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AIDODYS TERMS OF USE

 

THESE TERMS OF USE (“TERMS OF USE”), OUTLINES THE TERMS REGARDING YOUR USE OF THE SERVICE. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU (“YOU” OR “USER”) AND AM BUSINESS SAS AND ITS RESPECTIVE AFFILIATES (COLLECTIVELY, “AMW”). THE SERVICES ARE NOT PROVIDED FOR THE PURPOSE OF PERSONNAL USE. BY DOWNLOADING, INSTALLING, ACTIVATING, AND/OR OTHERWISE USING (“USE”) ANY PART OF THE SERVICE, YOU ARE REPRESENTING TO AMW THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION AND AGREEING ON BEHALF OF SUCH ORGANIZATION (THEREFORE "YOU" AND "YOUR" WILL REFER ALSO TO THAT ORGANIZATION) THAT YOU HAVE READ AND THAT YOU AGREE TO COMPLY WITH AND ARE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE (IN PARTICULAR THE LIMITATIONS OF LIABILITY AT CLAUSE 8.2) AND ALL APPLICABLE LAWS AND REGULATIONS.

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 OUR SERVICES ARE NOT DESIGNED TO ATTRACT CHILDREN UNDER THE AGE OF 16. ANY USE OF OUR SERVICES BY A CHILD UNDER THE AGE OF 16 MUST BE UNDER PARENTAL SUPERVISION AND EXPLICIT CONSENT. IF WE LEARN THAT A PERSON UNDER THE AGE OF 16 IS USING THE SERVICES WITHOUT PARENTAL SUPERVISION AND CONSENT, WE WILL PROHIBIT AND ATTEMPT TO BLOCK SUCH USE AND WILL MAKE REASONABLE EFFORTS TO PROMPTLY DELETE ANY PERSONAL DATA STORED WITH US WITH REGARD TO SUCH CHILD.

 IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE THEN YOU MAY NOT USE ANY PART OF THE SERVICES.

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 The Parties agree as follows:

1. Purpose. The User and AMW wish to exchange information of a proprietary and confidential nature in order for AMW to provide the User with services that shall be accessed and used by User and with User’s own provided data (together, the “Services”). For purposes of this Terms of Use, the Party disclosing Confidential Information is hereinafter referred to as the “Disclosing Party” and the Party receiving confidential information hereunder is hereinafter referred to as “Receiving Party.”

2. Definitions.

2.1 “Confidential Information” means any information, technical data, or know-how, whether presently existing or hereafter developed, considered proprietary or confidential by the Disclosing Party (defined below) including, but not limited to, any materials specifically marked as “Confidential” or Proprietary”, any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, the Disclosing Party’s or its affiliates’ research, products, computer hardware and software, plans, designs, architecture, drawings, services, developments, inventions, processes, specifications, diagrams, engineering, marketing, techniques, documentation, customer and supplier lists and information, product ideas, pricing information, procedures, data concepts, business and marketing plans or strategies, financial information, operations information and business opportunities disclosed by the Disclosing Party or its affiliates to Receiving Party (defined below) either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to the Disclosing Party’s or its affiliates’ premises. Confidential Information shall also include any disclosed information of third parties that a Disclosing Party or its affiliates is obligated to protect as trade secret or confidential.

2.2 “Intellectual Property Rights” means all intellectual property rights in any part of the world, including, without limitation,  patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or may subsist now or in the future.

2.3 “User Data” means the data or information provided or inputted by or on behalf of User for the purpose of accessing and using the Service, and all information derived from the foregoing, including any documents uploaded into the Services or any results of processing the foregoing through the Service.

2.4 “Services” means the access to AMW’s Aidodys platform, provided “as is” by AMW, and that shall be subject to future enhancements or modifications.

