PLEASE READ THESE TERMS OF SERVICE (“TERMS”)CAREFULLY. These Terms of Service (“Terms”) apply to your personal use of the online service you are currently using and the technology supporting the service (collectively the “Services”).SekureID Solutions Corp. dba Alocity (“Alocity”) makes theServices available to you (sometimes referred to as “your” or“user”) in exchange for your agreement with all the terms and conditions below.
PLEASE READ THESE TERMS CAREFULLY. These Terms area binding legal document between you and Alocity , together with any of its affiliates or subsidiaries. Do not access or use theServices if you do not agree to these Terms. Alocity may revise and update these Terms from time to time without prior notice to you and will post the updated Terms to the Services. ANY CHANGES TO THESE TERMS WILL APPLY IMMEDIATELY UPON POSTING. Your continued use of theServices after updated Terms are posted to the Services constitutes your acceptance to be bound by any changes. You and Alocity are referred to herein individually as a “Party”and jointly as the “Parties.”
Alocity grants you a limited, revocable, non-transferable, and non-exclusive right to access and use the Services for your
personal use only. Alocity may terminate, in our sole discretion, your right to use the Services if you use the Services in excess of this limited right. Alocity does not guarantee the accuracy of the Services. Alocity retains the right to revoke this right or disable or deny access to the Services to any user for any reason.
Access to and use of password protected or secure area of the Services is restricted to authorized users only. Unauthorized access or attempted access to such areas is prohibited and may lead to criminal prosecution.
Alocity strives to post accurate and up-to-date information, content, applications, and materials on the Services (“Alocity Content”). Alocity grants you a limited, revocable, non-transferable right to use Alocity Content for your personal use only. Alocity Content is either (1) authored or produced by Alocity, or (2) licensed from outside sources. Alocity does not guarantee the accuracy of Alocity Content. Alocity retains all ownerships rights, control, or licenses to Alocity Content. Except as expressly permitted by these Terms, you and any other individual(s) are expressly prohibited from reproducing, duplicating, copying, publishing, selling or otherwise exploiting Alocity Content. Alocity may terminate, in its sole discretion, your right to access or use Alocity Content for any reason Alocity deems appropriate.
3.1 Title to Technology.
As between you and Alocity , any and all patent rights, copyrights, trade secrets, trade names, service marks, trademarks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force (“Intellectual Property Rights”) pertaining to Alocity or the Services in whole or in part, shall be, vest with and remain the exclusive property of Alocity and its third party licensors. Nothing in these Terms is meant to give you any Intellectual Property Rights in or to the Services.
3.2 Suggestions.
Alocity shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or your affiliates users relating to the Services in any manner.
3.3 Trademarks.
“Alocity ,” the Alocity logo all Alocity software and product names, are trademarks or service marks of Alocity or its affiliates (collectively, the “Marks”). No right or license to use the Marks is granted under these Terms, except that you shall have the limited right to use the Marks solely as they appear in the Services. You shall not use the Marks in advertising or promotional material nor shall you disclose Alocity as a service provider to any third party, except for such disclosures required by federal, state or local government regulations, or as otherwise may be approved in advance and in writing by Alocity . You shall not remove, alter or obscure any Marks or proprietary notices contained in the Services or other materials provided by Alocity
3.4 Your Content.
To improve your overall experience with theServices, you may submit content to Alocity by submitting messages or questions to the “ChatBot.” When you submit content to Alocity , excluding any information or data you make available for the provision of the Services, you provide Alocity and its affiliates and services providers an unrestricted, perpetual, worldwide license to use your content in any manner. Alocity may translate, adapt, communicate, publish, publicly perform, publicly display, transmit and distribute your content. You warrant and represent you have the necessary rights to grant Alocity and our service providers a license to your content. This license continue seven if you stop using the Services.
You shall not use the Services for purposes other than as set forthin these Terms. In furtherance thereof, you will not (i) resell theServices or any data received in connection therewith or otherwise disclose, disseminate, reproduce or publish any portion of the Services in any manner or permit the same; (ii) use theServices to create derivative products or other derivative works;(iii) modify, translate, alter, disassemble, decompile, manipulate or reverse engineer any portion of the Services; (iv) except any authorized users, permit any third party to access or use theServices; (v) create Internet “links” to or from the Services, or“frame” or “mirror” any content forming part of the Services, other than on its internal intranets or otherwise for its own internal business purposes; (vi) send spam or other duplicative or unsolicited messages in violation of applicable laws; (vii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; (viii) send through, store in or otherwise introduce to the Services, through its use or otherwise, a computer virus or other malicious code; (ix) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (x) attempt to gain unauthorized access to the Services or its related systems or networks.
