FURTHER, YOU AGREE TO THE USE OF ELECTRONIC DOCUMENTS FOR ALL TRANSACTIONS AND COMMUNICATIONS RELATED TO THIS AERIO SITE.
Any references to “User”, “You”, “Your”, or “Authorized User” refer to You or Your institution or business and all its related affiliates, agents, or employees who use this Aerio Site.
TERMS AND CONDITIONS
1. USER OBLIGATIONS. You must be 18 years of age or older to create an account or use this Aerio Site. You represent that You are at least the legal age of majority and will, at all times, provide true, accurate and complete information when submitting any information to the Aerio Site, including, without limitation, when You provide information during registration or on other forms. If You provide any false, inaccurate, or incomplete information, Aerio reserves the right to terminate Your access immediately to the Aerio Site. In addition, You agree to abide by all applicable local, state, national, and international laws and regulations with respect to Your use of the Aerio Site or to not use this Site if any applicable laws forbid its use. Without limiting the generality of the foregoing, You agree that You will not use nor disclose to any other party in a manner not permitted by this TOU any personally identifiable information, which You receive or which is made available from Aerio in connection with this TOU. In addition, You also acknowledge and agree that use of the internet and access to or transmissions or communications with the Aerio Site is solely at Your own risk. While Aerio has endeavored to create a secure and reliable Aerio Site, You should understand that the confidentiality of any communication or material transmitted to or from the Aerio Site over the Internet or other form of global communication network cannot be guaranteed. Aerio is not responsible for the security of any information transmitted to or from the Aerio Site. You agree to assume all responsibility concerning activities related to Your use of the Aerio Site.
2. USER NAME. Your account information is accessible through the use of a USERID and PASSWORD assigned and/or controlled by You. You are solely responsible for protecting Your USERID and PASSWORD and hereby agree to accept all responsibility for any activity that occurs under Your account with Your USERID and PASSWORD. In addition, should any of Your employees with access to this Site leave Your business/institution, You will be responsible for changing any PASSWORDS if You believe such a step is warranted. Aerio is not responsible for any liability arising from any unauthorized use of this service (including without limitation from Your business, institution or from Your failure to safeguard a PASSWORD from unauthorized use). Only one Authorized User can use one user name and password and, thus, one account. By using the Aerio Site, You agree to consider Your user name and password as confidential information and to keep Your user name and password confidential. You also agree not to use another Authorized User’s user name and password. You will immediately notify Aerio if You become aware of any loss or theft of Your password or any unauthorized use of Your user name and password. Aerio will not be liable for any loss or damage arising from Your failure to comply with these obligations. Aerio reserves the right to delete or change a user name or password at any time and for any reason with reasonable notice.
3. LICENSE GRANT. The Aerio Site is provided by Aerio, and this TOU provides to You a revocable, limited, non-exclusive, non-transferable license to use the Aerio Site conditioned on Your continued compliance with the terms and conditions of this TOU and this TOU permits You to use and access for business purposes only the Aerio Site. You may also download materials and information from the Aerio Site solely for Your internal business use, provided that all hard copies retain all copyright and other applicable notices contained in such materials and information.
4. RESTRICTIONS. This is for limited use only. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Aerio through the Aerio Site in any manner unless expressly permitted by this TOU. In addition, You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove, or alter any proprietary notices or labels. You may not: (i) reproduce or circumvent the navigational structure or presentation of the Aerio Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Aerio Site, (ii) attempt to gain unauthorized access to any portion or feature of the Aerio Site, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the Aerio Site or to any Aerio server or to any of the services offered on or through the Aerio Site, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Aerio Site or any network connected to the Aerio Site, nor breach the security or authentication measures on the Aerio Site or any network connected to the Aerio Site, (iv) reverse lookup, trace, or seek to trace any information on any other Authorized User of or visitor to the Aerio Site, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Aerio Site or Aerio’s systems or networks or any systems or networks connected to the Aerio Site, (vi) use any device, software to interfere with the proper working of the Aerio Site or any transaction conducted on the Aerio Site, or with any other person’s use of the Aerio Site, (vii) resell, or otherwise permit third parties to access and use the Aerio Site (or any part thereof) without Aerio’s prior written permission, or (viii) use the Aerio Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Aerio.
5. TERM AND TERMINATION. This TOU and Your right to use the Aerio Site will take effect at the moment You click “I AGREE TO THE TERMS OF SERVICE”, and access, or use the Aerio Site. In addition, Aerio reserves the right at any time if You violate any term or condition of this TOU, to deny Your access to the Aerio Site or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users. Termination will be effective without notice. You may also terminate this TOU at any time by ceasing to use the Aerio Site or inactivating Your Aerio account, but all applicable provisions of this TOU will survive termination. Upon termination, You must destroy all copies of any aspect of the Aerio Site in Your possession. The provisions concerning Aerio’s proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this TOU for any reason.
