Aditazz Inc. Terms of Service

Terms of Service
Thank you for your interest in Aditazz Inc. (“Aditazz,” “we,” “us,” or “our”), the Aditazz Platform (defined below), and all related materials, products, software, services, data, documentation, and information (collectively, with the Website, the “Service”).

These Terms of Service, the Aditazz Privacy Policy, the Aditazz Security and Reliability Policy, and the Additional Terms (defined below) (collectively, these “Terms”) are a binding agreement between Customer and Aditazz governing the use of the Service by Customer (including Customer’s Authorized Users). For purposes of these Terms, the terms “Customer,” “you” and “your” refer to the entity, company, or organization entering into these Terms by clicking “I accept” or taking another, similar affirmative act indicating your acceptance of these Terms. If any individual is entering into these Terms on behalf of Customer, then such individual hereby represents and warrants that he/she has the authority to bind Customer to these Terms and agrees to be bound by these Terms on behalf of Customer.

BY CLICKING “I ACCEPT” (OR TAKING ANOTHER, SIMILAR AFFIRMATIVE ACT INDICATING YOUR ACCEPTANCE OF THESE TERMS), EXECUTING AN ORDER, OR OTHERWISE ACCESSING OR USING THE SERVICE (“ACCEPTANCE”), CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS. IF AT ANY TIME CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST IMMEDIATELY TERMINATE USE OF THE SERVICE.

1.  Definitions. Any capitalized terms used herein and not defined in this Section 1 shall have the meaning ascribed to them elsewhere in these Terms.

“Authorized Users” means Customer’s employees, representatives, consultants, contractors or agents for which Customer has purchased a subscription to the Service and who have been authorized to access and use the Service by Customer.

“Customer Data” means any and all information and data regarding construction projects and objects, and the rules and standards governing the use and substantiation of such objects, in each case, submitted by Customer (including Customer’s Authorized Users) to the Platform in connection with the use of the Platform; provided that “Customer Data” expressly excludes any data independently derived by Aditazz, and data obtained by Aditazz from a third party.

“Order” means an order placed by Customer through the Services or in a written, mutually executed agreement incorporating these Terms, specifying the number of Authorized User subscriptions purchased and the associated Fees.

“Platform” means Aditazz’s online software-as-a-service platform that aids in the planning and design of buildings as made available through the Website.

“Services Output” means the drawings, diagrams, and other files that are capable of export by an Authorized User through the Service.

“Subscription Term” shall have the meaning set forth in Section 13.2 below.

“Website” means www.aditazz.com.

2.  Service

2.1  Orders. To purchase subscriptions for Authorized Users to use the Services, Customer will enter into one or more Orders. Each Order will have its own Subscription Term and will incorporate these Terms. Orders will be entered into through the Website or in a mutually agreed writing.

2.2  Right to Access and Use. Subject to the terms and conditions of these Terms, Aditazz hereby grants Customer, during the Subscription Term, a non-exclusive, non-transferable: (a) right for Customer’s Authorized Users to access and use the Service solely for Customer’s internal business purposes; and (b) license for Customer’s Authorized Users to install and run any software made available to you solely for Customer’s internal business purposes in accordance with our direction and solely in connection with the access and use of the Platform.

2.3  Authorized Users. Customer may have only as many user accounts and related user identifications for the number of Authorized Users purchased by Customer. Customer acknowledges that Aditazz may include in the Service functionality to track the number of active Authorized User identifications and to disallow use by more than the number of Authorized Users. Authorized User identifications and passwords cannot be shared or used by more than one Authorized User. Customer is responsible for all activities that occur under Authorized Users’ accounts. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of the Service and shall promptly notify Aditazz of any known unauthorized use. Customer will ensure that: (a) all Authorized Users given access to the Service have the right to access the information and data made accessible to them by Customer through the Service; and (b) any Authorized User uploading to the Service or otherwise providing to Aditazz (directly or indirectly) any Customer Data has the right and authority to do so.

