BY CLICKING THE "I AGREE" OR SIMILAR BUTTON, CREATING AN ACCOUNT, OR BY USING ANY OF THE PRODUCTS (DEFINED BELOW), CUSTOMER ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT.
This Agreement applies to the following Action for Results, Inc. offerings, as further defined below (collectively, the "Products"):
- AfR Academy;
- Any Beta Offerings;
- Any related Support; and
- Any related Professional Services.
Term and Termination
This agreement starts upon customer acceptance of terms as defined above and will continue in effect until terminated by a Party in accordance with this section.
Termination for Convenience. Account Cancellation.
Either Party may terminate this Agreement, without cause, upon at least thirty (30) days' prior written notice before the end of the then-current Subscription Term. If Customer elects to terminate an Agreement, it is Customer's responsibility to properly cancel its account on AfR Academy by going into their account settings.
Termination for Material Breach.
Either Party may terminate this Agreement immediately upon notice if the other Party breaches a material obligation under this Agreement and fails to cure the breach within thirty (30) days from the date it receives notification. Each Party also reserves the right to terminate this Agreement immediately upon written notice, without giving the other Party a cure period, as follows: by Action for Results, Inc., if Customer breaches any of the terms of this Agreement relating to Action for Results, Inc. intellectual property, or if Customer’s account has been suspended for more than ninety (90) days; or by either Party, if the other breaches its confidentiality obligations under this Agreement.
Neither Party will use the other Party's Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing such Confidential Information only to its Representatives who (i) have a need to know such information, (ii) are parties to appropriate agreements sufficient to comply with this section, and (iii) are informed of the restrictions on use and disclosure set forth in this section. Each Party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable such Party to contest such order or requirement, unless such notice is prohibited by law. The restrictions set forth in this section will survive the termination or expiration of this Agreement.
(i) Generally. Except as expressly provided in this Agreement, Action for Results, Inc. does not make any other warranties and representation of any kind, and hereby specifically disclaims any other warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties or conditions arising out of course of dealing or usage of trade. No advice or information, whether oral or written, provided by Action for Results, Inc. or anywhere else will create any warranty or condition not expressly stated in this Agreement.
(ii) Service. Action for Results, Inc. provides the Service “AS IS” and “AS AVAILABLE” without warranty of any kind. Without limiting this, Action for Results, Inc. expressly disclaims all warranties, whether express, implied or statutory, regarding the Service, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Action for Results, Inc. does not warrant that the Service will meet Customer's requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. Action for Results, Inc. will not be responsible for any risk of loss resulting from Customer's downloading and/or use of files, information, Content or other material obtained from the Service.
(iii) Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings may not be as reliable or available as the Service. Action for Results, Inc. will have no liability arising out of or in connection with Beta Offerings. Customer uses Beta Offerings at its own risk.
Intellectual Property Rights
As between the Parties, Action for Results owns all right, title and interest, including all intellectual property rights, in and to the Products. Action for Results reserves all rights in and to the Products not expressly granted to Customer under this Agreement. Action for Results may use, modify, and incorporate into its Products, any Feedback, comments, or suggestions that Customer may provide or post in forums or discussion channels without any obligation to Customer.
Customer may provide Feedback to Action for Results, Inc. regarding the Products or Services. Feedback is voluntary and is not Customer Confidential Information, even if designated as such. Action for Results, Inc may fully exercise and exploit such Feedback for the purpose of (i) improving the operation, functionality and use of Action for Results, Inc’s existing and future product offerings and commercializing such offerings; and (ii) publishing aggregated statistics about the quality of the Products, provided that no data in any such publication will be used to specifically identify Customer, its employees or Customer’s proprietary or confidential information.
Content Responsibility; Ownership; License Rights.
Responsibility for User-Generated Content.
Customer may create or upload User-Generated Content while using the Service. Customer is solely responsible for any User-Generated Content that it posts, uploads, links to or otherwise makes available via the Service, regardless of the form of that User-Generated Content. Action for Results, Inc. is not responsible for any public display or misuse of User-Generated Content.
Ownership of Content, Right to Post, and License Grants.
(i) Customer retains ownership of Customer Content that Customer creates or owns. Customer acknowledges that it: (a) is responsible for Customer Content, (b) will only submit Customer Content that Customer has the right to post (including third party or User-Generated Content), and (c) Customer will fully comply with any third-party licenses relating to Customer Content that Customer posts.
(ii) Customer grants the rights set forth below, free of charge and for the purposes identified below until such time as Customer removes Customer Content from Action for Results, Inc. servers.
License Grant to Action for Results.
Customer grants to Action for Results, Inc. the right to store, parse, and display Customer Content, and make incidental copies only as necessary to provide the Service. This includes the right to copy Customer Content to Action for Results, Inc.'s data store and make backups; display Customer Content to Customer; and perform Customer Content, in case it is something like music or video. This license does not grant Action for Results, Inc. the right to sell, distribute or use Customer Content outside of the Service. Customer grants to Action for Results, Inc. the rights it needs to use Customer Content without attribution and to make reasonable adaptations of Customer Content as necessary to provide the Service.
License Grant to External Users.
(i) Any Content that Customer posts publicly may be viewed by others. By posting content publicly Customer agrees to allow External Users to view such content.
(ii) If Customer posts content publicly, Customer grants to External Users a nonexclusive, worldwide license to use, display, and perform Customer Content through the Service. If Customer is uploading Customer Content that it did not create or own, Customer is responsible for ensuring that the Customer Content it uploads is licensed under terms that grant these permissions to External Users.
In some situations, third parties' terms may apply to Customer’s use of the Service. For example, Customer may download an application that integrates with the Service; or Customer may use another service in conjunction with the Service. While this Agreement is Action for Results’s full agreement with Customer, other parties' terms govern their relationships with Customer.
Customer is responsible for: (i) all Content posted and activity that occurs under its account; (ii) maintaining the security of its account login credentials; and (iii) promptly notifying Action for Results, Inc. upon becoming aware of any unauthorized use of, or access to, the Service through its account. Action for Results, Inc. will not be liable for any loss or damage from Customer’s failure to comply with this section.
If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the Parties will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions of this Agreement will continue in full force and effect.