7. LIABILITY DISCLAIMER. THE INFORMATION, PRODUCTS, AND SERVICES PUBLISHED ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. AERIO AND/OR ITS SUPPLIERS OR AFFILIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. AERIO, ITS AFFILIATES AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IN NO EVENT SHALL AERIO, ITS AFFILIATES AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF AERIO, ITS AFFILIATES AND/OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS HAVE LIMITATIONS ON THE APPLICABILITY OF DISCLAIMERS OR DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF AERIO FOR ANY REASON WHATSOEVER RELATED TO USE OF THE AERIO SITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO AERIO IN CONNECTION WITH THE USE OF THIS AERIO SITE FOR THE PRIOR THREE MONTHS.
8. INDEMNITY. You agree to defend, indemnify, and hold harmless Aerio and its affiliates, employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by You of this TOU. You acknowledge that any breach, threatened or actual, of this TOU may cause irreparable injury to Aerio, such injury would not be quantifiable in monetary damages, and Aerio would not have an adequate remedy at law. You therefore agree that Aerio shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this TOU.
9. GOVERNING LAW. This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Tennessee, U.S.A. as applied to agreements entered into and completely performed in the State of Tennessee. You and Aerio each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in Middle Tennessee in the State of Tennessee for any disputes between us under or arising out of this TOU. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOU and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim You might have against Aerio must be brought within ONE (1) year after the cause of action arises, or such claim or cause of action is barred. You access the Aerio Site on Your own volition and are responsible for compliance with all applicable local laws with respect to Your access and use of the Aerio Site.
10. WAIVER, NO JOINT VENTURE, SEVERABILITY. Failure by Aerio to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by Aerio of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between You and Aerio as result of this TOU or Your utilization of the Aerio Site. Headings herein are for convenience only. This TOU shall be deemed to include all other notices, policies, disclaimers, and other terms contained in this Aerio Site; provided, however, that in the event of a conflict between such other terms and these Terms, the terms contained herein shall control.
11. PROPRIETARY RIGHTS. This TOU provides You with a limited license to access and use the Aerio Site. You expressly acknowledge and agree that Aerio transfers no ownership or intellectual property interest or title in and to the Aerio Site to You or anyone else. All metadata, text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, and arrangement of any content contained on or available through the Aerio Site, unless otherwise indicated, are owned, controlled, and licensed by Aerio, other third parties, or its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Aerio does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, Your unauthorized use of the Aerio Site may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that Aerio does enforce its intellectual property rights to the fullest extent of the law. Any downloadable or printable programs, directories, databases, information, or materials available through the Aerio Site and all copyrights, trade secrets, and know how related thereto, unless otherwise indicated, are owned by Aerio or other third parties. This Site, Aerio, the Aerio logo, and all other names, logos, and icons identifying Aerio and its programs, products, and services are proprietary trademarks of Aerio, and any use of such marks, including, without limitation, as domain names, without the express written permission of Aerio is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
12. THIRD PARTY PRODUCTS/SERVICES. Aerio, in its sole discretion, may post the advertisements of third parties on the Aerio Site and/or feature materials, programs, products, and services provided by third parties, including, without limitation, Aerio’s members. Aerio makes no representations with respect to the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third party materials, programs, products, and services or any other materials, programs, products, and services which such third party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Aerio Site are solely between You and such third party. Accordingly, Aerio expressly disclaims responsibility and liability for all third party provided materials, programs, products, and services contained on or accessed through the Aerio Site, and You agree that Aerio shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Aerio Site.
Payment processing services for the Aerio Site are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate the Aerio Site, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Aerio enabling payment processing services through Stripe, You agree to provide Aerio accurate and complete information about You and Your business, and You authorize Aerio to share it and transaction information related to Your use of the payment processing services provided by Stripe.
DRM offered for digital content is designed and maintained by, and are the property of third-party vendors. Your use of any third party DRM format is subject to the terms and conditions of any applicable license agreement for such DRM. Such third-party vendors may reserve the right to modify their respective DRM without prior notice. Aerio has no control over the functionality or effectiveness of such third party DRM and You hereby releases Aerio from any and all liability resulting from a failure of the third party DRM.
13. COPYRIGHT INFRINGEMENT NOTICE. If You believe that Your work has been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please follow our below Claims of Copyright Infringement Process and Requirements.
Claims of Copyright Infringement Process and Requirements:
In order to evaluate Your allegation, the following information is required:
Our Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
VitalSource Technologies Inc. dba Aerio
1246 Heil Quaker Blvd.
LaVergne, TN. 37086
ATTN: Copyright Agent
Please note that this procedure is exclusively for notifying us that Your copyrighted material has been infringed. For all other website questions, contact email@example.com with questions about content or functionality with this Aerio Site.
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