2.4  Customer Data and Services Output. During the Subscription Term, Customer (including its Authorized Users) may upload to the Service or otherwise deliver to Aditazz, directly or indirectly, certain Customer Data. Customer shall and hereby grants Aditazz a non-exclusive, non-transferable right to access, use, copy, modify, and display for the benefit of Customer the Customer Data as may be necessary to provide the Service in accordance with these Terms, including without limitation to export the Customer Data and Services Output to Customer. Customer shall have sole responsibility for the accuracy, quality, integrity, and reliability of any and all Customer Data. Aditazz does not control and does not have any obligation to monitor the Customer Data, Services Output, or any content made available by third parties through the Service. Customer acknowledges and agrees that Aditazz reserves the right to, and may from time to time, monitor Customer’s and Authorized Users’ use of and any and all information transmitted or received through the Service for operational and other purposes; provided, that, Aditazz nonetheless assumes no responsibility or liability for Customer Data and Services Output. During any such monitoring, information (including the Customer Data) may be examined, recorded, copied and used in accordance with our Privacy Policy. Aditazz will make reasonable efforts to notify Customer of and respond promptly to any material, unauthorized use or disclosure of Customer Data that Aditazz acquires actual knowledge of. You are solely responsible for maintaining backups of your Customer Data and Services Output outside the Service. If you require a full or partial export of your Customer Data stored on the Service, we may, at our discretion, make reasonable efforts to help you, subject to any applicable terms and conditions that we may provide. Notwithstanding the foregoing, we will have no liability whatsoever to you arising out of or in connection with any loss, compromise, or corruption of any data you may submit, receive, transmit, or store through the Service. Upon termination of these Terms, you may no longer have access to retrieve, export, or obtain any of your Customer Data and Services Output.

3.  Service Guidelines. Customer agrees not to use the Service for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, Customer hereby agrees that Customer (including Customer’s Authorized Users) will not do or attempt to:

3.1  Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended by these Terms;

3.2  Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Service or any content obtained through the Service (including, without limitation, any Third Party Content (as defined below)), for any purpose other than Customer’s internal business purposes, except and solely to the extent permitted expressly by these Terms;

3.3  Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service, or features that enforce limitations on the use of the Service or any content therein;

3.4  Bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service;

3.5  Frame or otherwise enclose any portion of the Service in any other site or service for any purpose without our express written permission;

3.6  Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

3.7  Interfere with or disrupt the Service, networks or servers connected to or otherwise used to provide the Service, or violate the regulations, policies or procedures of such networks or servers; or

3.8  Use the Service in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations, or the rights of any third party.

4.  DMCA. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. 512, as amended). If Customer has any copyright complaints with respect to material posted on the Service, Customer may contact our Designated Agent at the following address:

Aditazz Inc.
ATTN: DMCA
c/o OutForce LLC
2811 Mission College Blvd 7th Floor
Santa Clara, CA 95054

DMCA@aditazz.com

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of the material that you claim is infringing and where it is located on the Service
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
• A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

 We will promptly terminate the accounts of users that we determine to be repeat infringers.

5.  Service Levels. For so long as Customer is current with its payment of the Fees (as defined in Section 6, below), Aditazz shall use commercially reasonable efforts to make the Service available to Customer during the Subscription Term with a 99% uptime. Notwithstanding the foregoing, there may be occasions when the Service will be interrupted for maintenance, upgrades, and emergency repairs or due to failure of telecommunications links and equipment that are often beyond the control of Aditazz. Aditazz shall use reasonable efforts to notify Customer of any scheduled interruptions. Customer agrees that Aditazz shall not be liable to Customer for any such interruptions to the Service.

6.  Fees and Payment

6.1  Fees. Access to the Service, or to certain features of the Service, may require Customer to pay Aditazz certain fees (the “Fees”), as established through the Order process. Unless otherwise agreed to in writing between Customer and Aditazz, The Fees for the Initial Term will be as set forth in the applicable Order and the Fees for each Renewal Term shall be Aditazz’s then current Fees. Additional fees may apply to certain additional features and add-ons as may be specified at the time of purchase or otherwise agreed to in writing between Customer and Aditazz. All fees are in U.S. Dollars and are non-refundable.

