SERVICES ARE OFFERED “AS IS”.
1.2. The License allows You to access and use one or more Services from a single specific hardware system at any time per License. You may install, use, access, display and run one instance of the software (if required) at a time. The License does not grant any resale privileges. Other than the rights expressly set forth in Section 1.1 above, no other right or interest whatsoever in or relating to any Services is transferred or granted to You.
1.5. By submitting Case Information and/or Profile Information through the Site, any Online Product, or a Data Integration you grant AF a perpetual, irrevocable, royalty-free, non-exclusive license to use, reproduce, transmit, and display your Case Information and/or Profile Information as necessary and appropriate for AF to provide or improve the Services, including without limitation by making Case Information and/or Profile Information known to other Users or third-party vendors, such as a Third-Party Administrators, as part of the Services.
2.1. AF reserves the right to charge fees for access or use of the Services.
2.2. All amounts payable as a result of Your use of the Services are exclusive of sales, use, value-added, withholding, and other taxes and duties. You will pay all taxes and duties, if any, assessed in connection with Your use of the Services, except for taxes payable on AF’s net income.
3.2. You further acknowledge and agree that between You and Licensor, all right, title, and interest in and regarding AF Materials and the Services, including associated intellectual property rights, are and shall remain with Licensor, its affiliates, subsidiaries, assigns and/or their respective suppliers and licensors.
3.4. If You contact AF with feedback, to provide data about use, questions, comments, suggestions or the like (regardless of form) regarding AF Services (collectively, “Suggested Information”), such Suggested Information shall be deemed to be non-confidential to You, and AF shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into AF Services any such Information.
4.1. AF Services may use or include certain software, cloud services, files, components and materials that are subject to open source and/or third-party license terms (“Third-Party Components”). These Third-Party Components are licensed to You under the terms of their applicable license conditions and/or copyright notices incorporated into the EULA or accessible via links in this EULA, Services, or AF Materials . If there is a conflict between the licensing terms of such Third-Party Components and this EULA, the licensing terms of the Third-Party Components shall prevail in connection with the related Third-Party Components. Such Third-Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by its third-party licensors.
4.2. The licenses of certain Third-Party Components may require the provision of the source code of these Third-Party Components. With respect to any licenses of Third-Party Components that require the provision of the open source code of these Components, AF will provide to You and any third party, during a period set forth by each such license, for a charge of no more than AF’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, You should contact AF Support at 1.866.977.3434 or e-mail to firstname.lastname@example.org. Include “Open Source Code Request” in the Subject line of the email. A copy of the source code will be electronically provided at no cost to You. Under no circumstances shall AF Products or any portion thereof (except for the Third-Party Components) be deemed to be “open source” or “publicly available” software.
5.1. This EULA is effective upon the earliest of the following occurrences:
5.3. Either party may terminate this EULA if the other party: (i) ceases operation without a successor; or (ii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).
5.4. Upon termination of this EULA by Licensor pursuant to Section 5.2 above, the license granted herein will terminate and You: (i) shall immediately cease to use the Services, Data and Information, and AF Materials; (ii) shall pay to AF any amounts owed to AF for use of the Services before such expiration or termination; and (iii) shall remove any associated software (if any) from all hard drives, networks and other storage media, including destroying all copies any materials related to the Services in Your possession or under Your control. Upon AF’s request You shall within three (3) days certify destruction of all full or partial copies of AF Materials associated with any Services.
5.5. Termination of this EULA for any reason will not affect the Licensee’s obligations relating to the payment of amounts due or the Licensee’s obligations duties and acknowledgement of rights contained under the provisions of the License Grant (Section 1), Licensor’s Rights (Section 3), Disclaimer of Warranty, Limitation of Liability, Indemnification (Section 6), Data Usage and Privacy (Section 7) and Miscellaneous (Section 8).
7.2. Consent to Collection and Use of Data. In addition to the foregoing, You agree that AF may collect, use, store and transmit technical and related information that identifies Your computer (including the Internet Protocol Address), browser type, operating system, application usage (including but not limited to successful installation and/or removal), software, software usage and peripheral hardware, that may be gathered periodically to facilitate the provision of the Services, updates, product support and other services to You, including online services provided that any data used in such event logs shall be used in the aggregate, anonymously and Licensee’s identity.
7.3. Illegal Purposes. Use of AF Products for illegal, fraudulent, or abusive purposes may be referred to law enforcement authorities without notice.
7.4. Trademarks. “AF” and other AF’s marks and logos and all other proprietary identifiers used by AF in connection with the service (“AF Trademarks”) are all trademarks and/or trade names of AF and/or its affiliates, whether or not registered. All other trademarks, service marks, trade names and logos which may appear within the Services belong to their respective owners (“Third-Party Marks”). AF does not endorse, is not endorsed by nor affiliated with the holders of these trademarks. The Third-Party Marks are used by AF only to refer to software and other technology of third parties with which AF’s technology is compatible. AF’s use of these Third-Party Marks in no way indicates any relationship between AF and the holders of these trademarks. Rather, any such usage of Third-Party Marks by AF is considered nominative fair use under trademark law. No right, license, or interest to the AF Trademarks and the Third-Party Marks is granted hereunder, and Licensee agrees that no such right, license, or interest shall be asserted by Licensee with respect to the AF Trademarks or Third-Party Marks and therefore Licensee shall avoid using any of those marks.
7.5. Compliance with Laws. You shall be solely responsible to comply, at Your own expense, with local, state, national and international laws and regulations, including without limitation laws regarding data protection, security and privacy and with all governmental approvals, licenses, permits and authorizations which may be required with regards to Your use of the Services. You agree to promptly notify AF in writing of any unauthorized, negligent or inadvertent disclosure or use of Personal Information in connection with use of the Services, or any subpoena or other judicial or administrative order by a government authority or proceeding seeking access to or disclosure of Personal Information contained within Case Information, and shall cooperate with AF to mitigate any such breach (whether actual or suspected) or reasonably object to the scope of any disclosure required by a governmental authority or proceeding.
8.3. Intellectual Property Disputes. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES THAT ARISES UNDER OR RELATES TO THE COPYRIGHT, TRADEMARK, PATENT OR TRADE SECRET LAW OF THE UNITED STATES OR A STATE (“INTELLECTUAL PROPERTY LAWS”), ARBITRATION FORUMS, INC., MAY, IN ITS SOLE DISCRETION, CHOOSE TO BRING SUIT FOR THE RESOLUTION OF SUCH DISPUTE IN A COURT OF LAW RATHER THAN BY WAY OF ARBITRATION PURSUANT TO SECTION 8.2.
8.4. Severability. Should any term of this EULA be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms of the EULA.
8.5. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
8.6. Injunctive Relief. Since a breach by You of any of the obligations or undertakings contained herein may result in irreparable and continuing damage to AF for which there may be no adequate remedy at law, You acknowledge and agree that money damages will not be a sufficient remedy for any breach by You of this EULA, and therefore AF shall be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this EULA but shall be in addition to all other remedies available at law or in equity.
8.9. Effective Date. The effective date of this EULA is November 30, 2022.