Article 1 - Your Subscription Account
If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You must immediately notify Alita Systems, Inc. of any unauthorized uses of your account or any other breaches of security. Alita Systems, Inc. will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. Specifically, you are responsible for the use, warranted or unwarranted, of your account to access your data whether that data is sensitive or otherwise.
Article 2 - Limitation of Liability
In no event will Alita Systems, Inc., or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Alita Systems, Inc. under this agreement during the one (1) month period prior to the cause of action. Alita Systems, Inc. shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
Article 3 - Responsibility of Contributors
If you operate an account, comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, trademark, patent, trade secret, or other intellectual property rights of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
By submitting Content to Alita Systems, Inc. for inclusion on your Website, you grant Alita Systems, Inc. a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your blog. If you delete Content, Alita Systems, Inc. will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Article 4 - Subscriptions, Renewals, & Services
Subscriptions and Services
By contracting with ASI for a software subscription or services, you agree to pay Alita Systems, Inc., the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for services and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable.
Automatic Renewal
Unless you notify Alita Systems, Inc., 90-days before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any applicable taxes) using any credit card or other payment mechanism we have on record for you.
Services
By contracting for Services with us you agree to pay Alita Systems, Inc. the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. Alita Systems, Inc., reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Cancellation of services is clearly defined in either your Software Subscription Agreement or your Statement of Work (SOW).
Article 5 - Responsibility of Website Visitors
Alita Systems, Inc. has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Alita Systems, Inc. does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Alita Systems, Inc. disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
Article 6 - Content Posted on Other Websites
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which alitasystems.com links, and that link to alitasystems.com. Alita Systems, Inc. does not have any control over those non-Alita Systems, Inc., websites and webpages, and is not responsible for their contents or their use. By linking to a non-Alita Systems, Inc. website or webpage, Alita Systems, Inc. does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Alita Systems, Inc. disclaims any responsibility for any harm resulting from your use of non-Alita Systems, Inc. websites and webpages.
Article 7 - Copyright Infringement and DMCA Policy
As Alita Systems, Inc. asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by alitasystems.com violates your copyright, you are encouraged to notify Alita Systems, Inc. in accordance with Alita Systems, Inc.'s Digital Millennium Copyright Act ("DMCA") Policy. Alita Systems, Inc. will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Alita Systems, Inc. will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Alita Systems, Inc., or others. In the case of such termination, Alita Systems, Inc. will have no obligation to provide a refund of any amounts previously paid to Alita Systems, Inc.
Article 7 - Intellectual Property
This Agreement does not transfer from Alita Systems, Inc. to you any Alita Systems, Inc. or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Alita Systems, Inc. Alita Systems, Inc., alitasystems.com, the Alita Systems, Inc. logo, and all other trademarks, service marks, graphics and logos used in connection with alitasystems.com, or the Website are trademarks or registered trademarks of Alita Systems, Inc. or Alita Systems, Inc.'s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Alita Systems, Inc., or third-party trademarks.
Article 8 - Changes
Alita Systems, Inc. reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Alita Systems, Inc. may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Article 9 - Disclaimer of Warranties
The Software, Website, and Services are provided "as is". Alita Systems, Inc. and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Alita Systems, Inc. nor its suppliers and licensors, makes any warranty that the Software, Website or Services will be error free or that access thereto will be continuous or uninterrupted.
Article 10 - Termination
Alita Systems, Inc. may terminate your access to all or any part of the Software or Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your alitasystems.com account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a contracted Software Subscription Agreement in place, such account can only be terminated by Alita Systems, Inc. if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Alita Systems, Inc.'s notice to you thereof; provided that, Alita Systems, Inc. can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Article 11 - Limitation of Liability
In no event will Alita Systems, Inc., or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Alita Systems, Inc. under this agreement during the one (1) month period prior to the cause of action. Alita Systems, Inc. shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
Article 12 - General Representation and Warranty
You represent and warrant that (i) your use of the Software and Website will be in strict accordance with the Alita Systems, Inc. Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Software and Website will not infringe or misappropriate the intellectual property rights of any third party.
Article 13 - Indemnification
You agree to indemnify and hold harmless Alita Systems, Inc., its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website or our Software or any Services you as a customer have requested, including but not limited to your violation of this Agreement.
Article 14 - Miscellaneous
These Terms of Use constitutes the entire agreement between Alita Systems, Inc. and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Alita Systems, Inc., or by the posting by Alita Systems, Inc. of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of North Carolina, USA, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Raleigh, North Carolina. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Raleigh, North Carolina, in the English language and the arbitral decision may be enforced in any court. Each party in any action or proceeding to enforce this Agreement shall be responsible for their own costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions. Alita Systems, Inc. may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.