6.2  Billing and Payment Terms; Late Payment. Unless otherwise agreed to in writing between Customer and Aditazz, Customer shall pay all Fees annually in advance. If an Order is made through the Service, Aditazz will charge the payment method specified by Customer at the time of purchase, and Customer authorizes Aditazz to charge all Fees described herein to such payment method. If an Order is made other than through the Service, we will provide you with an invoice for the Fees applicable to such Order and payment is due within thirty (30) days of receipt. If Customer pays any applicable fees with a credit card, Aditazz may seek pre-authorization of such credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit available to cover the purchase. Late payments hereunder will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, and may result in suspension or termination of the Service until all amounts are paid in full.

6.3  Taxes. All payments required hereunder exclude all sales, value-added, use, or other taxes and similar obligations, all of which Customer will be responsible for and will pay in full, except for taxes based on Aditazz’s net income. If Aditazz has the legal obligation to pay or collect taxes for which Customer is responsible pursuant to this Section 6.3, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Aditazz with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.  Proprietary Rights. Customer acknowledges that in providing the Service, Aditazz utilizes certain software (in object code and source code), visual interfaces, graphics, design, compilations, frameworks, algorithms, systems, products, services, and other technology, including without limitation the Website, Aditazz name, logo and other attributions (collectively, “Aditazz Technology”). Subject to the limited rights granted to Customer to use the Service pursuant to Section 2.1, as between Aditazz and Customer, Aditazz retains all rights, title and interest, including all intellectual property rights, in and to the Aditazz Technology and the Service, and any and all modifications, enhancements, modifications and improvements to any of the foregoing. All trademarks, service marks, and trade names used in connection with the Service are trademarks or registered trademarks of Aditazz and/or its affiliates, suppliers, or licensors, and may not be copied or used, in whole or in part, without the prior written permission of the applicable trademark holder. Reference on the Service to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa. Customer retains all rights, title and interest, including all intellectual property rights, to the Customer Data. Customer agrees that Aditazz may refer to Customer as a customer and use Customer’s name and/or logo in Aditazz’s marketing materials and websites; provided that, upon request by Customer, Aditazz will use reasonable efforts to cease use of Customer’s name and/or logo in any future marketing materials and on its websites. Aditazz may collect and aggregate metadata pertaining to Customer Data such as the format and type of and other similar information related to Customer Data. Aditazz owns all rights in and to any aggregated metadata that it generates and may use and disclose such aggregated metadata for any purpose, without restriction; provided that such aggregated metadata shall not be reasonably capable of identifying Customer as the source thereof, and Aditazz shall not identify Customer as the source of any metadata.

8.  Third Party Materials. The Service may permit Customer and Authorized User to access and use the Service through the use of user names and passwords for certain third party services or contain references or links to third-party materials and services not controlled by Aditazz (collectively, “Third Party Services”). Aditazz does not endorse any such Third Party Services or any content, products or information offered on or through such Third Party Services. Customer acknowledges and agrees that Aditazz is not responsible for any aspect of any Third Party Services. Customer should carefully review any applicable terms and policies, including any relevant privacy policies, associated with any Third Party Services or other third party web sites, software, or services that Customer may utilize. CUSTOMER AGREES THAT CUSTOMER’S USE OF ANY THIRD PARTY SERVICES IS AT CUSTOMER’S OWN RISK AND ADITAZZ WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH USE OR DEALINGS, INCLUDING ANY INABILITY TO ACCESS OR USE THE SERVICE.

