Terms of Service

EFFECTIVE DATE: 2 February, 2021

These Terms of Service, along with Axiom Sales Kinetics’ Privacy Policy, which is incorporated by reference, constitute an agreement (“Agreement”) between Axiom Sales Kinetics, LLC (“us”, “we,” “our,” or “Axiom Sales Kinetics”) and you, a registering customer (“you,” “your,” “user”), regarding any and all services, applications (including the Applications), products, mobile applications and software (collectively, the “Services”) we make available to you.

PURPOSE OF AGREEMENT.  We make the Services available to you subject to the following Terms of Service (the “Terms”) and the Privacy Policy (“Privacy Policy”).  We may also offer other services under different terms of service.

DESCRIPTION OF SERVICE(S).  We will provide you with access to an array of contact management, task management, Customer Relationship Management (CRM), and Learning Management System (LMS) applications via the internet to manage and enhance internal and external business relationships (“Applications”). You may connect to the Services using any Internet browser.  You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.  You are responsible for any fees, data charges or surcharges that may be assessed by your individual mobile data carrier in connection with your use of the Services.

LIMITED LICENSE GRANT.  We grant to you a non-exclusive, non-assignable, non-transferable, non-sublicensable revocable and limited license (the “License”), for your personal use only for the term of the License, to access and use the Services and any user guides, specifications, and other related documentation available online (the “Documentation”), subject to the terms and conditions of this Agreement.  For the avoidance of doubt, the License is a single user license; You may not use the License for commercial use or share the License with any other user.  Your use of the License is conditioned upon your timely and full payment of all fees and charges for the use of the License in advance of your access to the Services.  The Term of the License shall be for a period of one (1) year. The annual subscription to licenses will automatically renew annually unless either party notifies the other in writing on non-renewal at least 30 days before the renewal date. 

MODIFICATION OF TERMS OF SERVICE.  We may update, amend, modify, or supplement the Terms at any time (“Updated Terms”). Updated Terms will be posted on our website; we will use reasonable efforts to notify you of any Updated Terms.  You will be provided the option to terminate your use of the Services if we update the Terms in a manner that substantially or adversely affects your rights regarding the use of the Services.  Your continued use of the Services after posting of the Updated Terms on our website will be deemed to be your acknowledgement of and consent to the Updated Terms.

CUSTOMER REGISTRATION OBLIGATIONS.  In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself (“Registration Data”), including but not limited to your contact information, when prompted to sign up for a user account (the “ASK Account”); and (ii) maintain and promptly update your Registration Data to keep it true, accurate, current and complete.  If you provide any Registration Data that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, outdated, or incomplete, we have the right to suspend or terminate your ASK Account and refuse current or future use of any of the Services.  You may not use another person’s account (regardless of whether the accountholder is an individual, entity, company, or other organization).  You are solely responsible for maintaining the confidentiality of your ASK Account and password and restricting access to your computer and/or mobile device.  You are responsible for all activities that occur under your ASK Account username or password. If you believe that your ASK Account is no longer secure, you agree to immediately notify us.  In such event, you may be liable for any losses we incur and any damages others incur because of any unauthorized use of your ASK Account.

PROHIBITED ACTS AND CUSTOMER RESPONSIBILITIES.  You are responsible for any use of your ASK Account (and any actions arising from such use) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data.  You are solely responsible for your interactions with other subscribers to the Services (“Subscribers”).  You will not use the Services in connection with any activity that violates a third-party’s rights or intellectual property.  We reserve the right, but have no obligation, to monitor disputes between other Subscribers and you.  We reserve the right to revoke the license granted to you if you violate these Terms in our sole discretion.  If we revoke your license, we may not provide you with a refund.  If you reside in a country embargoed by the United States, you agree that you will not engage in commercial activities or operate or develop an application in connection with using the Services.  If you reside outside of the United States, you agree and consent (a) to transmit your data, content, Registration Data, Contact Information, and Confidential Information (collectively, the foregoing is the “Personal Data”) to the United States, and (b) that your Personal Data will be stored in the United States.  You agree not to upload or use malicious code, malware, viruses, spyware, adware or bots in connection with Services.  You agree not to associate or link the Services with any website content, including any content that promotes or encourages: (i) racial, ethnic, gender, age, religious, political, or sexual orientation discrimination; (ii) investment or business opportunities or advice prohibited by law; (iii) the use of illegal substances or narcotics, gambling, or other criminal conduct; (iv) pirating software or media (v) hacking, spoofing, phishing or phreaking. You will not associate or link the Services with any website content that may be considered (i) obscene, profane, or pornographic; or (ii) defamatory, abusive or threatening based on the language, images or content used in such content.  You may not access the Services for purposes of monitoring the performance or functionality of the Services or any other competitive purposes. We will have no liability for your interactions with other Subscribers or for any other Subscriber’s action or inaction.