3. Confidentiality. Any provided Confidential Information will remain the sole and exclusive property of the Disclosing Party or its affiliates. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this Terms of Use or disclose any Confidential Information of the Disclosing Party or its affiliates except with the Disclosing Party's prior written permission; provided that the Receiving Party may disclose any Confidential Information of the Disclosing Party or its affiliates to its employees who have a need to know such Confidential Information for purposes of these Terms of Use and who are bound to a written Terms of Use protecting such Confidential Information as required hereby pursuant to terms no less restrictive than as provided under this Terms of Use. Each party agrees to protect the confidentiality of the Confidential Information of the other party or its affiliates at least in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party or its affiliates, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. In the event that the Disclosing Party is unable to obtain a protective order or other appropriate remedy, or if it so directs the Receiving Party, the Receiving Party shall furnish only that portion of the Confidential Information that the Receiving Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information. The Receiving Party agrees that the information disclosed by the Disclosing Party or its affiliates need not be marked “Confidential” to be considered Confidential Information. Confidential Information shall not include any information that the Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party hereunder; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party or its affiliates without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party as evidenced by written documentation existing at the time of such independent development; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. Upon termination of the Terms of Use, at the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form of media, of the Disclosing Party’s Confidential Information, or destroy all such copies, at Disclosing Party’s request, and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the Receiving Party shall need not destroy electronic archives and backups made in the ordinary course of business where it would be commercially impracticable to do so; provided that any such Confidential Information retained shall remain subject to the obligations of confidentiality set forth herein. Due to the unique nature of the Confidential Information, monetary damages may be inadequate to compensate either party for any breach by the other party of its covenants and Terms of Uses set forth in this Terms of Use. Accordingly, the parties each agree and acknowledge that any such violation or threatened violation may cause irreparable injury and, in addition to any other remedies that may be available, in law, in equity or otherwise, each party shall be entitled to obtain injunctive relief against the threatened breach of this Terms of Use or the continuation of any such breach by the other party.

4. User Account. AMW shall, during the Term, provide User with access to the Services. To access and use the Services, User must set up an account. When setting up the account, User must provide current, complete and accurate information. User will at all-time be responsible for maintaining the security of the account and shall take all necessary steps to protect the account password from disclosure. User is fully responsible for its own and third party use of the account. AMW will not be liable for any loss and/or damage resulting from User’s failure to comply with this section. User agrees to notify AMW immediately upon learning of any unauthorized use of the account or any other breach of security.

5. Use Limitations. The Services may not be used for any purpose beyond the scope of these Terms of Use including, but not limited to, commercial use not contemplated expressly hereunder, and is subject to the following additional limitation(s): User shall not (i) use the Services without, or in violation of, the written license or these Terms of Use with AMW; (ii) access or attempt to access the Services by any means other than the interface we provide or authorize (iii) circumvent any access or use restrictions put into place to prevent certain uses of the Services (iv) use the Services to adapt, modify or share any content that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, hateful, or otherwise objectionable (v) Share any content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other users, or the public (vi) attempt to disable, impair, or destroy the Services (vii) artificially manipulate or disrupt the Services (viii) create accounts for the purpose of violating these Terms of Use or for circumventing account termination or other types of actions taken by AMW (ix) violate applicable law (x) (or attempt to): (a) copy, modify, adapt, frame, mirror, display, republish, download, translate or otherwise create derivative works of the Services; (b) reverse engineer, de-compile, disassemble, reverse compile or otherwise attempt to discover the source code of the Services or any part thereof; (c) rent, lease, sell, assign, sublicense or otherwise transfer rights in the Services, (d) use the Services or any part thereof to provide services to third parties; (e) remove any proprietary notices or labels on the Services; (f) knowingly use, post, transmit or introduce any device, software or routine in a manner intended to interfere or attempt to interfere with the operation of the Services or any part thereof; or (g) use the Services for purposes in violation of any laws applicable to User’s use of the Services.

6. License; Ownership.

6.1 Subject to the terms of this Terms of Use, AMW grants User a non-exclusive, non-transferable, royalty-free, non-sublicensable license to access and use of the Services and, at the end of the Term, the User shall not be granted any right to use and access the Services.