9.  Open-Source. Certain software code or databases distributed in connection with the Service may be licensed by third parties under various “open-source” or “public-source” software or database licenses (such as the GPL, the Apache License, the BSD License, and the Open Database License ) (collectively, “Open Source Material”). Notwithstanding anything to the contrary in these Terms, the Open Source Materials are not licensed under these Terms and instead are separately licensed pursuant to the terms and conditions of their respective licenses. The Open Source Materials and the applicable licenses and notices are identified at Aditazz Open Source Software Notices. Customer agrees to comply with the terms and conditions of the licenses applicable to such Open Source Materials. Certain open source licenses may require Aditazz to make available to recipients of distributed software, the source code corresponding to Open Source Material binaries distributed under those licenses. Recipients who would like to receive a copy of such source code should submit a request to Aditazz by mail at:

Aditazz Inc.
ATTN: Open Source Material Request
c/o OutForce LLC
2811 Mission College Blvd 7th Floor
Santa Clara. CA 95054

Please identify in your submitted requests: the Open Source Material for which you are requesting source code; the Aditazz software and version number with which the requested Open Source Material was distributed; an email address at which Aditazz may contact you regarding the request (if available); and the postal address for delivery of the requested source code.

10.  Confidentiality. Both parties agree: (i) to use Confidential Information solely in accordance with the provisions of these Terms; and (ii) not to disclose, or permit to be disclosed, either directly or indirectly, Confidential Information to any third party without the other’s prior written consent. “Confidential Information” means any and all information in any medium disclosed by either party to the other party pursuant to these Terms which is designated as confidential or that is of such a nature that it would reasonably be deemed confidential. Each party shall safeguard the Confidential Information of the other party using the same measures it uses to protect its own Confidential Information, but in no event shall either party use less than reasonable care in safeguarding the Confidential Information of the other party. Notwithstanding the foregoing, neither party bears responsibility for safeguarding or not disclosing information that is: (a) publicly available; (b) obtained from third parties not under confidentiality restrictions; (c) required to be disclosed by order of a court or other governmental entity; or (d) is independently developed by a party without reliance on the other party’s Confidential Information. If either party breaches, or threatens to breach the provisions of this Section 10, each party agrees that the non-breaching party will have no adequate remedy at law and is therefore entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages. Aditazz Confidential Information includes the Aditazz Technology and the Service. Aditazz shall have the unlimited right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service, and any residual information retained in the unaided memory of Aditazz’s personnel. Customer Data and Services Output shall not be considered Confidential Information. The Platform is Confidential Information of Aditazz.

11.  Representations and Warranties

11.1  By Customer. Customer represents and warrants that: (a) Customer has the necessary rights and permissions or approvals to use and to permit the use of the Customer Data; and (b) all Authorized Users have the right to access the information and data made accessible to them by Customer through the Service. In the event of a breach, or reasonably anticipated breach, of the foregoing warranties, in addition to any other remedies available at law or in equity, Aditazz will have the right, in its sole discretion, to immediately suspend the Service if deemed reasonably necessary by Aditazz to prevent any liability accruing to it.

11.2  THE FOREGOING WARRANTIES SHALL BE THE PARTIES’ EXCLUSIVE WARRANTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. THE SERVICE, THE ADITAZZ TECHNOLOGY, AND ANY THIRD PARTY SERVICES ARE PROVIDED “AS IS” AND ADITAZZ MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, THE ADITAZZ TECHNOLOGY, OR THE THIRD PARTY SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADITAZZ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES SHALL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICES, INCLUDING ANY OUTPUT THEREFROM ARE NOT DESIGNED FOR USE IN ANY CONTEXT IN WHICH A FAILURE WOULD CREATE A RISK OF DEATH OR BODILY INJURY, SUCH AS IN ANY MEDICAL, AVIATION, OR OTHER SIMILAR APPLICATION.

12.  Limitations of Liability

12.1  No Consequential Damages. SUBJECT TO SECTION 12.3, IN NO EVENT SHALL ADITAZZ HAVE ANY LIABILITY TO CUSTOMER FOR MATTERS ARISING OUT OF OR RELATING TO THESE TERMS, ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2  Maximum Liability. SUBJECT TO SECTION 12.3, AND EXCEPT FOR FEES PAYABLE BY CUSTOMER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

12.3  Liability Exceptions. The limitations of liability in Sections 12.1 and 12.2 shall not apply to Customer’s obligations in Section 13.2, or a breach by Customer of Sections 2, 3, or 10.

