Terms of Service
Effective: April 09th , 2018
Thanks for your interest in ACVITS, a product from OOAC LLC (OOAC). These Terms of Service (the “Terms of Service” and/or “Terms”) contain the legal terms and conditions that govern your use of ACVITS software and documentation, Forums and Content (all as defined as and collectively, the “Services”) except the open source software used in the development, MongoDB, Node.js, Angular.js and enterprise.js. Please review these Terms of Service carefully before using the Services.
If you have entered into a separate paid agreement with us for specific services, then the terms of that agreement controls if it conflicts with these terms.
You represent that (1) you have read, understand, and agree to be bound by the Terms of Service, (2) you are of legal age to form a binding contract with OOAC LLC, and (3) you have the authority to enter into the Terms of Service personally or on behalf of the company or other organization you have named as the user, and to bind that entity to these Terms of Service.
In the event you are agreeing to these Terms of Service on behalf of a company or organization, “you” and “your” will refer to the entity you are representing.
- OOAC LLC may modify these terms. OOAC LLC may update these Terms from time to time. The most current version of these Terms will be posted at OOAC website (WebSite). When changes are made, OOAC LLC will make a new copy of the Terms available at the WebSite. We will also update the “Last Updated” date at the top of the Terms of Service. Any changes to the Terms will be effective immediately for new users of the OOAC LLC service and, for all other users, any changes to the Terms will be effective thirty (30) days after posting notice of such changes on the WebSite, or within or through the affected Service on the WebSite, as applicable. If we determine in our sole discretion that an update is material, we will notify you through the Service and/or by email to the email address associated with the administrator (defined below) for your account. We may also inform you of updates to the Terms in our blogs. We may require you to provide consent to the updated Terms in a specified manner before further use of the OOAC LLC properties is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the ACVITS application. Otherwise, your continued use of ACVITS application constitutes your acceptance of such change(s). Please check the WebSite regularly to view our then-current Terms.
- Your Account. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by our registration form (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the OOAC’s Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree not to create an account using a false identity or information. You agree not to create an account or use the OOAC’s Properties if you have been previously removed by OOAC, or if you have been previously banned from any of the OOAC software license. It is your responsibility to safeguard the login and password that you use to access the Services and the Forums, and you agree not to share your login and password with any third party, including not sharing your login amongst two or more users. You are responsible for any activity originating from your account, regardless of whether such activity is authorized by you. You should notify OOAC immediately of any unauthorized use of your account.
- Use of ACVITS application. Subject to compliance with these Terms of Service, OOAC grants to you a limited, non-exclusive, nontransferable, non-sublicensable right to: (i) access and use ACVITS for your internal business purposes; (ii) use the Documentation in support of such access and use of ACVITS application; and (iii) reproduce portions of the ACVITS application for the sole purpose of using internally within your organization.
ACVITS application is for your internal business purposes. Unless otherwise specified by OOAC in a separate license, your right to use any OOAC product is subject to the Terms.
Amazon machine image (AMI) License. Use of any of our AMI software and associated documentation that is made available via the Amazon marketplace or the services is governed by the terms of the license agreement that accompanies or is included with the AMI, or by the license agreement expressly stated on the WebSite page(s) accompanying the ACVITS application.
These license terms may be posted with the AMI downloads or at the Amazon marketplace where the AMI can be accessed. You will not use, download or install any AMI that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will OOAC provide you with any tangible copy of an AMI. OOAC shall deliver access to the AMI via electronic transfer or download and shall not use or deliver any tangible media in connection with the (i) delivery, installation, updating or problem resolution of any AMI (including any new releases); or (b) delivery, correction or updating of documentation. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the AMI is prohibited, including any copying or redistribution of the AMI to any other server or location, or redistribution or use as Software as a service (SaaS) model. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that AMI (except as provided in the following sentence). If the AMI is a pre-release or beta version, then, except for anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the AMI for any commercial purposes.
If no license agreement accompanies use of the AMI, use of the AMI will be governed by the Terms. Subject to your compliance with the Terms, OOAC grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Agents for the sole purpose of enabling you to use the Services in the manner permitted by the Terms.
Updates. You understand that the ACVITS application is evolving. As a result, OOAC may require you to accept updates to the ACVITS application that you have installed on your computer or mobile device. You acknowledge and agree that OOAC may update the ACVITS application with or without notifying you. You may need to update third-party software from time to time to use the ACVITS application.