 

API TERMS.  You may access your data from the Services by using the ASK Application Program Interface (“API”).  These Terms apply to the API, including, without limitation, your use of the API via a third-party application. Without limiting the foregoing, you agree to the following terms regarding the use of the API:  YOU AGREE THAT ASK IS NOT LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER OR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, MISAPPROPRIATION OF DATA, BREACH OF DATA SECURITY, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR ANY OTHER LOSS ARISING FROM OR CAUSED BY YOUR USE OF THE API, EITHER DIRECTLY OR INDIRECTLY, VIA A THIRD-PARTY APPLICATION.  ASK MAY REVOKE YOUR LICENSE TO USE THE API AT ANY TIME, IN ITS DISCRETION, WITHOUT NOTICE; ASK MAY MODIFY OR DISCONTINUE THE AVAILABILITY OF THE API, IN WHOLE OR IN PART, TO YOU, WITHOUT NOTICE AT ANY TIME, IN ITS DISCRETION.  ASK MAY SUSPEND YOUR ACCOUNT, WITHOUT NOTICE, IF IT DETERMINES YOU ARE ABUSING THE API OR EXCESSIVELY USING THE API BANDWIDTH, WHICH ASK WILL DETERMINE IN ITS DISCRECTION.

 

PERSONAL INFORMATION AND PRIVACY.  Personal information, including Registration Data, you provide to us is governed by the Privacy Policy and applicable laws related to personal information.  You acknowledge and agree that we retain all Contact Information you provide. Your election to use the Services each time you log on to your ASK Account functions as your acceptance of the terms of the then-current Privacy Policy. You acknowledge and agree that you are responsible for maintaining the confidentiality of your username, password and all other sensitive, confidential or proprietary information related to or used in connection with your ASK Account.  You agree that you are responsible for all activities that occur in your ASK Account and you agree to notify us immediately of any unauthorized use of your ASK Account.  We are not responsible for any loss or damage you or any third-party incur because of any unauthorized access and/or use of your ASK Account or otherwise.  You represent and warrant to us that you own or have the necessary right, title and interest in and to the information that you will use in connection with your ASK Account and the manner in which you will use such information, including, but not limited to, all Contact Information.

 

COMMUNICATIONS FROM AXIOM SALES KINETICS.  The Services will include certain communications from us, including service announcements, administrative messages and e-newsletters.  You understand that these communications shall be considered as part of the Services. As part of our commitment to your privacy, you may choose to not receive certain promotional communications from us by updating your notification preferences in your ASK Account or email support@AxiomSalesKinetics.com to be removed.

 

TRIALS, FEES, PAYMENTS, AND TAXES.

 

Trials.  You may register for a free trial of the Services and we will make the Services available to you on a trial basis at no cost until the earlier of: (i) the end of the trial period; or (ii) your purchase of any Premium Services.  You may use the Services offered in the free trial without any obligation to purchase Premium Services.  You may cancel your ASK Account at any time during the trial period by following the steps described in more detail in paragraph “Canceling and Terminating ASK Services.”  If you do not purchase Premium Services or cancel the ASK Account by the end of the trial period, your ASK Account will be suspended and marked for deletion from our servers.  You may restore a suspended ASK Account within sixty (60) calendar days of the date it is suspended by purchasing Premium Services. If your ASK Account remains in suspended status for sixty (60) calendar days, all of your content and data, including but not limited to Contact Information, will be deleted from our servers. This information cannot be recovered once deleted.

