of Commerce's Table of Denial
Orders (collectively, "Designated Nationals"). The lists of Embargoed
Countries and Designated Nationals are subject to change without notice. By
using this site, User represents and warrants that it is not located in, under
the control of, or a national or resident of an Embargoed Country or Designated
National. User agrees to comply strictly with all U.S. and European Union export laws
and assumes sole responsibility for obtaining licenses to export or re-export
as may be required. This site may use encryption technology that is subject to
licensing requirements under the U.S. Export Administration Regulations, 15
C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
ASBMS WEB and its licensors make no representation that the service is
appropriate or available for use in other locations. If Customer uses the
Service from outside the United
States of America and/or the European Union,
Customer is solely responsible for compliance with all applicable laws,
including without limitation export and import regulations of other countries.
Any diversion of the Content contrary to United States or European Union
(including European Union Member States) law is prohibited. None of the
Content, nor any information acquired through the use of the Service, is or
will be used for nuclear activities, chemical or biological weapons, or missile
projects, unless specifically authorized by the United States Government or
appropriate European body for such purposes.
21. Notice
ASBMS WEB may give notice by means of a general notice on the Service,
electronic mail to Customer's e-mail address on record in ASBMS WEB's account
information, or by written communication sent by first class mail or pre-paid
post to Customer's address on record in ASBMS WEB's account information. Such
notice shall be deemed to have been given upon the expiration of 48 hours after
mailing or posting (if sent by first class mail or pre-paid post) or 12 hours
after sending (if sent by email). Customer may give notice to ASBMS WEB (such
notice shall be deemed given when received by ASBMS WEB) at any time by any of
the following: letter sent by confirmed facsimile to ASBMS WEB at the following
fax numbers 954-587-1926; letter delivered by nationally recognized overnight
delivery service or first class postage prepaid mail to ASBMS WEB at the
following addresses (whichever is appropriate): ASBMS WEB, 4407 SW 62nd Ave,
Davie, Fl 33314, addressed to the attention of: Chief Financial Officer.
22. Modification to Terms
ASBMS WEB reserves the right to change the terms and conditions of this
agreement or its policies relating to the service at any time and shall notify
customer by posting an updated version of this agreement on the service.
customer is responsible for regularly reviewing this agreement. Continued use
of the service after any such changes shall constitute customer's consent to
such changes.
23. Assignment
This Agreement may not be assigned by Customer without the prior written
approval of ASBMS WEB but may be assigned by ASBMS WEB to (i) a parent or
subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any
purported assignment in violation of this section shall be void.
24. General
With respect to the U.S. this Agreement shall be governed by Florida law
and controlling United States federal law, without regard to the choice or
conflicts of law provisions of any jurisdiction, and any disputes, actions,
claims or causes of action arising out of or in connection with this agreement
or the service shall be subject to the exclusive jurisdiction of the state and
federal courts located in Broward County, Florida No text or information
set forth on any other purchase order, preprinted form or document (other than
the Order Form) shall add to or vary the terms and conditions of this
Agreement. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then such provision(s) shall be
construed, as nearly as possible, to reflect the intentions of the invalid or
unenforceable provision(s), with all other provisions remaining in full force
and effect. No joint venture, partnership, employment, or agency relationship
exists between Customer and ASBMS WEB as a result of this agreement or use of
the Service. The failure of ASBMS WEB to enforce any right or provision in
this Agreement shall not constitute a waiver of such right or provision unless
acknowledged and agreed to by ASBMS WEB in writing. This agreement, together
with any applicable Order Form, comprises the entire agreement between Customer
and ASBMS WEB and supersedes all prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, between the parties
regarding the subject matter contained herein.
25. Definitions
As used in this agreement and in any Order Forms now or hereafter
associated herewith: "agreement" means this online services
agreement, and any Order Forms, whether written or submitted online via the
Online Order Center, and any materials available on the ASBMS WEB website
specifically incorporated by reference herein, as such materials, including the
terms of this agreement, may be updated by ASBMS WEB from time to time in its
sole discretion; "content" means the audio and visual information,
documents, software, products and services contained or made available to
Customer in the course of using the service; "customer", You or
Customer's means the individual or legal entity, its directors, officers,
affiliates agents, and employees, as identified in the registration and
identification data provided to ASBMS WEB via this web site; "customer
data" means any data, information or material provided or submitted by
Customer to ASBMS WEB in the course of utilizing the service; "Effective
Date" means the earlier of either the date this Agreement is accepted by
selecting the "OK" option presented on the screen where this
agreement is displayed or the date customer begins using the Service;
"term" means the period during which customer is obligated to pay for
the service equal to the billing frequency selected by customer during the
subscription process, i.e. if the billing frequency is monthly, the term is one
month; "Intellectual Property Rights" means unpatented inventions,
patent applications, patents, design rights, copyrights, trademarks, service
marks, trade names, domain name rights, mask work rights, know-how and other
trade secret rights, and all other intellectual property rights, derivatives
thereof, and forms of protection of a similar nature; "License
Administrator(s)" means those users designated by customer who are
authorized to purchase licenses online using the Online Order Center or by
executing written Order Forms; "License Term(s)" means the period(s),
during which a specified number of Users are licensed to use the service
pursuant to the Order Form(s); "Order Form(s)" means the initial
subscription for the Service and any subsequent order forms submitted online,
specifying, among other things, the number of licenses and other services
contracted for, the applicable fees, the billing period, and other charges as
agreed to between the parties and each such Order Form shall be incorporated
into and become a part of this Agreement. In the event of any conflict between
the terms of this Agreement and the terms of any such Order Form, the terms of
this agreement shall prevail; "Online Order Center" means ASBMS
WEB's online application that allows the License Administrator designated by
Customer to, among other things, add additional users to the service; "ASBMS
WEB" means Acculaw, Inc., a Florida corporation, having its principal
place of business at , 4407 SW 62nd Ave, Davie, Fl 33314 "ASBMS WEB
Technology" means all of ASBMS WEB's proprietary technology (including
software, hardware, products, processes, algorithms, user interfaces, know-how,
techniques, designs and other tangible or intangible technical material or
information) made available to customer by ASBMS WEB in providing the service;
"Service(s)" means the specific edition of ASBMS WEB's online
customer relationship management, billing, data analysis, and other corporate
ERP services identified during the ordering process, developed, operated, and
maintained by ASBMS WEB accessible via http://www.acculaw.com or another
designated web site or IP address or ancillary services rendered to Customer by
ASBMS WEB, to which customer is being granted access under this agreement,
including the acculaw.com technology and the content; "License
Administrator(s)" means those users designated by customer who are
authorized to create user accounts and otherwise administer customer's use of
the service; "user(s)" means customer's, employees,
representatives, consultants, contractors or agents who are authorized to use
the service and have been supplied user identifications and passwords by
customer (or by ASBMS WEB at Customer's request).
Questions or Additional Information: If you have questions
regarding this agreement or wish to obtain additional information, please send
an e-mail to info@acculaw.com.
| |
| | |
|
|