VERSION DATE: December 19th, 2023
This Terms and Conditions Agreement constitutes a legally binding agreement made between you, wether personally or on behalf of a entity (“user” or “you”) and Aurient Tech, and its affiliated companies (collectively, “Company” or “we” or “use” or “our”), concerning your access to and use of the Aurient Tech technologies, apps, services, websites, or software. Aurient tech provides service for designing, building and operating custom website applications with use of databases as needed. Aurient Tech makes no representation that our services are appropriate or available in other locations other than where it is operated by the company. The information provided by Aurient Tech is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Aurient Tech to any registration requirement with such jurisdiction or country. Accordingly, those persons who choose to use Aurient Tech services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use our services. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you using the Website. Persons under the age of 13 are not permitted to register for our services. YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE AURIENT TECH SERVICES. 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 THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE AURIENT TECHS SERVICES. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE WEBSITE SERVICES OR THE WEBSITE. CHANGES TO TERMS AND CONDITIONS: The terms and conditions may be adjusted at the companies (Aurient Techs) discretion, you agree that you will be responsible for reviewing and understanding of the new terms and conditions when updated. If you continue to use our services when the terms and conditions have been adjusted, you immediately agree to the new terms and conditions stated. If you do not agree with, or do not wish to continue to agree with the new terms and conditions you agree to end all usage of Aurient Tech services and making the necessary payments if applicable. Notifications of adjustments may be sent to any and all clients using Aurient Techs services but is not required as these terms and conditions will be made public to all that use our software, you hereby agree that you will be responsible for reading and understanding all updated terms and conditions. USERS RESPONSIBILITIES: The services provided by Aurient Tech will provide tools to assist users in personal projects, businesses, or any other endeavor they desire as long as their projects are within the legal parameters of where they reside. Aurient Tech will provide the instructions on how to use our technologies, services to assist with our technologies, and functionality as provided to you by Aurient tech as part of our services and in accordance with this agreement; provided that you do not (and do not permit anyone else to) coy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the software, and you shall not exploit Aurient Tech services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE OUR TOOLS AND FUNCTIONALITY OR ANY PART OF THE WEBSITE SERVICE, EXCEPT FOR USE OF THE WEBSITE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. As part of Aurient Tech services, we may from time to time add updates to the software. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the software. You agree that Aurient Tech may automatically update the software as part of the Website Services. Open source software is important to us. Some software used in the Website Services may be offered under an open source license. There may be provisions in an open source license that expressly overrides some of these terms. Although we perform regular routine backups of data, you are primarily responsible for all Application Content that you have transferred or that relates to any activity you have undertaken using the Aurient Tech services. You agree that Aurient Tech shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data. You are solely responsible for downloading all Application Content prior to termination of your subscription to the Website Service, and Company may delete all such Application Content at any time following such termination. By using Aurient Techs services you represent and warrant that: 1. All registration information you submit and will submit is truthful and accurate 2. You will maintain the accuracy of such information 3. You will keep your password confidential and will be responsible for all use of your password and account 4. You are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use Aurient Techs services 5. Your use of Aurient Tech Services does not violate any applicable law or regulation If you provide any information that is untrue, inaccurate, not current or incomplete, or Aurient Tech has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Aurient Tech has the right to suspend or terminate your account and refuse any and all current or future use of our services (or any portion thereof). You are responsible to Aurient Tech for the violation of this Agreement by any employee or agent of yours, any other person whom you have given access to our services, and any person who gains access to your account as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Aurient Tech for any fees arising from the use of our services by any of these persons, even if that use was not authorized by you. Regarding Aurient Tech Content When developing and operating websites and databases, you will submit, post, display, transmit, perform, publish, distribute, broadcast as well as obtain from users of your applications content and materials which may include, data, text, writings, video, audio, photographs, and personally identifiable information or other material (collectively "Application Content"). You represent and warrant that: a. