The Terms are entered into by and between Acumatica, Inc. (“Acumatica”) and You. If you are using the Services on behalf of Your employer, You represent that You are authorized to accept these Terms on Your employer’s behalf. Acumatica provides the on-line resources accessible via Acumatica.com (the “Services”) to You, subject to the Terms. Unless explicitly stated otherwise, the Terms will govern Your use of any new features that augment or enhance the current Services, including the release of new Acumatica resources. In addition to the Terms and unless otherwise noted, the Acumatica Standard License governs purchases You make through Acumatica.com, unless You have currently in effect a separate written purchase or license agreement with Acumatica for that product, in which case that separate agreement governs. If there is a conflict between: (a) these Terms, and (b) either the Acumatica Standard User License or other applicable purchase or license agreement, the latter prevail.
In consideration of Your use of the Services, You agree to be solely responsible for: (a) providing true, accurate, current, and complete information about You as prompted by the Service’s registration forms (the “Registration Data”), and (b) maintaining and promptly updating the Registration Data to keep it true, accurate, current and complete. You are solely responsible for the security of your password. Acumatica is not liable for any unauthorized use of the Website or Services. You acknowledge and agree that certain Services may provide password-restricted access to customer information such as names and certain terms of Your existing contracts to assist You in purchasing, maintaining and supporting Your Acumatica products. By using this Website and registering for such Services, You consent to Acumatica’s display of such information via the Services and accept all risks of unauthorized access to such information. If You provide any information that is false, inaccurate, out of date, or incomplete, or Acumatica has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, Acumatica may suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof).
CONFIDENTIALITY OF ACUMATICA INFORMATION
In order to gain access to the Services, You agree to these confidentiality provisions:
You acknowledge that You may obtain direct access via the Website to certain Acumatica confidential information (“Information”). You must hold Information in strict confidence and may provide Information to employees in your organization only on a need-to-know basis. You may use the Information from the Website solely for the purpose of purchasing, maintaining and supporting Your Acumatica products. Title to Information remains with Acumatica and its suppliers. You agree, either as an individual or on behalf of Your employer, to be bound by the provisions of this Section 3. Furthermore, if You are acting on behalf of Your employer, Your employer agrees to indemnify You for violations of this Section 3.
You do not acquire any rights in Information, except the limited right to use Information as described above.
Any breach of the Terms will result in irreparable harm to Acumatica for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Acumatica will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Acumatica seeks such an injunction.
Your obligations regarding Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Acumatica’s written request, You must cease use of Information and return or destroy all Information.
The Terms impose no obligation upon You with respect to Information that You can establish by legally sufficient evidence: (a) You possessed, or knew, prior to Your receipt from Acumatica, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Information and without the participation of individuals who have had access to Information, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Acumatica adequate to afford Acumatica the opportunity to object to the disclosure.
You understand that all information, data, text, messages, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that You, and not Acumatica, are entirely responsible for all Content that You upload, post or otherwise transmit via the Services. Acumatica does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content.
While it is not our intent to monitor Your online communications, Acumatica reserves the right to edit or remove content that we become aware of and determine to be harmful, offensive or otherwise in violation of these Terms. Acumatica may also remove Content that contains third-party commercial advertisements, is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions (“Restrictions”) may also result in the termination or suspension of your account. These Restrictions apply to all content provided to or through the Services, including email messages, newsgroup postings, chat, and personal or business web pages.
You agree not to post or store on Acumatica.com any Content that violates or infringes anyone’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or (to the extent protectable) confidential ideas) or that is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.
You agree not to use the Services in any way for spamming or to transmit chain letters, junk email or bulk communications. You agree not to use any Acumatica domain name as a pseudonymous return email address for any communications that You transmit from another location or through another service; and You may not pretend to be someone else or spoof their identity when using the Services. Furthermore, You agree not to transmit unsolicited or bulk communications to any Acumatica account holder or to any Acumatica.com email address (regardless of whether You use the Services to transmit any such communication).
You agree not to use the Services for any unlawful activities not otherwise covered above. Additionally, You agree not to use the Services to:(a) impersonate any person or entity, including, but not limited to, a Acumatica official, or falsely state or otherwise misrepresent Your affiliation with a person or entity; (b) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop hidden pages or images (those not linked to Acumatica.com from another accessible page);(c) upload, post or otherwise transmit any Content that You do not have a right to transmit to the public under any law or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (d) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;(e) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;(f) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law; or(g) collect or store personal data about other users.