12.4  Basis of the Bargain; Failure of Essential Purpose. Customer acknowledges that Aditazz has set its prices and in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in these Terms will survive and apply even if found to have failed of their essential purpose.

13.  Indemnification

13.1  By Aditazz

(a) Aditazz shall defend or, at its option, settle any third party claim, suit or proceeding brought against Customer alleging that the use of the Service by Customer in accordance with these Terms infringes or misappropriates any copyright or trade secret or a U.S. patent (a “Claim”). Aditazz shall have sole control of the defense or settlement negotiations, and Aditazz agrees to pay, subject to the limitations set forth below, any final judgment entered against Customer, as a result of such infringement, in any such Claim defended by Aditazz; provided that Customer provides Aditazz with: (i) prompt written notice of such Claim; and (ii) available information and assistance, at Aditazz’s expense, to settle and/or defend any such Claim.

(b)  In the event any claim for infringement of intellectual property rights by the Service is brought or threatened, or, in Aditazz’s opinion, is likely to be brought, Aditazz may, at its sole option and expense: (i) procure for Customer the right to continue to use the Service; (ii) modify or amend the Service, or replace the Service with non-infringing services that do not materially impair the functionality of the services; or (iii) if either of the foregoing is not feasible on commercially reasonable terms, terminate these Terms and refund on a pro-rata basis any prepaid fees, and upon such termination, Customer will immediately cease all use of the Service.

(c) Aditazz shall have no obligation to Customer under Section 13.1 to the extent a Claim arises from: (i) Customer’s breach of these Terms; (ii) use of the Service in combination with any products, services, data, software, hardware or business process not contemplated by these Terms, if the alleged infringement would not have occurred absent such combination; or (iii) the Customer Data or any data obtained by Aditazz from publicly available sources.

(d) The foregoing provisions of section 13.1 state the entire liability of Aditazz, and the sole remedy of CUSTOMER, with respect to any actual or alleged claim of infringement or misappropriation of intellectual property rights.

13.2  By Customer. Customer shall defend or, at its option, settle any Claims brought against Aditazz to the extent it alleges breach of any of Customer’s warranties set forth in Section 11.1. Customer shall have sole control of the defense or settlement negotiations, and Customer agrees to pay, subject to the limitations set forth below, any final judgment entered against Aditazz, as a result of such breach, in any such Claim defended by Customer; provided that Aditazz provides Customer with (a) prompt written notice of such Claim; and (b) available information and assistance, at Customer’s expense, to settle and/or defend any such Claim.

14.  Subscription Term and Termination

14.1  Subscription Term. These Terms shall commence on the date of Acceptance. Each Order will have its own term, and unless otherwise set forth therein, each Order shall commence on the date set forth therein, continuing for 1 year from such date (the “Initial Term”), and shall automatically renew for consecutive 1-year periods (each a “Renewal Term”), unless either party gives written notice of termination at least thirty (30) days prior to the end of the then-current term (collectively, the “Subscription Term”).

14.2  Termination. Either party may immediately terminate an Order and these Terms if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice of the same. The foregoing cure period shall not apply in the case of failure to pay Fees. Customer may terminate these Terms for any reason by providing Aditazz with ten (10) days’ notice of termination to support@aditazz.com and discontinuing Customer’s use of any and all parts of the Service. Customer’s only remedy with respect to any dissatisfaction with: (i) the Service; (ii) these Terms; (iii) any policy or practice of Aditazz in operating the Service; or (iv) any content or information transmitted or made available through the Service, is to terminate use of the Service in accordance with the foregoing.

14.3  Effect of Termination. Upon the effective date of termination of these Terms or expiration or termination of an Order for any reason: (a) Customer shall immediately cease accessing, and Aditazz may immediately cease providing, the Service; and (b) any and all payment obligations of Customer under these Terms will become due immediately.

14.4  Survival. The following provisions will survive any expiration or termination of these Terms: Sections 1, 6 – 13, 14.3, 14.4, 15 and 16.

