TERMS OF SERVICE
These Terms are binding on any use of the Service and apply to You from the time that Acceleris provides You with access to the Service.
Acceleris reserves the right to change these terms at any time, effective upon the posting of modified terms and Acceleris will make every effort to communicate these changes to You via email or notification via the Website.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
1. About Us
ACCELERIS INTERNATIONAL LTD (“Acceleris”) is a company incorporated in the UK with company number 13121094
2. Use of Services
Acceleris grants You the right to access and use the Service via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
2.1. Ownership and Rights to Access and/or Use the Services.
By using the Services and subject to your compliance with the Terms: (a) Acceleris grants to you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access the Services; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express prior written permission of Acceleris. Neither the Terms nor your access to and/or use of the Services transfers to you and/or any third party any rights, title and/or interest in any intellectual property rights related to the Services.
2.2. Reservation of Rights.
Our Services are protected by applicable intellectual property laws and international treaties. Acceleris reserves all right, title and interest in and to the Services, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
2.3. Availability of Content.
We do not guarantee that any content will be made available on the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit and/or modify any content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims and/or allegations from third parties and/or authorities relating to such content and/or if we are concerned that you may have violated the Terms), and/or for no reason at all and (ii) remove or block any content from the Services.
Except as expressly specified in the Terms, you shall not (i) modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services; (ii) license, transfer, sell, rent, lease, distribute, assign, host, sublicense and/or otherwise commercially exploit the Services, in whole or in part; (iii) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form); (iv) use any metatags and/or other “hidden text” using Acceleris’s name and/or trademarks; (v) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (vi) use and/or access the Services in order to build a similar and/or competitive website, product, and/or service; (vii) copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Services in any form and/or by any means; (viii) remove and/or destroy any copyright notices and/or other proprietary markings contained on and/or in the Services; (ix) intentionally hold Acceleris and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (x) promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; (xi) take any action that imposes or may impose (as determined by us in our sole and absolute discretion) an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure; (xii) interfere and/or attempt to interfere with the proper working of the Services and/or any activities conducted on the Services; (xiii) run any form of auto-responder and/or “spam” on the Services; (xiv) use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; and/or (xv) make the functionality of the Services available to multiple users through any means, including, but not limited to distribution of the Services or by uploading the Services to a network and/or file-sharing service and/or through any hosting, application services provider and/or any other type of service. You will comply with any technical restrictions on the Services that allow you to use the Services only in certain ways. Any unauthorized use of the Services terminates the rights granted by Acceleris pursuant to the Terms.
3. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
3.1.1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
3.1.2. Each party's obligations under this clause will survive termination of these Terms.
3.1.3. The provisions of clauses 3.1.1 and 3.1.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
5. Disclaimer of Warranties and Limitation of Liability
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND THE COMPANY AND ITS AFFILIATES, AGENTS, LICENSORS, CONTENT PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, SHAREHOLDERS, REPRESENTATIVES, CONTRACTORS AND THEIR ASSIGNS (COLLECTIVELY, THE “RELATED PARTIES”) HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, QUIET ENJOYMENT, COMPLETENESS, RELIABILITY, SECURITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY, QUALITY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY OR THROUGH THE SERVICES. THE COMPANY AND THE RELATED PARTIES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION OR DATA, OR THAT NO VIRUSES OR BUGS WILL BE TRANSMITTED ON OR THROUGH THE SERVICES OR THAT DEFECTS, IF ANY, WILL BE CORRECTED, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT APPLICATION PROGRAMMING INTERFACES (APIs) WILL BE AVAILABLE AT ALL TIMES OR ANY TIME. ADDITIONALLY, IN NO EVENT WILL THE COMPANY OR ANY OF THE RELATED PARTIES BE LIABLE FOR PERSONAL INJURY OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY OTHER SUCH DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE. THESE LIMITATIONS WILL APPLY WHETHER OR NOT THE COMPANY OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ACKNOWLEDGE THAT THE ABOVE DISCLAIMERS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT PROVIDE THE SERVICES ABSENT SUCH DISCLAIMERS. IN THE EVENT OF ANY LIABILITY, THE COMPANY AND THE RELATED PARTIES SHALL BE COLLECTIVELY LIABLE ONLY TO THE EXTENT OF DAMAGES INCURRED BY YOU, NOT TO EXCEED THE COST OF THE SERVICE CHARGED BY Acceleris OVER THE PREVIOUS 6 MONTHS. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT PROVIDE THE CONTENT, INCLUDING THE SERVICES, TO YOU ABSENT SUCH LIMITATION. ANY CAUSES OF ACTION YOU MAY HAVE WITH RESPECT TO THE COMPANY OR ANY OF THE SERVICES MUST BE RAISED IN ARBITRATION WITHIN TWO (2) MONTHS OF THE TIME IN WHICH THE EVENTS GIVING RISE TO SUCH CLAIM BEGAN OR YOU AGREE TO WAIVE SUCH CLAIM. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
Please note that we have implemented commercially reasonable and industry standard technical and organizational measures designed to secure Customer Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, you acknowledge that the Company cannot guarantee that unauthorized third parties will never be able to defeat those measures.
6. Governing Law, Jurisdiction
This Agreement (including the schedules attached hereto) and any claim, controversy or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement, directly or indirectly (including any claim concerning advice provided pursuant to this Agreement), shall be governed by, and construed in accordance with, the laws of England and Wales.