 

Premium Services.  We reserve the right to assess fees or modify any fees we charge for access to the Services (or any portion thereof) at any time.  You may review our current pricing for Premium Services at the following link https://www.AxiomSalesKinetics.com/Shop. We will not charge you fees for the Services unless you have agreed to pay such fees.  If you purchase a premium ASK Account for a fee or add additional services that are not part of the ASK Account (“Premium Services”) and confirm the transaction, you agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for upgrades and changes) plus all related taxes, if applicable, as they become due; you authorize us to automatically charge you on a monthly or annual basis via recurring payment transaction.  Charges will be assessed to the payment form you provide to us at the time of Premium Service registration.  If you do not to pay any fees when due, we have the right to terminate all or any portion of the Services provided to you.  Our payment processor, which is an independent third-party, may store your payment information.

NO REFUNDS.  We do not provide refunds for any reason because we provide you with access to the Services regardless of whether you use the Services.  ALL SALES ARE FINAL. You acknowledge and agree that your obligation to pay any fees continues through the end of the applicable billing period during which you cancel your Premium Services.

Past Due.  If your ASK Account is past due because of your non-payment of fees, we will notify you in writing of your account’s past due status. If we do not receive payment within ten (10) calendar days after sending such notice, your access to your ASK Account will be restricted. If your ASK Account remains past due for a period of thirty (30) calendar days, your ASK Account will be suspended and will be marked for deletion from our servers. You may restore a suspended ASK Account within sixty (60) calendar days of its suspension by paying the past due balance on the ASK Account. If your ASK Account remains suspended for sixty (60) calendar days, your content and data, including, but not limited to, Contact Information, will be deleted from our servers. This information cannot be recovered once deleted.

 

Payment Disputes.  All payment disputes must be submitted in writing to us at billing@AxiomSalesKinetics.com within thirty (30) days of the occurrence of a disputed charge. YOU WAIVE ALL CLAIMS ARISING FROM PAYMENTS CHARGED TO YOUR ACCOUNT IF YOU DO NOT FILE A CLAIM WITH US IN WRITING WITHIN THIRTY (30) DAYS OF THE DISPUTED CHARGE.

 

CANCELING AND TERMINATING AXIOM SALES KINETICS SERVICES.  You are solely responsible for properly canceling your ASK Account with us.  You may not cancel your ASK Account or the Services by sending us a letter, contacting us by telephone, or sending us an email to any address other than the email address set forth in this Section.  You may only cancel your ASK Account and the Services by emailing your request to us as at the following email address:  clientsuccess@AxiomSalesKinetics.com.  Upon cancellation of your ASK Account, all of your content and data, including but not limited to your Contact Information, will be deleted from our servers. This information cannot be recovered once deleted.

 

RESTRICTION OF USE

In addition to all other terms and conditions, you shall not: (i) in any way license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Services; (ii) copy, distribute, or disclose the Services (or any portion thereof) in any medium; (iii) alter or modify the Services in any way without our prior written consent; (iv) reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Services, or interfere with, or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services; (v) take any action that imposes, or may impose, in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Services; (vii) impersonate another person or otherwise misrepresent your relationship to a person or entity, conduct fraud, hide or attempt to hide your identity, or misrepresent the source or content of information transmitted through the Services; (viii) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair our website or all or any portion of the Services; (ix) bypass the measures we may use to prevent or restrict access to the Services; (x) use any robot, spider, scraper, script, or other comparable automated technology to access the Services for any purpose without our express written permission; (xi) gain unauthorized access to the Services, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining; (xii) collect or harvest any personally identifiable information, including account names, from the Services without obtaining the prior written consent of the owner of such personally identifiable information; (xiii) use third-party links to sites without agreeing to their website terms and conditions; or (xiv) post links to third-party sites or use any logo or name that belongs to a third-party in connection with the Services without first obtaining the prior written permission of the third-party.  You agree to: (i) notify us immediately if there is any unauthorized use of your password or ASK Account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that you know or suspect violates these Terms or the intellectual property rights of third parties; and (iii) refrain from impersonating another Subscriber or providing a false identity to gain access to or use the Services.