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of Application Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party; b. you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Aurient Tech and the users to use Application Content as necessary to exercise the licenses granted by you under this Agreement; c. you have the written consent, release, and/or permission of each and every identifiable individual person in the Application Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Aurient Tech content in the manner contemplated by our services; d. Content is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Company), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party; e. Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors; f. Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap; and g. Content does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation. WEBSITE CONTENT: You hereby grant, and you represent and warrant that you have the right to grant, to Aurient Tech an unrestricted, unconditional, unlimited, irrevocable, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such content (including, without limitation, your image and voice) for any purpose related to the operation of Aurient Techs services, and to grant and authorize sublicenses of the foregoing Aurient Tech service providers. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. Aurient Tech does not assert any ownership over your content; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your content and any intellectual property rights or other proprietary rights associated with your content. Aurient Tech reserves the right to take steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You acknowledge and agree that Aurient Tech may, without liability to you, access, use, preserve and/or disclose your account information and Application Content to law enforcement authorities, government officials, and/or a third party, as Company believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Aurient Tech, its users, a third party, or the public as required or permitted by law. Aurient Tech has the right, in our sole and absolute discretion, to pre-screen or delete any application content that is determined to be inappropriate or otherwise in violation of this Agreement. PURCHASES AND PAYMENTS: Aurient Tech bills you through an online billing account for purchases of subscriptions to our services. You agree to pay Aurient Tech all charges and the prices then in effect for services you or other persons using your billing account may purchase, and you authorize Aurient Tech to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable service. Additionally, subscription levels are subject to usage limits (e.g., maximum number of pages, or 10GB of user data). If your usage exceeds the usage limit for your subscription level, then your subscription will automatically be upgraded to the subscription level that covers such expanded usage or you will cover the additional cost at the company's discretion and you hereby authorize Aurient Tech to bill your payment method for the additional cost or subscription fees applicable to such new costs. Aurient Tech reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Aurient Tech may change prices at any time. All payments shall be in U.S dollars (United States Dollars). Charges that are not disputed within 30 days of the date charged are conclusively deemed accurate. Fees are exclusive of taxes and you will pay or reimburse Aurient Tech for all taxes arising out of this Agreement, whether assessed at the time of your purchase or are thereafter determined to have been due. “Taxes” means any sales, use and other taxes (other than taxes on Aurient Techs income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You agree to promptly provide Aurient Tech with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption. You account will be considered delinquent if you or your payment method fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your account may be terminated, suspended, archived, or purged from our services if you account is delinquent for more than 10 days. Aurient Tech may impose a charge to restore your information or data from delinquent accounts. Aurient Tech may choose to bill through an invoice. Full payment for invoices issued by any given month must be received by Aurient Tech 30 days after the mailing date of the invoice, or the service may be terminated. Unpaid invoices are subject to interest of 2% per month on any outstanding balance or the maximum permitted by law, plus all expenses of collection, including attorneys’ fees. REFUND POLICY All sales that are signed by you are final and no refunds shall be issued. CANCELLATION To cancel our services on a subscription basis, you must follow the process we specify on our website. If you cancel, Aurient Tech services will end at the end of your current subscription term. If you fail to cancel as required, we will automatically renew our services for the same term and will charge your payment method on file with us commencing on the first day of the renewal term. APP LICENSE If you are accessing Aurient Techs services via phone, computer, or any other device, then Aurient Tech grants you a revocable, non-exclusive, non-transferable, limited right to install and use our services on wireless handsets owned and controlled by you, and to access and use our application or services on such devices strictly in accordance with the terms and conditions of this license. You shall use the application strictly in accordance with the terms of this license and shall not: decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; make any modification, adaptation, improvement, enhancement, translation or derivative work from the application; violate any applicable laws, rules or regulations in connection with your access or use of the application; remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers or the licensors of the application; use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application. You acknowledge that Aurient Tech may from time to time issue upgraded versions of the application and may automatically electronically upgrade the version of the application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and