Free Trials and Other Promotions. Any free trial or other promotion that provides you with free access must be used within the specified time of the trial. At the end of the trial period, your use of that commercial service will expire, and any further use of such commercial service is prohibited unless you pay the applicable fees.
- Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions:
You may not (i) copy, modify, host, sublicense or resell the Services; (ii) frame or utilize framing techniques to enclose any trademark, logo, or other OOAC’s digital assets (including images, text, page layout or form); (iii) use metatags or other “hidden text” using OOAC’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the OOAC’s software except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the WebSite (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the WebSite for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; (vi) access the OOAC’s software in order to build a similar or competitive website, application or services; (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the OOAC’s software; (viii) access or attempt the access the Services by any means other than what OOAC provides or expressly allows; (ix) modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, ACVITS, or any other OOAC’s service; (x) reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services, without the express written permission by OOAC; (xi) transmit any worms or viruses or any code of a destructive nature; or circumvent any use restrictions put into place to prevent certain uses of the Services; (xii) violate any intellectual property right of any third party or behave in a manner that is unlawful, or otherwise in violation of our Community Guidelines; (xiii) misrepresent your affiliation with a person or entity; (xiv) attempt to disable, impair, or destroy the Services or disrupt or inhibit any other user from using the Services; (xv) market or advertise through the Services; (xvi) use any data mining or similar data gathering and extraction methods in connection with the Services; or (xvii) use the ACVITS application to violate any applicable law.
- Availability of the Services. Information describing the Services is accessible worldwide but this does not mean the Services or certain portions of the Services are available in your country. We may restrict access to portions of the Services in certain countries. It is your responsibility to make sure your use of the Services is legal in the country where you reside. The Services may not be available in all languages. If at OOAC’s reasonable determination, you are using the ACVITS application in a manner that violates laws, creates an excessive burden or potential adverse impact on OOAC’s systems, in addition to any of its other rights or remedies, OOAC may, without liability to OOAC, immediately suspend your access to ACVITS application.
- Your Data. Use of the Services may depend on your transmission of certain data (your “Data”). You retain all rights and ownership in your Data. We do not claim any ownership rights in your Data. You represent and warrant that you have the necessary rights and licenses required to provide your Data to OOAC in connection with your use of the Services and that by providing your Data in this manner, you will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws.
User Option to Encrypt. OOAC provides you with the option to encrypt the transmission of your Data. You acknowledge that it is your responsibility to encrypt the transmission of your Data should you wish to protect it. In the event you decide not to utilize encryption and transmit your Data unencrypted over a network, you assume all related risks for doing so. OOAC will not be liable for any liabilities arising from your use of the Services (including your transmission of Data) over the internet or other network.
- OOAC Stores Your Data in the United States. OOAC provides the Service from the United States. By using and accessing the Service, you understand and agree to the storage and processing of your Data and any other information you choose to provide in the United States. OOAC reserves the right to store and process your Data and any other information you choose to provide outside of the United States and will endeavor to give you 30 days’ notice in the event of such a change.
- OOAC’s Proprietary Rights. Except with respect to your Data and your User Content (defined below), you agree that OOAC and our suppliers own all rights, title and interest in the ACVITS application software.
- Your Feedback. We appreciate your ideas, comments, suggestions, documents and/or proposals (“Feedback”). You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant OOAC a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback.
- ACVITS Forums. Your ACVITS account may provide access to the ACVITS Community Forums. By accessing the Forums, you acknowledge that you are solely liable and responsible for how you use the Forums, as well as any damages that may result from the disclosure of your User Content. You also acknowledge that it is possible that you will be exposed to User Content from others that you may consider offensive, indecent, or otherwise objectionable. Views expressed on the Forums do not necessarily reflect OOAC’s views. OOAC does not endorse User Content posted by you or others. Certain User Content from others may be incorrectly labeled, rated, or categorized.
- Unless expressly agreed by OOAC in writing elsewhere, we have no obligation to store any of your User Content that you upload, post, email, transmit or otherwise make available on or through the OOAC systems. We have no responsibility or liability for the deletion or accuracy of any User Content, including the failure to store, transmit or receive transmission of your User Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the ACVITS application.
- Commercial Services. OOAC offers several types of paid Services subject to Payment Terms (“Commercial Services”). Any information provided by OOAC regarding potential future products, features, or functionality is intended to outline our general product direction and should not be relied upon by you in making a purchasing decision. Any information shared with you regarding potential future products is not a commitment, promise, or legal obligation to deliver any material, code, or functionality. The development, release, and timing of any future features or functionality described for our products remains at OOAC’s sole discretion and may be altered or withdrawn at any time without notice.