6.2. User acknowledges and agrees that all Intellectual Property Rights in the Service, including any and all updates, enhancements, derivatives, modifications or improvements thereof, are, and shall remain, the sole property of AMW and/or its licensors. Except as expressly stated in these Terms of Use, these Terms of Use does not grant User any Intellectual Property Rights or any other rights or licenses in respect of the Service. AMW expressly reserves all right, title, and interest in and to any Intellectual Property Rights not specifically granted to User herein. It is clarified that All reports, testing data, results or feedback provided in conjunction with usage by User of the Service shall be deemed part of the Service and owned by AMW.

6.3. AMW acknowledges and agrees that User (or User Affiliate(s) as applicable) remains at any time the sole owner of (or where applicable, must ensure it has a valid license to) the User Data. User hereby grants AMW and its Affiliates a non-exclusive, worldwide royalty-free license to use the Customer solely to the extent necessary to perform its obligations or enforce its rights under this Terms of Use.

7. Personal Data.

7.1. User shall comply with all applicable laws and regulations in its provision, use of or access to the Services

7.2. User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and copyright of all User Data.

7.3. User acknowledges and agrees that User Data may be processed by AMW, its affiliates and subcontractors outside the US or the EU including as listed and found at the Aidodys DPA: https://contentsquare.com/privacy-center/aidodys-dpa/, in support of the Services. AMW shall remain responsible for the performance by such subcontractors, and their compliance with all obligations under these Terms of Use.

7.4. AMW follows globally recognized data protection principles and industry- leading standards for the security of personal data. 7.5 User hereby agrees that in case no separate Data Processing Agreement has been signed by the parties, any processing of information performed by AMW on User’s behalf in connection with the Services shall be governed by the terms and conditions of the current Data Processing Agreement set forth in https://contentsquare.com/privacy-center/aidodys-dpa/. 

7.5 User acknowledges and agrees that it is User’s responsibility to ensure that User’s use of the Services complies with all data protection laws applicable to User. Customer warrants it has a valid lawful basis to collect and enable the processing of User Data pursuant to these Terms of Use. User shall not commit any act or omit to act in a way which places or is likely to place AMW in breach of any data protection laws or any other applicable laws or regulations.

8. Warranties. EXCEPT AS PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY LAW, AMW EXPRESSLY MAKES NO OTHER WARRANTIES, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, OR DOCUMENTATION THEREOF, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, AMW DOES NOT WARRANTY THAT THE SERVICES, OR DOCUMENTATION WILL MEET USER NEEDS, BE ERROR FREE, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COMPLETENESS OR PERFORMANCE.

9. Indemnification and Limitation of Liability:

9.1. AMW shall, subject to the remainder of this Section ‎9, defend or at its option settle, any claim or suit against User on the basis of infringement of any third party’s Intellectual Property Rights by the Service (hereafter “Claim” ); and (ii) hold User indemnify and harmless against any damages, costs, and reasonable attorneys’ fees, if any, finally awarded against User in connection with such Claim, provided that: (a) AMW is given prompt notice of any such Claim specifying the nature of the Claim in reasonable detail; (b) User provides reasonable co-operation to AMW in the defense and settlement of such Claim; (c) AMW is given sole authority to defend or settle the Claim; and (d) except with AMW’s prior written permission, user makes no admission, Terms of Use or compromise in relation to the Claim or otherwise takes any action which would compromise AMW’s defense or settlement of the Claim.

9.2. In the defense or settlement of any Claim, AMW shall, at its sole discretion and expense : (i) procure for User the right to continue to use the Service in accordance with the terms of this Terms of Use; (ii) modify or replace the Service, provided that any such modification and/or replacement shall not materially adversely affect or reduce the functionalities offered by the Service, so as to avoid the infringement; or (iii) if AMW reasonably determines that none of the actions detailed in the above sub-sections (i) and (ii) of this Section ‎9.2 are commercially feasible, AMW may terminate these Terms of Use early.

9.3. Notwithstanding the foregoing, AMW shall not be liable for any infringement, where such infringement arises as a result of (i) any combination of services, software or other materials with the Service, to the extent the infringement relates to such combination, (ii) User’s use of the Service in a manner not permitted by these Terms of Use or the Documentation; or (iii) modification of the Service by anyone other than AMW or AMW’s sub-contractors.