15.  Modification of these Terms. Aditazz reserves the right to update or modify these Terms at any time without prior notice, and such changes will be effective: (i) immediately for Orders entered into after such update or modification; and (ii) starting the next Renewal Term, for Orders in effect at the time of such update or modification. Customer’s use of Service or any feature thereof following any such change constitutes Customer’s agreement to be bound by the modified Terms of Service. In the case of any material changes to these Terms, Aditazz will make reasonable efforts to notify Customer of the change, such as through sending an email to any email address that Customer has provided to Aditazz, through a pop-up window on the Service, or any other reasonable mechanism. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.

16.  Miscellaneous Provisions

16.1  General. These Terms constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Except as set forth in Section 15, these Terms may only be amended or modified by a writing signed by both parties. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified so as best to accomplish the original intent of the parties to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Any notice or communication required or permitted to be given hereunder may be delivered by registered or certified mail, return receipt requested, or by rapid delivery service with tracking enabled, to (i) Aditazz at the address specified in Section 16.6 below; and (ii) to Customer at the address provided by Customer to Aditazz. Such notice will be deemed to have been given as of the date it is delivered.

16.2  Privacy Policy. Please read the Aditazz Privacy Policy carefully for information relating to our collection, use, storage, disclosure of the personal information Customer provides or otherwise makes available to us in connection with Customer’s access and use of the Service. The Aditazz Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

16.3  Security Policy. Please read the Aditazz Security and Reliability Policy carefully for information relating to the manner in which Aditazz secures and manages the use, transfer, and storage of Customer Data. The Aditazz Security and Reliability Policy is incorporated by this reference into, and made a part of, these Terms.

16.4  Additional Terms. Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

16.5  Consent to Electronic Communications. By using the Service, Customer (including Customer’s Authorized Users) consents to receiving certain electronic communications from us as further described in the Aditazz Privacy Policy. Please read the Aditazz Privacy Policy to learn more about our electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that we send to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

16.6  Contact Information. The Service is offered by Aditazz Inc., located at Aditazz Inc., c/o OutForce LLC, 2811 Mission College Blvd, 7th Floor, Santa Clara, CA 95054. Customer may contact us by sending correspondence to that address or by emailing us at support@aditazz.com. Customer can access a copy of these Terms of Conditions.

16.7  Force Majeure. Except for the obligation to pay money, neither party will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, cyber attacks or war, hosting or similar services outages or denial of service other than for such party’s breach (such as Amazon Web Services outages or denial of service), cyber attacks, worms, bots, or similar malware.

16.8  Governing Law; Venue. These Terms, and all matters arising out of or relating to these Terms, shall be governed by the laws of the State of California (without giving effect to choice of law rules). The parties will act in good faith in order to settle between themselves any claim or dispute (hereinafter referred to as a “Dispute”) arising out of or in connection with these Terms, including any question regarding its effectiveness, validity or termination. If the parties are unable to reach a settlement with respect to any Dispute within thirty (30) days after the date on which a party first notified the other party of the Dispute in writing, the Dispute will be finally and exclusively settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association (hereinafter referred to as the “AAA Rules”) in force at the date of commencement of such arbitration, and by a single arbitrator appointed in accordance with the AAA Rules. The seat as well as the location of the arbitration shall be San Francisco, California.

16.9   Independent Contractors; Subcontractors. Aditazz and Customer are independent contractors. These Terms will not establish any relationship of partnership, joint venture, employment, franchise or agency between Aditazz and Customer. Neither Aditazz nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. Aditazz shall have the right to use such subcontractors and third parties as it deems necessary to carry out its duties or exercise its rights under these Terms.

 

16.10  Assignment. Neither party shall have the right to assign these Terms, in whole or in part, or any of its rights or obligations under these Terms, without the prior written consent of the other party, except that each party may assign these Terms as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of its assets to which these Terms relate. Any attempted assignment or delegation without such consent will be void. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s successors and permitted assigns.

Aditazz Inc. Terms of Service Version 2.0, January 2019