- Technical support is only provided to users of Commercial Services based on your specific purchased Service. If you are using ACVITS application as a trial, OOAC provides support by email and related documentation (“Documentation”).
- Account Administrators. You may specify end users as “Administrators” through the administrative console of the Services. Administrators may have the ability to access, disclose, restrict or remove Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts for their end users. OOAC’s responsibilities do not extend to your internal management or administration of the Services. You are responsible for: (i) maintaining the confidentiality of passwords of your account and any Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators’ use of the Services complies with this Agreement.
- You agree to indemnify and hold OOAC, affiliates, employees, resellers and other partners from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Data, or the use thereof, including but not limited to allegations that any processing of your Data by OOAC and/or you under this Agreement violates any applicable law or regulation, or infringes the privacy or intellectual property rights of a third party, your User Content, your use of the ACVITS application, your violation of these terms, or your violation of any law.
- OOAC LLC represents and warrants that the Software included in a ACVITS Amazon Machine Image (AMI) will perform substantially in accordance with the Documentation. Your exclusive remedy for OOAC’s breach of warranty is to terminate any affected Subscription and receive a refund of any prepaid fees for an unused portion of your Subscription. Except as set forth in this Section, we provide Subscriptions, and any Services and Software included in your Subscription, on an “AS-IS” basis. To the fullest extent not prohibited by law, OOAC disclaims and this Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose.
- OOAC’s Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OOAC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT OOAC HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. OOAC’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE WEBSITE, AMI AND THE FORUMS WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU PAID TO OOAC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OOAC AND YOU. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
- ANY CLAIM OR DISPUTE BETWEEN YOU AND OOAC LLC OR AGAINST ANY AGENT, EMPLOYEE, SUCCESSOR OR ASSIGNEE OF OOAC LLC, WHETHER RELATED TO THIS AGREEMENT OR OTHERWISE, AND ANY CLAIM OR DISPUTE RELATED TOTHIS AGREEMENT OR THE RELATIONSHIP OR DUTIES CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING THE VALIDITY OF THIS ARBITRATION CLAUSE, SHALL BE RESOLVED BY BINDING ARBITRATION BY THE NATIONAL ARBITRATION FORUM TO BE HELD IN RICHMOND, VIRGINIA UNDER ITS CODE OF PROCEDURE THEN IN EFFEC Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.
- We may suspend or terminate your use of the ACVITS application if you are not complying with these Terms, or if you use the Services in any way that could cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance. If you want to terminate the Services at any time, you may do so by (a) notifying OOAC by sending an email to email@example.com and (b) closing your account for the Services that you use.
- Electronic Communications The communications between you and OOAC use electronic means, whether you visit the ACVITS application or send us e-mails, or whether we post notices on the ACVITS application or communicate with you via e-mail. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Your consent in this section does not affect your statutory rights.
- Where OOAC requires that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us at the following address: OOAC LLC. 100 Arbor Oak Dr., Suite 200, Ashland, VA 23005.
- Export Control. You may not use, export, import or transfer the ACVITS application except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the ACVITS application and any other applicable laws. In particular, but without limitation, the ACVITS application may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone of the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the ACVITS application, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the ACVITS application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by OOAC are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the OOAC application, or any portion thereof, either directly or indirectly, to any country in violation of such laws and regulations.
- Government Use. If you are a U.S. government entity, you acknowledge that any Services provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
- Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the law of the State of Virginia, without giving effect to any principles that provide for the application of the law of another jurisdiction.
- General Terms. These Terms constitute the entire and exclusive agreement between OOAC and you with respect to the Services and supersede and replace any other agreements, terms and conditions applicable to the Services. Purchase orders placed by you shall be for the sole purpose of specifying the Commercial Services that you wish to purchase. Any other terms stated in any purchase order delivered to OOAC by you, other than pursuant to an Order Form supplied by OOAC, shall have no effect. These Terms create no third party beneficiary rights. OOAC’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but OOAC may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. You and OOAC are not legal partners or agents; but rather we have an independent contractor relationship. OOAC will not be responsible for any failure to perform or delay in performing any of its obligations under these Terms where and to the extent that such failure or delay results directly or indirectly from an event beyond OOAC’s reasonable control.