TERMS OF USE
The following Terms of Use Agreement (the “Agreement”) govern your use of Acies Partners’ Decision Guru Online Service (the “Service”). You agree to the following terms and conditions by clicking the “I Accept” button displayed as part of the subscription process. If you enter into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such company or legal entity to these terms and conditions.
INTRODUCTION
Acies Partners' Decision Guru provides you with a variety of services and resources, including access, browser interface, data encryption, transmission and storage. Your access to, use, and registration for the Service are subject to these Terms of Use and any documents available on the Decision Guru website incorporated by reference herein, which include Acies Partners’ Privacy and Security Policies. In no event shall Acies Partners be liable for any damages caused by any delays, transmission problems, or other damages related to such limitations, delays, and other problems that are inherent in the use of the Internet and electronic communications. Acies Partners reserves the right to modify the terms and conditions of this Agreement and/or its policies at any time. You are responsible for regularly reviewing this Agreement. Any modifications are effective as of the date of posting. Your continued use of the Service after any modifications will constitute as your consent to such modifications.
PRIVACY AND SECURITY
The Privacy and Security Policies are incorporated herein by reference for all purposes and may be viewed at http://www.decisionguru.com. Acies Partners reserves the right to modify its Privacy and Security Policies in its reasonable discretion. You are responsible for maintaining confidentiality of passwords, user names and account information provided in connection with this Service. Acies Partners may contact users for marketing and other non-critical Service related communications. Users may opt out of being contacted or receiving such information at any time by sending a request to support@aciespartners.com. However, you agree once becoming a paying customer of the Service that Acies Partners may contact users for critical Service related communications necessary for quality control and comments related to our Service.
LICENSE GRANT & LIMITATIONS ON USE
Acies Partners hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own personal or business purposes, subject to the terms and conditions of this Agreement. Acies Partners reserves all rights not expressly granted to you. You may not access the Service if you are a direct competitor or for the purposes of monitoring its availability, performance, functionality or for any other benchmarking or competitive purposes except with Acies Partners’ prior written consent.
You shall not: (i) copy, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) commercially exploit the Service or the Content in any way; or (iv) create Internet “links” to the Service or “frame” or “mirror” any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. You agree not to reverse engineer the Service or the Content, or access the Service in order to (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the Service; or (iii) copy any ideas, features, functions or graphics of the Service.
You agree that when using the Service, you will not: (i) send spam, junk email, chain letters, or any duplicative or unsolicited messages; (ii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others; (iii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information; (iv) upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; (v) interfere with or disrupt the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks; or (vii) violate any applicable laws or regulations.
For group (corporate and partial corporate) licenses, Acies Partners reserves the right to audit and/or validate the users of the group license.
USERS ACCOUNTS
All users of the Service shall receive a password and an account. Users are entirely responsible for any and all activities that occur under their account whether authorized or not authorized. User agrees to notify Acies Partners of any unauthorized use of user’s account or any other breach of security known or should be known to the user. You agree not to impersonate another Acies Partners user or provide false identity information to gain access to or use the Service. If any copying or distribution of any content or service is known or suspected by you, you must report to Acies Partners immediately and use reasonable efforts to stop such activity.
ACCOUNT INFORMATION AND DATA
Acies Partners does not own any data, information or material that you submit to the Service, unless we specifically tell you otherwise before you submit it. Acies Partners will not monitor, edit, or disclose any information regarding you or your account without your prior permission except in accordance with this Agreement. You, not Acies Partners, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property and Acies Partners shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Acies Partners, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Customer Data within the Service, without notice, if you fail to comply with this Agreement, including, without limitation, your non-payment. Upon termination for cause, your right to use such Customer Data and Service immediately ceases. Acies Partners shall have no obligation to maintain any Customer Data stored in your account or to forward any Customer Data to you or any third party. However, Acies Partners will forward your Customer Data within 30 days of termination if you request so at the time of termination if your account is terminated for any reason other than by your breach of this Agreement. The cost of forwarding Customer Data must be paid in advance to Acies Partners by the Customer.