 

SPAMMING AND ILLEGAL ACTIVITIES.  You agree that you are solely responsible for your content and the transmission of the content through the Services. You agree not to use the Services for illegal purposes or the transfer of material that is unlawful, harassing, libelous, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or objectionable, that contains viruses, or infringes or may infringe on the intellectual property or proprietary rights of another person.  You agree not to use the Services to transmit “junk mail”, “spam”, “chain letters” or other unsolicited mass distribution of email or other unauthorized or unsolicited activity. We reserve the right to terminate your access to the Services if we believe that you have used the Services for any illegal or unauthorized activity.

DATA OWNERSHIP.  You are the exclusive owner of the information in your ASK Account, including your contacts, tasks, events, messages in your ASK Account, items that you posted to social networks, any related content that you created or stored, any data that identifies you, and your Contact Information (the foregoing items are the “Confidential Information”).  We respect your exclusive ownership of the Confidential Information.  Unless you otherwise agree, your use of the Services does not grant us a license to use, reproduce, adapt, modify, publish or distribute the Confidential Information in your ASK Account for our commercial use.  You expressly grant us the right to use and analyze system activity data associated with your use of the Services for the purpose of optimizing, improving or enhancing the way the Services operate, and creating new features and functionality in connection with the Services.

SUBSCRIBER-GENERATED CONTENT.  You may transmit or publish any content that you create using the Services; however, you are solely responsible for such content and the consequences of its transmission or publication.  CONTENT THAT YOU RECEIVE FROM OTHER SUBSCRIBERS IS PROVIDED TO YOU AS-IS FOR YOUR INFORMATION AND PERSONAL USE ONLY; YOU AGREE NOT TO USE, COPY, REPRODUCE, DISTRIBUTE, TRANSMIT, BROADCAST, DISPLAY, SELL, LICENSE OR OTHERWISE USE SUCH CONTENT FOR ANY PURPOSE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PERSON WHO OWNS THE RIGHTS TO SUCH CONTENT.  While using the Services, you agree not to remove any copyright notice(s) or disable any copy protection feature(s) from any content that may be protected.  If you make copyrighted/copyrightable content available, you affirm that you have the consent, authorization or permission, as the case may be, from each person who has any rights to make such content available in such manner.  By making any content available, you authorize us to immediately block access to or remove such content if we receive complaints regarding the legality of the content or suggesting the content is infringing on the rights of third parties.  By transmitting or publishing any content using the Services, you expressly and irrevocably consent to our determination of all questions regarding the legality of the content and the infringement of third-party rights in the content; we will designate an agent for this purpose.

INTELLECTUAL PROPERTY RIGHTS.  Axiom Sales Kinetics, both the words and the mark, and our logos, are trademarks of ASK.  You agree not to display or use the ASK trademarks in any manner without our prior written consent.  You acknowledge and agree that we are and shall remain the exclusive owner of all right, title and interest in and to the Services, including without limitation all patent, copyright, trade secret, trademark and other intellectual property rights therein, including any optimizations, enhancements, modifications or additional features we add from time to time, whether in connection with your use or feedback or otherwise. Except for the right to use the Services strictly in accordance with these Terms, as amended or modified from time to time, we do not grant, convey or imply a license of any proprietary rights to you under these Terms.

 

CUSTOMER ACCESS.  By agreeing to these Terms, we will provide you with access to the Services on the terms and conditions outlined herein from time to time.  We reserve the right to deny your access to the Services from time to time so we can perform routine or emergency maintenance, bug fixes or upgrades, in which event, you authorize us to access your ASK Account. We shall use commercially reasonable efforts to notify you of anticipated material disruptions in the Service and shall make commercially reasonable efforts to schedule such activities at non-peak user hours. We are not responsible for outages or service degradations for any reason, including, without limitation, where you control, supply or operate the systems, programs, data, or processes that are contributing factors to the outage or service degradation.  Where the Services are Internet-based, you acknowledge and agree that we cannot control the flow of data between our servers, other portions of the Internet, and your connections and computer.  Data flow depends on the performance of Internet services provided or controlled by third parties.  At times, actions or inactions caused by these third parties can impair your connections to the Internet. Although we will use commercially reasonable efforts to take actions we deem appropriate to remedy and avoid such events, we cannot guarantee that such events will not occur.

