1. Registration and Account Information. By registering and creating an account, you agree and warrant that you: (i) are providing AOC with accurate and complete information; (ii) will maintain the accuracy of such information; (iii) have the authority to agree to these Terms and to perform under these Terms; and (iv) will pay the applicable fees associated with your account. Each account is for the number of users specified in your registration (“Usage Limit”). Additional users may be added to the Usage Limit via mutually written agreement at AOC’s then prevailing rates, pro-rated as needed for any partial year. You are permitted to designate the users of the Services, provided that, you will retain responsibility for the acts of any such user under your account and you will not exceed the Usage Limit. You are responsible for maintaining the confidentiality of your account and password and for restricting access to the Services or the device that is accessing the Services. You agree to accept responsibility for all activities that occur under your account or password. If you believe that your account has been compromised, you must notify AOC immediately.
2. Service Usage Grant. Subject to the Terms, AOC grants you with a worldwide, nonexclusive, nontransferable, revocable, limited license to access and use of the Services (“License”). AOC reserve the right to terminate the License at any time and for any reason. Your failure to comply with these Terms will result in automatic termination of this License, with or without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the License, AOC does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. AOC will make commercially reasonable efforts to (i) make the Services available to you; and (ii) to maintain the security of the Services. You agree to take commercially reasonable precautions (including virus protection software) to screen any hardware and software you use to operate the Services.
3. AOC Rights. All rights, title, and interest in the Service and the technology used to provide the Services (“AOC Technology”), including all intellectual property rights related thereto, are the sole property of AOC or its licensors. All rights in and to the Services or AOC Technology not expressly granted to you in these Terms are hereby reserved by AOC and its licensors. Any trademarks, service marks, trade names and logos that appear within the Services are trademarks of AOC and/or AOC licensors. AOC shall have the right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Services. AOC may also gather statistical data, analytics, trend and other aggregated or otherwise non-identifiable data derived from your use of the Services to analyze and understand how the Services are used. AOC may, at any time, without notice, modify, enhance, or delete content from the Services.
4. Service Restrictions and Guidelines.
You shall use the Services solely for your internal business purposes as contemplated by these Terms. By using the Services, you agree to the following:
(i) you will not use the Services, intentionally or unintentionally, in a manner that is contrary to or in violation of any international, national, federal, state, or local law, rule, or regulation;
(ii) you will not use the Services in a manner that harms or may have the potential to harm, infect, take over, disable, overburden, or otherwise impair AOC Technology, or AOC’s computer systems, servers, networks, and/or other components connected to the Services (collectively, “AOC Systems”);
(iii) you will not interfere with any other party's use and enjoyment of the Services;
(iv) you will not upload, post, or otherwise transmit any material that contains malware, spyware, viruses, worms, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Services, AOC Technology, or AOC Systems;
(v) you will not attempt to gain unauthorized access to the Services or AOC Systems through password mining, hacking, or any other means;
(vi) you will not exceed the Usage Limit or allow more than one individual to access the Services through the same user seat;
(vii) you will not seek to gain access to any content within the Services through means other than those made intentionally available to you by AOC;
(viii) you will not reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, or otherwise exploit the Services, or any portion hereof without AOC's prior written consent;
(ix) you will not use any framing techniques to enclose any portion of the Services (including, but not limited to, images, text, page layout, and form) without AOC's prior written consent;
(x) you will not make any use of the trademarks, service marks, trade names, logos, and graphics used within the Services without AOC's prior written consent;
(xi) you will not use any network monitoring or discovery tools to determine the Service’s site architecture, or extract information about usage, individual identities, or other users with access to the Services;
(xii) you will not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Services or reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, trade secrets, or know-how in or underlying the Services or AOC Technology;
(xiii) you will not use or otherwise export the Service, or any portion thereof, in violation of the export control laws and regulations of the United States of America or any other country; and
(xiv) you will not sell, license, or use the Services as a component of any commercial material, permanently store entire documents of content obtained from the Services for subsequent retrieval, or create documents, web feeds or channels that include full or summarized text plus metadata such as publishing duties and authorship obtained from the Services.
5. Term. Your License term will begin on the date specified on the registration page and will remain in effect for one (1) year thereafter, unless terminated earlier in accordance with the provisions hereof. You may renew your License at any time during the term at the then prevailing rates. If you fail to renew your License prior to the expiration of your License term, then the provisions set forth in Section 6 (Termination & Suspension of Services) below shall apply.
6. Termination & Suspension of Services. Upon the termination and/or expiration of your License, all rights granted to you will immediately cease and you will immediately: (i) cease using the Services; (ii) remove all copies of downloaded materials; and (iii) pay AOC all amounts due and payable. You acknowledge and agree that AOC, in its sole discretion, may terminate your License if your conduct is found to be unlawful, inconsistent with, or in violation of these Terms. If your account is sixty (60) days or more overdue to any undisputed fees, AOC will have the right to either terminate your License or suspend the Services until any outstanding amounts are paid in full. AOC shall not be liable to you or any third party for terminating your License.
7. Payments. The Services shall be provided for the fees specified on the registration page. Unless otherwise states, all fees are quoted in United States Dollars. AOC’s fees are exclusive of any and all local state, federal, and foreign taxes, levies, or duties of any nature including any VAT taxes, and you are responsible for the payment of any such taxes. Fees will be payable annually in advance, paid directly through the Services (or in the event of invoicing, net thirty (30) days of your invoice receipt). Fees are non-refundable. Payments not received by the applicable due date shall be subject to late charges at the rate of 1.5% for the outstanding balance for the month.
8. WARRANTIES & DISCLAIMERS. AOC PROVIDES THE SERVICES "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, UNINTERRUPTED SERVICE, TIMELY SERVICE, SECURITY, OR WITH REGARD TO ANY CONTENT MODIFIED IN ANY WAY BY ANYONE OTHER THAN, AND WITHOUT THE EXPRESS APPROVAL OF, AOC. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT THE PROVISION OF THE SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA, AND THAT THE SERVICES MAY NOT SATISFY REQUIREMENTS NOT EXPRESSLY STATED IN THESE TERMS.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL AOC BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH (I) THE USE OF THE SERVICES, WHETHER OR NOT AOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; (II) ANY CLAIM(S) RELATING IN ANY WAY TO YOUR INABILITY OR FAILURE TO PERFORM RESEARCH OR OTHER WORK, OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY AOC; OR (III) ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE AVAILABILITY OF OR CONTENT MADE AVAILABLE THROUGH THE SERVICES. THE MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY OF AOC UNDER THESE TERMS, WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID AND/OR OWED (AS APPLICABLE) BY YOU FOR THE SERVICES IN THE 12 MONTHIS IMMEDIATELY PRECEDING THE CLAIM.
10. No Legal Advice; Relationship of the Parties. The Services and the content included therein is not intended to provide and shall not be used or relied on as legal advice. No attorney-client relationship is formed. The parties’ relationship is strictly that of independent contractors and these Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the power to bind the other, make any warranties or representations, or incur, assume or create obligations on the other’s behalf without the other’s prior written consent and each party agrees that it will not perform any act or omission to the contrary. Your use of the Services and any related content is at your own risk.
11. Indemnification. You agree to indemnify, defend, and hold AOC and its officers, directors, employees, affiliates, agents, licensors, and suppliers harmless from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms.
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