your continued use of the application constitutes your agreement to the terms and conditions of this Agreement will apply to all such upgrades. There may be open source components in an application subject to certain open source license terms or specific provisions, which will be referenced within the application, and which will override these application license provisions. TO APPLE AND ANDROID DEVICES The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access Aurient Tech services, software or technologies. You acknowledge that this Agreement is concluded between you and Aurient Tech only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Aurient Tech, not an App Distributor, is solely responsible for the Aurient Tech application and the content thereof. SCOPE OF LICENSE: The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. MAINTENANCE AND SUPPORT: Company is solely responsible for providing any maintenance and support services with respect to the Company application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Company application. WARRANTY: Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Company application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Company application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility. PRODUCT CLAIMS: You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Company application or your possession and use of the Company application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the Company application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application. THIRD PARTY BENEFICIARY: Company and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. FEEDBACK You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about Aurient Tech or our services, technologies, softwares provided to you by Aurient Tech are non-confidential and Aurient Tech shall be entitled to the unrestricted use and dissemination of the feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. PROHIBITED ACTIVITIES You may not access or use Aurient Tech services, technologies, software, or anything Aurient Tech owned for any other purpose other than that for which Aurient Tech makes it available. Aurient Tech may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved Aurient Tech. Prohibited activity includes, but is not limited to: 1. criminal or tortious activity; 2. systematic retrieval of data or other content from Aurient Tech to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Aurient Tech; 3. making any unauthorized use of Aurient Tech, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; 4. tricking, defrauding or misleading Aurient Tech and other users, especially in any attempt to learn sensitive account information such as passwords; 5. engaging in any automated use of Aurient Tech, such as using any data mining, robots or similar data gathering and extraction tools; 6. interfering with, disrupting, or creating an undue burden on Aurient Tech or the networks or services connected to the Aurient Tech; 7. attempting to impersonate another user or person or using the username of another user; 8. selling or otherwise transferring your profile; 9. using any information obtained from Aurient Tech in order to harass, abuse, or harm another person; 10. using the Aurient Tech as part of any effort to compete with Aurient Tech or to provide services as a service bureau; 11. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of Aurient Tech; 12. attempting to bypass any measures of the Aurient Tech designed to prevent or restrict access to Aurient Tech, or any portion of Aurient Tech; 13. harassing, annoying, intimidating or threatening any Aurient Tech employees or agents engaged in providing any portion of Aurient Tech services to you; 14. deleting the copyright or other proprietary rights notice from Aurient Tech content; 15. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses Aurient Tech, or using or launching any unauthorized script or other software; or 16. using Aurient Tech in a manner inconsistent with any and all applicable laws and regulations. Aurient Tech shall only be used for lawful purposes and you shall use Aurient Tech only in compliance with this Agreement and all other applicable U.S., state, local and international laws in your jurisdiction, including: 1. the CAN-SPAM Act; 2. Canada's Anti-Spam Legislation; 3. any policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws; 4. laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services; 5. laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards; 6. laws that govern lotteries, sweepstakes, contests and promotions; 7. laws that govern the collection of donations and charitable giving. You further agree to refrain from unethical, false or misleading advertising, promotions or sales efforts and practices in connection with your use of the Website Service. You may not use the Website Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. MESSAGING: Aurient Tech services, applications, software, or any other items owned by Aurient Tech may not be used for the sending of unsolicited messages (sometimes called "spam"). You are responsible for ensuring that your use of the Aurient Tech does not generate a number of spam or other complaints in excess of industry norms. We may terminate your access to or use of Aurient Tech services if we determine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. As a matter of privacy, we will not share with you information about those recipients who complain about your use of Aurient Tech services or file a spam report against you. You agree to import, access or otherwise use only contact lists in connection with Aurient Tech for which all listed parties have consented to receive correspondence from you (such as by opting into your mailing list link). We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or campaigns from entering, utilizing or remaining within our network. You agree that you shall not utilize Aurient Tech services to send any