CONTENT SUBMITTED TO ACUMATICA
Acumatica does not claim ownership of the Content You place on the website. By submitting Content to Acumatica for inclusion on the website, You grant Acumatica and all other users of Acumatica.com a worldwide, royalty-free, and nonexclusive license to reproduce, modify, distribute, transmit, display, perform, adapt, and publish the Content (including in digital form).
You acknowledge that Acumatica does not pre-screen Content, but that Acumatica and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any Content that is available via the Services. Without limiting the foregoing, Acumatica and its designees may disable, restrict access to or the availability of, any Content that violates the Terms or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
Unless otherwise explicitly stated, herein, any Content provided by You in connection with this Website shall be deemed to be provided on a nonproprietary and nonconfidential basis. Acumatica shall have no obligation of any kind with respect to such Content and shall be free to use or disseminate such Content on an unrestricted basis for any purpose. You acknowledge that You are responsible for the Content that You submit, and You, not Acumatica, have full responsibility for the Content, including their legality, reliability, appropriateness, originality and copyright.
SPAM EMAIL AND POSTINGS
You agree that Acumatica would be irreparably harmed by the use, by You or others, of Acumatica’s Services or facilities in connection with the transmission of spam newsgroup postings or unsolicited email in violation of these Terms, and that Acumatica is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). Acumatica reserves the right to block, filter or delete unsolicited email.
You agree to indemnify and hold Acumatica, and its subsidiaries, affiliates, officers, agents, co-branders, alliance members, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your Content, Your use of the Services, including any use by Your employees, Your connection to the Services, Your violation of the Terms, or Your violation of any rights of another.
NOTICES; MODIFICATION AND TERMINATION OF SERVICES
Acumatica may provide notices of changes to the Terms or other matters by displaying notices or links to notices to You generally on the Services. Acumatica reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Acumatica may make changes to the Acumatica on-line store, including regarding products, services, programs, and prices, at any time without notice. Acumatica, in its sole discretion, may terminate Your password, Your use of the Services or use of any other Acumatica service, and remove and discard any Content within the Services, for any reason, including, without limitation, for lack of use or if Acumatica believes that You have violated or acted inconsistently with the letter or spirit of the Terms. Any termination of Your access to the Services under any provision of the Terms may be effected without prior notice, and Acumatica may immediately de-activate or delete Your account and all related information and files in Your account and/or bar any further access to such files or the Services. Further, Acumatica will not be liable to You or any third-party for any termination, modification, or suspension of the Services.
ADVERTISEMENTS AND PROMOTIONS
Acumatica may run advertisements and promotions from third parties on the Services. Any correspondence or business dealings with, or participation in promotions of, advertisers other than Acumatica found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. Acumatica is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Acumatica advertisers on the Services.
The Services may provide, or third parties may provide, links to other Internet sites or resources. Because Acumatica has no control over such sites and resources, You acknowledge and agree that Acumatica is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. Acumatica will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
This Website may be linked to other websites which are not under the control of and are not maintained by Acumatica. Acumatica is not responsible for the content of those sites. Acumatica is providing these links to You only as a convenience, and the inclusion of any link to such sites does not imply endorsement by Acumatica of those sites.
INTELLECTUAL PROPERTY RIGHTS
The Services and any software (including any downloads available at the Website or otherwise provided by Acumatica) used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Content contained in third-party advertisements or information presented to You through the Services or advertisers is protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Except as expressly authorized by Acumatica or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part.
You may use the Software and related Services only subject to the agreement or license that accompanies such Software or Services. You may use Services only during their specified term, for the enumerated number of times, for the specified number of individuals, or as otherwise limited in the applicable agreement or license. Services involving an update, version release, product release, maintenance release, patch or derivative work of a licensed Software or Service may be used only: (a) on systems for which such Software or Service were specifically licensed; and (b) subject to the license and warranty term governing the original product or Service.
You must not modify, decompile, or reverse engineer any Software Acumatica discloses to You, and must not remove, overprint, or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of Software or Information from the Services.
“Acumatica Trademarks” means all names, marks, brands, logos, designs, trade dress and other designations Acumatica uses in connection with Products or Services. Customer may not remove or alter any Acumatica Trademarks. Customer acknowledges Acumatica’s rights in Acumatica Trademarks. Customer agrees not to incorporate any Acumatica Trademarks into Customer’s trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.
Acumatica is committed to respecting others’ intellectual property rights, and we ask our users to do the same. Acumatica may, in its sole discretion, terminate the accounts or access rights of users who infringe or otherwise violate others’ intellectual property rights. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our copyright agent as described in our copyright policy.