DISCLAIMER OF WARRANTIES.  YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE PROVIDE THE SERVICES ON AN “AS-IS, AS-AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WE MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE.  WE MAKE NO WARRANTY RELATED TO OUTCOMES OF ANY KIND OR SERVICES PROVIDED BY THIRD PARTIES.  USE OF ANY MATERIALS THAT YOU DOWNLOAD OR OBTAIN USING THE SERVICES IS AT YOUR OWN RISK; YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE AND/OR DATA THAT RESULTS FROM YOUR USE OF THE SERVICES OR YOUR DOWNLOAD OF ANY MATERIALS.  OUR EMPLOYEES AND REPRESENTATIVES CANNOT CREATE ANY WARRANTY OTHER THAN THE WARRANTIES PROVIDED HEREIN BY PROVIDING ADVICE OR INFORMATION, EITHER WRITTEN OR ORAL, TO YOU.  YOU AGREE THAT WE ARE NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSSES ARISING FROM OR CAUSED BY YOUR USE OF (OR INABILITY TO USE) THE SERVICES EVEN IF YOU ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US RELATED TO THE SERVICES IS TO TERMINATE THE SERVICES.  OUR LIABILITY TO YOU, WHETHER DIRECT OR INDIRECT, SHALL NOT EXCEED THE FEES YOU ACTUALLY PAID TO US FOR THE SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM.  YOU AGREE THAT THE FOREGOING IS AN AGREED ALLOCATION OF RISK AND REFLECTS THE RIGHTS AND OBLIGATIONS AGREED BETWEEN US IN THESE TERMS.

INDEMNIFICATION.  You agree to indemnify and hold harmless ASK, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you used the Services in violation of another party’s rights, in violation of any law, in violation of any provisions of the Terms, or in connection with any other claim related to your use of the Services.

ARBITRATION.  Any controversy or claim arising out of or relating to the Terms shall be resolved through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and may not be appealed. The arbitration shall be conducted in Duval County, Florida and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, we may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

 

TERMINATION.  You agree that we may terminate your ASK Account and your access to the Services for reasons including, but not be limited to, breaches or violations of these Terms or the Privacy Policy, your request to terminate your ASK Account, discontinue or materially modify the Services, unexpected technical issues or problems, extended periods of inactivity, and/or requests by law enforcement or other government agencies, and for non-payment for Premium Services.  Termination of your ASK Account includes the elimination of access to the Services, deletion of your ASK Account, deletion of all of your content and data, including but not limited to your Contact Information, as permitted or required by law.

 

MISCELLANEOUS

 

Assignability.  You may not assign or transfer the Terms, in whole or in part, by operation of law or otherwise, or its rights or obligations hereunder without our prior written consent. Any attempt to assign or transfer the Terms, without our consent, will be null and of no effect. Subject to the foregoing, the Terms will bind and inure to the benefit of each party’s permitted successors and assigns.

Attorneys’ Fees.  In the event any party institutes a legal proceeding to enforce its rights hereunder and/or in regard to this Agreement, the legal fees and all costs of the proceeding shall be paid by the non-prevailing party to the prevailing party, whether in arbitration, at trial, or on appeal.

Captions and Headings. Titles, captions, and headings contained in the Terms are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of the Terms or the intent of any provision hereof.

Counterparts; Acceptance.  You agree that you will execute this Agreement electronically by clicking ACCEPT; we may execute the Agreement at any time and the Agreement will be effective as of the date you click ACCEPT.  We may retain and use an electronically imaged copy of this Agreement and that imaged copy shall be deemed and accepted by us as an original.  If the original or imaged copy of this Agreement that contains your electronic signature is not available, your acceptance of benefits pursuant to this Agreement shall be deemed evidence of its approval of its terms.

Entire Agreement.  These Terms, together with the License Agreement and the Privacy Policy, sets forth the entire agreement of the parties with respect to the rights and obligations of the parties with respect to the subject matter described herein and replaces and supersedes all prior and contemporaneous agreements by and among the parties with respect to the subject matter hereof.  Any prior understandings or representations preceding the date of these Terms will not be binding on the parties.

