ACCTON TERMS AND CONDITIONS OF USE
Last updated: 1 July 2022
BY SIGNING A PURCHASE ORDER OR ACCEPTING AND PAYING AN INVOICE FROM US, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT (as define below) GOVERNING YOUR USE OF ACCTON'S ONLINE SERVICE, (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SUBMIT AN ORDER OR ACCEPT AND PAY AN INVOICE AND MUST NOT USE THE SERVICE.
Your ordering for and/or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Accton website incorporated by reference herein, including but not limited to Accton's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1 License Grant & Restrictions
Accton hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Accton and its licensors. You may not access the Service if you are a direct competitor of Accton, except with Accton's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) 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) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
2 Your Responsibilities
You are responsible for all activity occurring under your accounts. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including, without limitation, those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Accton immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Accton immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your user using your account and (iii) not impersonate another Accton user or provide false identity information to gain access to or use the Service.
3 Privacy & Disclosure
Accton's privacy and policies may be viewed at http://www.accton.io/privacy.Accton reserves the right to modify its privacy policies in its discretion from time to time. Note that because the Service is a hosted, online application, Accton occasionally may need to notify all users of important announcements regarding the operation of the Service.Account Information and Data: Accton does not own and shall not be responsible for any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Accton, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Accton shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Accton reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You expressly acknowledge and agree that you shall not submit to the Service any Personal Information (as defined below). As used herein, "Personal Information" means an individual's first name and last name or first initial and last name in combination with any one or more of the following data elements that relate to such individual: (a) birth number; (b) driver's license number or state-issued identification card number; or (c) credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to a resident's financial account.
4 Intellectual Property Ownership
Accton alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Accton Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Accton Technology or the Intellectual Property Rights owned by Accton. The Accton name, the Accton logo, and the product names associated with the Service are trademarks of Accton or third parties, and no right or license is granted to use them.
5 Third Party Interactions
During the use of the Service, you may obtain access to services from third parties through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. Accton and its licensors shall have no liability, obligation or responsibility for any such activity between you and any such third party. Accton does not endorse any third-party services that are linked through the Service. Accton provides these links to you only as a matter of convenience, and in no event shall Accton or its licensors be responsible for any content or other materials on or available from such sites. Accton provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software or services may require your agreement to additional or different licenses or other terms prior to your use of or access to such software or services.
6 Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Accton represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service.
You shall indemnify and hold Accton, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Accton (a) gives written notice of the claim promptly to you; (b) 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 Accton of all liability and such settlement does not affect Accton's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
8 Limitation of Liability
ACCTON'S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THIS AGREEMENT SHALL NOT EXCEED 50% OF THE PRICE YOU PAY FOR THE SERVICE.
9 Local Laws and Export Control
The Service utilizes software and technology that may be subject to UK and EU export controls. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the UK and EU maintain an embargo (collectively, "Embargoed Countries"). By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country. The Service may use encryption technology that is subject to licensing requirements under the UK and EU regulations. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Accton and its licensors make no representation that the Service is appropriate or available for use in other locations. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
Accton may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Accton's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Accton's 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 Accton (such notice shall be deemed given when received by Accton) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Accton at the following address: First Middlegate Ltd, 24 Court Close, Maidenhead SL6 2DL, UK, to the attention of the Executive.
11 Modification to Terms
Accton reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
12 Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Accton. The Agreement may be assigned by Accton without notice to you and without your consent 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 null and void. Any actual or proposed change in control of you that results or would result in a direct competitor of Accton directly or indirectly owning or controlling 50% or more of you shall entitle Accton to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by the law of England and Wales. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Accton as a result of this agreement or use of the Service. The failure of Accton to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Accton in writing. This Agreement, together with any applicable Order or Invoice, comprises the entire agreement between you and Accton and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
As used in this Agreement now or hereafter associated herewith:
"Content" means the 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;
"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;
"Accton" means First Middlegate Ltd. trading as "Accton" with its registered offices at 24 Court Close, Maidenhead SL6 2DL, UK;
"Accton Technology" means all of Accton's 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 Accton in providing the Service;
"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 Accton at your request).
15 Questions or Additional InformationIf you have questions regarding this Agreement or wish to obtain additional information, please send us an e-mail to firstname.lastname@example.org.