INTELLECTUAL PROPERTY OWNERSHIP
You have no right, title or interest in or to the Service or any Content and Acies Partners retain all proprietary right, title and interest, including all intellectual property rights, in and to the Service and Content, including, without limitation, any suggestions, ideas, enhancement requests, feedback, recommendation or other information provided by you or any other party relating to the Service. Acies Partners name, logo, products and services referenced herein are either trademarks or registered trademarks of Acies Partners or third parties, and no right or license is granted to use them. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, Content, Acies Partners Technology or the Intellectual Property Rights owned Acies Partners or third parties.
CHARGES AND PAYMENT OF FEES
You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Acies Partners reserves the right to modify and initiate new fees, charges, and billing terms at any time upon giving notice of at least 30 days to you, which may be provided by email. You are responsible for all fees and charges regardless of whether or not your use is active.
BILLING AND RENEWAL
Acies Partners will automatically renew and bill your credit card or issue an invoice to you on the subsequent anniversary of the Initial Term. The renewal charge shall be equal to the then current pricing schedule unless Acies Partners notifies you in advance to the contrary. You will have 60 days after the date that any renewal fee is posted to notify Acies Partners that you wish to cancel your account. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Acies Partners’ fees are exclusive of all taxes, levies, or duties imposed by taxing authorities and are you responsibility to ensure payment of such fees.
You must provide Acies Partners with valid credit card, billing, and contact information as a condition to signing up for the Service. You agree to update any changes to this information within 30 days of the change. If timely payment is not received or cannot be charged to your credit card for any reason, Acies Partners reserves the right to either suspend or terminate your access and use to the Service and terminate this Agreement. In addition, if any information provided by you is false or fraudulent, Acies Partners reserves the right to either suspend or terminate your access and use to the Service and terminate this Agreement in addition to any other legal remedies.
EXCESS DATA STORAGE FEES
The maximum disk storage space provided to you at no additional charge is 0.5 MB per User license. Acies Partners reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. Acies Partners will use reasonable efforts to notify you of any maximum disk storage space allocation, any encroachments of approximately 90% of the disk storage space allocation, and of any additional charges where a maximum disk storage space allocation is exceeded, including any such change to its general practices and limits relating to storage of Customer Data, including additional storage space charges. However, any failure by Acies Partners to so notify you of will not affect your responsibility for such additional storage charges.
TERMINATION UPON EXPIRATION/REDUCTION IN NUMBER OF LICENSES
This Agreement commences on the Effective Date you agree to use the Service by creating a Acies Partners account on the Service or otherwise. This Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Acies Partners’ then current and applicable fees and charges upon expiration of the Initial Term.
Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least 10 business days prior to the date of the invoice for the following term. In the case of free trials, notice of termination is provided through the Service indicating the remaining number of days in the free trial. In the event this Agreement is terminated (other than by reason of your breach), Acies Partners will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Acies Partners has no obligation to retain the Customer Data, and may delete such Customer Data irretrievably, more than 30 days after termination.
TERMINATION FOR CAUSE
Any unauthorized use of the Acies Partners site or Service will be deemed a material breach of this Agreement. Acies Partners, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You will still be liable for payment of any amounts due or other obligations incurred before this Agreement ends, and if you use the site after it ends, that use will be your new agreement to the Terms. If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by sending a communication to any address (email or otherwise) that we have for you in our records. You agree that Acies Partners has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement and such breach has not been cured within 30 days of notice of such breach. We may suspend or block your access to the site or Service whenever it appears to Acies Partners that you might be breaching this Agreement or otherwise about to cause harm or damage to us or others.
REPRESENTATIONS AND WARRANTIES
Acies Partners and you represent and warrant that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information for any reason including to gain access to the Service. Acies Partners represents and warrants that it will provide the Service in a manner consistent with general industry standards and that the Service will perform substantially in accordance with Acies Partners policies under normal use and circumstances.