All Content provided on this Website is provided by or to Acumatica by its respective manufacturers, authors, developers and vendors (the “Third Party Providers”) and is the copyrighted work of Acumatica and/or the Third Party Providers. Except as stated herein, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Acumatica or the Third Party Provider. No part of the Website, including logos, graphics, sounds or images, may be reproduced or retransmitted in any way, or by any means, without the prior express written permission of Acumatica. You also may not, without Acumatica’s prior express written permission, “mirror” any Content contained on this Website on any other server.
Nothing on this Website shall be construed as conferring any license under any of Acumatica’s or any Third Party Provider’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses.
Permission is granted to display, copy, distribute and download Acumatica’s Content on this Website provided that: (1) both the copyright notice identified below and this permission notice appear in the Content, (2) the use of such Content is solely for personal, non-commercial and informational use and will not be copied or posted on any networked computer or broadcast in any media, except as explicitly permitted by valid license covering such materials, and (3) no modifications of any of the Content are made. This permission terminates automatically without notice if You breach any of these terms or conditions. Upon termination, You must immediately destroy any downloaded and printed Content.
Any unauthorized use of any Content contained on this Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
Content provided by Third Party Providers has not been independently authenticated in whole or in part by Acumatica. Acumatica does not provide, sell, license, or lease any of the Content other than those specifically identified as being provided by Acumatica.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES AND ANY SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE, SERVICES AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CONTENT ON THE WEBSITE IS PROVIDED “AS IS”, “WITH ALL FAULTS,” AND IS FOR COMMERCIAL USE ONLY. Acumatica DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NONINFRINGEMENT. Acumatica MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE CONTENT CONTAINED ON THE WEBSITE. Acumatica MAY MAKE AVAILABLE ON THE WEBSITE CONTENT AVAILABLE FOR DOWNLOADING WHICH HAS BEEN SUBMITTED BY THIRD-PARTY USERS OF THE WEBSITE. ANY QUESTIONS REGARDING THE CONTENT SHOULD BE DIRECTED TO THE PROVIDERS OF SUCH CONTENT. IN NO EVENT WILL Acumatica OR ITS SUPPLIERS BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR INFORMATION FROM THE WEBSITE.
Acumatica MAKES NO WARRANTY OR CONDITION THAT: (i) THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SOFTWARE, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACUMATICA OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS. ACUMATICA’S EMPLOYEES ARE NOT AUTHORIZED TO VARY THESE TERMS.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, Acumatica IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE (EVEN IF Acumatica HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO: (i) THE USE OF OR THE INABILITY TO USE THE SOFTWARE OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, SOFTWARE, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES AND THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES, INCLUDING CONTENT YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE FROM THE WEBSITE.
YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE WEBSITE AND WILL NOT MAKE A CLAIM AGAINST Acumatica FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE CONTENT.
YOU AGREE TO HOLD Acumatica HARMLESS FROM, AND YOU COVENANT NOT TO SUE Acumatica FOR, ANY CLAIMS BASED ON USING THE WEBSITE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
The Terms constitute the entire agreement between You and Acumatica and govern Your use of the Services, superseding any prior agreements between You and Acumatica (including, but not limited to, any prior versions of the Terms). You also may be subject to additional terms and conditions that may apply when You use other Acumatica services, third-party content or third-party software. You must not assign or otherwise transfer the Terms nor any right granted hereunder. Sections 3, 4, 10, 11, 12, 13 and 14 survive termination of the Terms.
Virginia law and controlling U.S. federal law govern any action related to the Terms. No choice of law rules of any jurisdiction apply. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You and Acumatica agree to submit to the personal and exclusive jurisdiction of the state courts located within the county of Fairfax, Virginia.
Acumatica controls and operates this Website from its headquarters in the United States of America and makes no representation that this Content is appropriate or available for use in other locations. If You use this Website from other locations, You are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.
You acknowledge and agree that Content is subject to the U.S. Export Administration Laws and Regulations. Diversion of such Content contrary to U.S. law is prohibited. You agree that none of the Content, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. Government. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This Website could include inaccuracies or typographical errors. Acumatica and the Third Party Providers may make improvements and/or changes in the products, services, programs, and prices described in this Website at any time without notice. Changes are periodically made to the Website. Acumatica may amend these Terms at any time by posting the amended terms on this site.
The failure of Acumatica to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.
These Terms represent the entire understanding relating to the use of the Website and prevail over any prior or contemporaneous, conflicting, or additional, communications.