9.4. This section 9 states the entire liability of AMW and the exclusive remedy of Customer with respect to any infringement or alleged infringement of any third party’s Intellectual Property Rights by the Service any part thereof.

9.5 Unless expressly prohibited by applicable law, User will defend and indemnify AMW, and pay all damages (including attorneys’ fees and costs) awarded against AMW, or that are agreed to in a settlement, to the extent a claim, demand, suit or proceeding is made or brought against AMW or its Affiliates by a third party (including those brought by a government entity) that: (i) alleges that the User Data infringes or misappropriates such third party’s patent, copyright, trademark or trade secret, or violates another right of a third party; or (ii) alleges that the User’s User Data or the use of the Service violates applicable law or regulation.

9.6 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL DAMAGES OR LOSS OF PROFITS OF ANY KIND, HOWEVER CAUSED, WHETHER IN ACTION OR IN CONTRACT OR TORT, ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR SERVICES TO BE PROVIDED UNDER THESE TERMS OF USE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. AMW’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THESE TERMS OF USE SHALL BE LIMITED TO THE HIGHER OF (I) FEES ACTUALLY PAID BY USER FOR THE SERVICES OR (II) ONE THOUSAND (USD $1,000) DOLLARS.

10. Term. The term shall commence upon the acceptance of the present Terms of Use and continue for a period of one (1) year (the “Term”). Either Party may terminate these Terms of Use immediately without liability to the other upon giving a written notice to the other Party. Upon expiration or termination of this Terms of Use: (i) all licenses granted hereunder shall terminate and User shall cease using Services hereunder. AMW may suspend the use of the Services by the User at any time at its sole and absolute discretion.

 11. Relationship of the Parties. These Terms of Use does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

12. Notices. All notices under these Terms of Use shall be sent by email to [email protected] Notices to AMW shall be addressed to the attention of its Chief Legal Officer. Either Party may change its address for notice by giving notice of such address change in the manner provided herein.

13. Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under these Terms of Use shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law.

14. Severability. If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Use shall remain in effect.

15. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. Notwithstanding the foregoing, AMW may assign these Terms of Use together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under these Terms of Use in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

16. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the France, without regard to its conflict of law provisions. Each Party consents to, and agrees that each Party is subject to, the exclusive jurisdiction of the Commercial Court of Paris, with respect to any actions relating to these Terms of Use, including in case of plurality of defendants or call for warranty.

17. Compliance. Parties agree to comply with applicable Data Protection and privacy laws and regulations worldwide including but not limited to state and federal law and regulations.

18. Entire Agreement. These Terms of Use, including all exhibits and addenda hereto, if any, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements and terms, proposals or representations, written or oral, including any other terms contained on AMW’s website, concerning the subject matter of these Terms of Use. No modification, amendment, or waiver of any provision of these Terms of Use by User shall be effective unless in writing and signed by AMW.

19. No Representation or Further Obligations. Each Party agrees that its execution of these Terms of Use does not obligate it to enter into any further agreements or to proceed with any possible relationship or transaction with the other Party. None of the Confidential Information disclosed hereunder will constitute any representation, warranty, assurance, guarantee, or inducement with respect to the accuracy or completeness of any Confidential Information.

20. Independent Development. Subject to compliance with the obligations of these Terms of Use, neither Party shall be restricted from directly or indirectly, on its own or by others on its behalf, or for itself or for the benefit of third parties (i) independently (i.e., without use of or reference to the Confidential Information) acquiring, licensing, developing, manufacturing or distributing any technology that is similar to any technology disclosed hereunder, or that performs the same or similar functionality, or (ii) discussing, reviewing or pursing business opportunities similar to those discussed by the parties pursuant to these Terms of Use.

21. Survival. The section of this Terms of Use which by their nature shall survive the expiration or termination of this Terms of Use.

22. Agreement update. AMW may and will update/amend these Terms of Use on a regular basis. It is User responsibility to check for such potential updates. User use of the Services shall be considered an acceptance of such amended Terms of Use.