Force Majeure. Neither party will be responsible for any failure or delay in its performance under these Terms (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riots, Acts of God, pandemics, or viruses, or government shutdowns arising from, related to or connected with any of the foregoing.

 

Governing Law.  These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflicts of law provisions or rule (of either the State of Florida or any other jurisdiction).

Non-Waiver of Rights.  No course of dealing between us, no delay or failure by us to exercise or enforce our rights, and no failure to insist on strict performance of one or more provisions at any given time hereof shall (i) affect our right to require strict performance at a subsequent time, (ii) operate as a waiver of such provisions or of our rights to enforce each and every provision of the Terms in accordance with their terms, except to the extent expressly waived in writing, or (iii) affect the validity of these Terms.

 

Notices.  Any notice or other communication from us to you shall either be (a) posted on the Site, or (b) be in writing and shall be deemed to have been given when sent by electronic mail to the email address provided to us at the time you subscribed for the License; if you update your address, you will notify us.  For notices we give you by email, the date we send the notice will be the date are deemed to receive the notice.  Any notice or other communication from you to us shall be in writing, sent certified or registered mail, return receipt required, to 14333 Beach Boulevard, Suite 33, Jacksonville Beach, Florida 32250.

Rights and Remedies Cumulative.  The rights and remedies provided in this Agreement are cumulative and the use of any one right or remedy shall not preclude or waive any other right or remedy.

Rights of Setoff and Interest.  If you have unpaid obligations to us pursuant to these Terms or under a separate contract between us and you fail to make timely payment of those obligations or your obligations under these Terms, you agree that we can setoff any obligations we have to you against any amount we owe to you or deduct any amount we owe to you from any amount you owe to us. 

Severability.  If any provision in these Terms is held to be invalid, illegal, or unenforceable in any respect or the application of any provision is held to be invalid, illegal, or unenforceable as to any person, fact, circumstance or situation, such invalidity, illegality, or unenforceability shall not affect the remainder of such provision, any other provision hereof, or any permitted application.  These Terms shall be construed so as to be valid, legal, binding and enforceable to the fullest extent permitted by law, and as if these Terms had never contained any such invalid, illegal, or unenforceable provision.

Third Party Beneficiaries.  Except as otherwise provided herein, none of the provisions of these Terms shall be for the benefit of or enforceable by our creditors or your creditors.

Time.  If any date described in these Terms falls on a Saturday, Sunday or national holiday that date shall be automatically extended to the next day that is not a Saturday, Sunday or national holiday.

Venue and Jurisdiction.  The parties consent to exclusive jurisdiction and venue in the courts having jurisdiction over Duval County, Florida in connection with any action, suit, or other proceeding arising from, relating to, or in any way connected with these Terms.  The parties agree that they will not assert in any such action, suit, or proceeding that they are not personally subject to the jurisdiction of such court, that the action, suit, or proceeding is brought in an inconvenient forum, and/or that the venue of the action, suit, or proceeding is improper.

Waiver of Jury Trial.  THE PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT THAT ANY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTES ARISING FROM, RELATED TO, OR OTHERWISE CONNECTED WITH THIS AGREEMENT OR ANY OTHER AGREEMENTS EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ARISING FROM, RELATED TO, OR OTHERWISE CONNECTED WITH ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTION BY ANY PARTY IN CONNECTION WITH THE MAKING OF these Terms OR OTHERWISE.

ACCEPTANCE

BY CLICKING THE “ACCEPT” BUTTON OR CHECKING THE “ACCEPT” BOX OR OTHER MEANS PROVIDED FOR ACCEPTANCE YOU: (i) REPRESENT THAT YOU ARE AUTHORIZED TO ACCESS AND USE THE SERVICES; (ii) ACCEPT THESE TERMS OF SERVICE; AND (iii) AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK THE “ACCEPT” BOX OR OTHER MEANS PROVIDED FOR ACCEPTANCE AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SERVICE.  IF YOU DO NOT INTEND TO ACCEPT THESE TERMS, YOU MUST NOT CLICK ACCEPT OR ACCESS THE SERVICE.