DISCLAIMER OF WARRANTIES
ACIES PARTNERS MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SERVICE OR ANY CONTENT. ACIES PARTNERS EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ACIES PARTNERS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, QUALITY, AVAILABILITY OR OTHERWISE REGARDING THE SERVICE OR ANY CONTENT.
LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, OR ANY OTHER DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE SERVICE, ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE, ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSION, OR OTHER INACCURACIES IN THE WEBSITE OR SERVICE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATE, OR ANY OTHER MATTER RELATING TO THE WEBSITE OR SERVICE. IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION
To the extent authorized by the Constitution and laws of the State of Connecticut, you shall indemnify and hold Acies Partners and its affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, damages, liabilities, costs, and expenses (including attorneys’ fees and costs) incurred by Acies Partners which directly or indirectly result from, or arise in connection with, a claim arising from your breach of this Agreement or a claim arising from the use of the Customer Data that infringes upon the rights of, or has caused harm, a third party, provided that in any such case that Acies Partners gives prompt notice of the claims to you, gives you sole control of the defense and settlement of the claim provided that you may not settle or defend any claim unless you unconditionally release Acies Partners of all liability and such settlement does not affect Acies Partners’ business or Service, provides to you all available information and assistance, and has not compromised or settled such claim.
To the extent authorized by the Constitution and laws of the State of Connecticut, Acies Partners shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, damages, liabilities, costs, and expenses incurred which directly or indirectly result from, or arise in connection with, a claim arising from our Service or any combination of the Service with any of your products, service, hardware or business process that may infringe upon a U.S. copyright, U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that (a) your use is in accordance with this Agreement; (b) prompt written notice of the claim is given to Acies Partners; (c) you give Acies Partners sole control of the defense and settlement of the claim provided that Acies Partners may not settle or defend any claims unless it unconditionally releases you of all liability; (d) you provide Acies Partners all available information and assistance; and (e) you have not compromised or settled such claim.
APPLICABLE LAW
This site is controlled by us from our offices within the United States of America and is directed to U.S. users. If you choose to access this site from locations outside the U.S., you do so at your own risk and are responsible for compliance with applicable local laws. If you use the Service from outside the U.S., you are solely responsible for compliance with all applicable laws. You may not use or export anything from the site in violation of U.S. export laws and regulations or this Agreement.
You agree that the Agreement, all performances and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the Service or Site, shall be governed by the laws of the State of Connecticut, U.S.A. and controlling U.S. federal law without regard to its conflict of law provisions and without regard to where performance is made. You agree that any disputes shall be heard exclusively in the appropriate forum in Connecticut.
The failure of Acies Partners to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Acies Partners in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Acies Partners and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
ASSIGNMENT
This Agreement may not be assigned by you without the prior written approval of Acies Partners but may be assigned without your consent by Acies Partners to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Acies Partners directly or indirectly owning or controlling 50% or more of you shall entitle Acies Partners to terminate this Agreement for cause immediately upon written notice.
NOTICE
Acies Partners may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Acies Partners’ account information, or by written communication sent by first class mail or pre-paid post to your address on record in Acies Partners’ account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Acies Partners (such notice shall be deemed given when received by Acies Partners) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Acies Partners at the following address: Acies Partners, LLC, 31 Brian Woods, Avon, CT 06001.
DEFINITIONS
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the Acies Partners' Decision Guru website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Acies Partners from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Acies Partners" means collectively Acies Partners, LLC, having its mailing address at 31 Brian Woods, Avon, CT 06001; "Acies Partners Technology" means all of Acies Partners' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Acies Partners in providing the Service; "Service(s)" means the specific edition of Acies Partners' online applications identified during the ordering process, developed, operated, and maintained by Acies Partners, accessible via http://www.decisionguru.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Acies Partners, to which you are being granted access under this Agreement; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Acies Partners at your request).
QUESTIONS OR ADDITIONAL INFORMATION
If you have any questions regarding this Agreement or wish to obtain additional information, please send an email to info@aciespartners.com.