You, your affiliates, or your authorized users shall use theServices in compliance with all applicable laws, statutes, ordinances, and regulations. You shall obtain any necessary licenses, certificates, permits, approvals or other authorizations required by all laws, statutes, ordinances and regulations applicable to your use of the Services.
To maintain the security and privacy of the Services, Alocity may, in its sole discretion, suspend or terminate, in whole or in part, your access to the Services if you violate these Terms. Alocity will not be liable to you or any other individual for the suspension or termination of your access to the Services.
TO THE MAXIMUM EXTENT ALLOWED BY LAW AND EXCEPT AS UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THESE TERMS, Alocity MAKES NO PROMISES ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,ANY WARRANTIES 80855369.1 OF FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO Alocity ), MERCHANTABILITY, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Alocity DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERRORS OR OMISSIONS OR THAT ALL DEFECTS SHALL BE CORRECTED, OR WILL BE AVAILABLE 24 HOURS PER DAY, 7DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN, OR THE UNAVAILABILITY OF, THE SERVICES, WHETHER SUCH ERRORS OR OMISSIONS OR UNAVAILABILITY RESULT FROM NEGLIGENCE, ACCIDENT,OR OTHER CAUSE. Alocity MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OFTHE USE OF THE SERVICES FOR ANY SPECIFIC PURPOSES. Alocity DOES NOT WARRANT THAT THE SERVICES SHALL MEET YOUR EXPECTATIONS OR REQUIREMENTS. WHILE THE MANUFACTURERS OR LICENSORS OF PRODUCTS MAY PROVIDE CERTAIN WARRANTIES AND OTHER TERMS AND CONDITIONS WITH RESPECT TO THE PRODUCTS, Alocity MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING PRODUCTS MANUFACTURED BY THIRD PARTIES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Alocity ANDITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS,OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES, AND SUCCESS ORSIN- INTEREST (A) ARE NOT LIABLE TO YOUFOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES,INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER ARISING(INCLUDING NEGLIGENCE), AND (B) WILL IN NO EVENT BE LIABLE TO YOU FOR ANY CLAIMS ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES IN ANY AMOUNT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.
You shall indemnify, defend and hold Alocity harmless from and against all claims, losses, liabilities, damages, costs and
expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against
Alocity by a third party arising out of or related to your, your affiliates, or your users’ (i) use or misuse of the Services; (ii)
provision of or Alocity ’s use of any data; (iii) breach of theseTerms; (iv) violation of any law or the rights of any third party; and (v) negligence or willful misconduct.
We are not responsible for the practices employed by any non-Alocity operated website or service linked to or from the Services, including the information or content contained therein. A link to a third party’s website should not be construed as an endorsement.We encourage you to investigate and ask questions before disclosing Personal Information to third parties.
12.1 Notices
All notices required under these Terms shall be sent through theServices.
12.2 Assignment
Customer shall not assign or transfer these Terms or any rights or obligations under these Terms without Alocity ’s prior written consent. A change in control constitutes an assignment under these Terms.
12.3 Sever ability
If any provision, or part thereof, of these Terms become or are declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from these Terms. The validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired.
12.4 No Waiver
Any waiver is only valid to the extent expressly set forth in writing.
12.5 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles of conflicts of law. Any litigation arising out of theseTerms shall be brought by either Party in a court of competent jurisdiction located in Broward County, Florida, and each Party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum.Each Party hereby expressly and irrevocably waives the right to a jury trial. The prevailing party shall be awarded its reasonable attorneys’ fees and costs in any proceeding arising out of or related to these Terms.
12.6 No Third Party Beneficiaries
Alocity and Customer agree that these Terms, including all terms incorporated by reference, are for the benefit of the entities executing such document(s) and are not intended to confer any rights or benefits on any third party, including any employee or client of either entity executing such document(s), and that there are no third party beneficiaries as to these Terms or any part or specific provision of these Terms.
12.7 Survival
The following sections shall survive the expiration or termination of these Terms: §3 Proprietary Rights; §6 Termination; §7Disclaimer of Warranties; §8 Limitation of Liability; §9 Indemnity; and §12 Miscellaneous, and any other sections which, by their very nature, are intended to survive the expiration or termination of these Terms.
Version 1.0 11/1/22