message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose) (a "commercial electronic mail message" as defined in the CAN-SPAM Act or Canada's Anti-Spam Legislation) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting. INTELLECTUAL RIGHTS: Aurient Tech and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Aurient Tech, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Website Services, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Aurient Tech graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the U.S. and/or other countries. Aurient Tech's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Aurient Tech. All content of Aurient Tech is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Aurient Tech. Aurient Tech reserves all rights not expressly granted to you in and Aurient Tech and Aurient Tech Content and Marks. You hereby give Company the right to use your business' name, logos, trademarks, and service marks on Company’s customer lists which may be displayed on the Website and in other publications in whatever media form. THIRD PARTY CONTENT Aurient Tech contains (or you may be sent through Aurient Tech or Aurient Tech services) links and integrations to other websites and services ("Third Party Services") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Services and Third Party Content are not monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Services accessed through Aurient Tech or any Third Party Content posted on, available through or installed from Aurient Tech, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Services or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Service or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave Aurient Tech and/or access the Third Party Service or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website or service to which you navigate from Aurient Tech or relating to any applications you use or install from Aurient Tech. Any purchases you make through Third Party Service will be through other websites and from other companies, and Aurient Tech takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party SITE MANAGEMENT: Aurient Tech reserves the right but does not have the obligation to: 1. monitor Aurient Tech services for violations of this Agreement; 2. take appropriate legal action against anyone who, in Aurient Tech’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities; 3. in Aurient Tech’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy; 4. in Aurient Tech’s sole discretion and without limitation, notice or liability to remove from the Website Service or otherwise disable all files and content that are excessive in size or are in any way burdensome to Aurient Tech’s systems; 5. otherwise manage Aurient Tech services in a manner designed to protect the rights and property of Aurient Tech and others and to facilitate the proper functioning of the Website. PRIVACY: Aurient Tech puts user privacy above all else. Please review Aurient Tech’s Privacy Policy. By using Aurient Tech’s services or anything owned by Aurient Tech, you are consenting to have your personal data transferred to and processed in the United States. By using Aurient Tech or the anything owned by Aurient Tech, you are consenting to the terms of our Privacy Policy. You hereby warrants and represents that you will provide all appropriate notices obtain all required informed consents and/or have any and all ongoing legal bases comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the the GDPR (as defined below)), for allowing Aurient Tech to use and process the data in accordance with this Agreement (including, without limitation, the provision of such data to Aurient Tech (or access thereto) and the transfer of such data by Aurient Tech to its affiliates, subsidiaries and subcontractors, including transfers outside of the European Economic Area), for the provision of Aurient Tech services and the performance of this Agreement. DATA PROTECTION LAWS Unless otherwise specified in writing by Aurient Tech, Aurient Tech does not intend uses of the Website Services to create obligations under the U.S. Health Insurance Portability and Accountability Act (“HIPAA”) and its related rules and regulations, as amended, the European Union Directive 95/46/EC (the Data Protection Act or “DPA”), as amended by the European Union General Data Protection Regulation (“GDPR”), and their related rules and regulations, or any other similar local, national, regional or international data protection laws (collectively, “Data Protection Laws”) and makes no representations that Aurient Tech satisfy such requirements for user. Because Aurient Tech may not be able to independently determine whether a user or Aurient Tech services may be subject to the Data Protection Laws, user must: 1. notify and obtain Company’s prior consent to use the Website Services where subject to such Data Protection Laws 2. enter into a written HIPAA Business Associate Agreement (“HIPAA BAA”) and/or regional data processing addendum, or other applicable written addendum with Aurient Tech, as applicable. User will not use Aurient Tech for any purpose or in any manner involving data which is subject to such Data Protection Laws (including without limitation if user is or becomes a “covered entity” or “business associate” as defined under HIPAA) unless user has received such prior written consent to such use from Aurient Tech and entered into a separate written addendum with Aurient Tech with respect to such as required under this section. Failure to comply with this section may result in termination of user’s account and this Agreement in Aurient Tech’s sole discretion. TERMINATION: This Agreement shall remain in full force and effect while you use Aurient Tech’s services or are otherwise a user or subscriber of Aurient Tech, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, AURIENT TECH RESERVES THE RIGHT TO, IN AURIENT TECH’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF AURIENT TECH SERVICES AND ALL OTHER SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND AURIENT TECH MAY TERMINATE YOUR USE OR PARTICIPATION IN SERVICES AND ANY AURIENT TECH SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN AURIENT TECH’S SOLE DISCRETION. In order to protect the integrity of Aurient Tech and any services, technologies, software, or anything else owned by Aurient Tech, Aurient Tech reserves the right at any time in its sole discretion to block certain IP addresses from accessing Aurient Tech’s services. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF AURIENT TECH’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CONTACT A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS. If Aurient Tech terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Aurient Tech reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. If you become aware that any of Aurient Tech services violates this Agreement, you will immediately suspend the service and/or remove the relevant content. If you fail to suspend or remove as noted in the prior sentence, Aurient Tech may specifically request that you do so. If you fail to comply with our request to do so, then Aurient Tech may disable the software or service and/or disable your account (as may be applicable) until such violation is corrected except to the extent prohibited by applicable law. Despite the foregoing, if there is an emergency security issue, then Aurient Tech may automatically suspend the offending service and/or account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the emergency security issue. AGREEMENT: Aurient Tech may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use Aurient Tech services after any such modification becomes effective. Aurient Tech may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting. SERVICES: Aurient Tech reserves the right at any time to modify or discontinue, temporarily or permanently, Aurient Tech’s services (or any part thereof) with or without notice. You agree that Aurient Tech shall not be liable to you or to any third party for any modification, suspension or discontinuance of our services. DISPUTES WITH: Users If there is a dispute between users of Aurient Tech, or between users and any third party, you understand and agree Aurient Tech is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Aurient Tech, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or Aurient Tech services. Company All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to Aurient Tech or its services shall be governed and construed by the law of Nebraska, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Aurient Tech arising out of or related in any respect to our services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over York County, York Nebraska; subject, however, to the right of Aurient Tech, at the Aurient Tech's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to Aurient Tech or its services (including your visit to or use of Aurient Tech or our services) be instituted more than one (1) year after the cause of action arose. You will be liable for any attorneys' fees and costs if we have to take any legal action to enforce this Agreement. CORRECTIONS Occasionally there may be information on Aurient Tech that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Aurient Tech reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice. DISCLAIMERS YOU AGREE THAT YOUR USE OF AURIENT TECH AND AURIENT TECH’S SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AURIENT TECH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH ANY AURIENT TECH SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. AURIENT TECH MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, ACCURACY OR COMPLETENESS OF THE WEBSITE SERVICE, CONTENT, OR OF ANY SERVICES LINKED TO THE WEBSITE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF AURIENT TECH, CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM AURIENT TECH’S SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH AURIENT TECH SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN AURIENT TECH SERVICES, ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE AURIENT TECH SERVICES, ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA AURIENT TECH SERVICES. AURIENT TECH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH AURIENT TECH OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND AURIENT TECH WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. AURIENT TECH SERVICES ARE NOT INTENDED FOR HIGH RISK ACTIVITIES. LIMITATIONS OF LIABILITY IN NO EVENT SHALL AURIENT TECH OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF AURIENT TECH SERVICES, EVEN IF AURIENT TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AURIENT TECH’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR AURIENT TECH SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. INDEMNITY You agree to defend, indemnify and hold Aurient Tech, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your content, use of the Aurient Tech’s services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Aurient Tech will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. ELECTRONIC CONTRACTING Your use of the Aurient Tech services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE WEBSITE SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility. GOVERNMENT USERS If you are a U.S. government entity, you acknowledge that any software and documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212. MISCELLANEOUS This Agreement constitutes the entire agreement between you and Aurient Tech regarding the use of our services. The failure of Aurient Tech to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Aurient Tech may assign any or all of its rights and obligations to others at any time. Aurient Tech shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Aurient Tech's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Aurient Tech’s request, you will furnish Aurient Tech any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Aurient Tech by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.