1. Accelium Consulting Inc's Proprietary Rights and Permitted Use
The Website and the Services are the sole and exclusive property of Accelium Consulting Inc and/or its suppliers. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website or Services, use of the Website or Services, or access to the Website or Services. Use of the Website or the Services in any way not expressly permitted by this Agreement is prohibited, and may be actionable under United States or international law.
So long as you agree with and comply with the terms of this Agreement, and unless this Agreement is otherwise terminated by Accelium, you are permitted to view and use the Website and the Services solely for your own use; provided, however, that you may not duplicate, publish, modify, distribute or create derivative works from any content located on the Website or offered through the Services unless expressly authorized in advance in writing by Accelium. You agree that you will not remove or modify any acknowledgements, credits or legal notices contained on the Website.
You hereby acknowledge and agree that, as between Accelium and you, all right, title, and interest in and to the Website and the Services, including without limitation any patent rights, patents, business methods, copyrights, trademarks, trade secrets, inventions, know-how, and all other intellectual property rights pertaining thereto, shall be owned exclusively by Accelium.
You agree not to access the Website by any means other than through the interface that is provided by Accelium. You further agree that you will not collect any information from or through the Website or Services using any automated means, including without limitation any script, spider, "screen scraping," or "database scraping" application. You will not damage, disable, overburden, or impair the Website or the Services or interfere with any other party's use and enjoyment of it. Accelium may make software available to you for download, and your download and use of such software shall be subject to a separate license agreement.
2. User Contributions to the Website
Accelium provides users with the opportunity to contribute to the Website. You understand that all information, data, text, links, articles, software, photographs, graphics, video, music, sound, messages and other content posted by you on the Website (collectively, the "User Content"), whether publicly posted or privately transmitted, are your sole responsibility, and that you are solely and exclusively responsible for all such User Content. By posting, providing, or otherwise making available any User Content, you hereby grant to Accelium and its affiliates a worldwide, irrevocable, royalty-free, nonexclusive, limited license to reproduce, use, adapt, modify, publish, translate, publicly perform, publicly display, distribute and create derivative works from such User Content in any form in any medium, and Accelium may sublicense all or part of its rights under this license or assign them to third parties. You waive all moral rights with respect to any User Content. You also represent and warrant that: (i) you own the content posted by you on or through the Website or otherwise have the right to grant the license set forth in this section; (ii) your posting of the content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; and (iii) your posting of the User Content is in compliance with the Code of Conduct. You further agree that Accelium is free to use any ideas, know-how, concepts, techniques or other materials you send us for any purpose.
You acknowledge that Accelium does not pre-screen User Content, but reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Website. Without limiting the foregoing, Accelium shall have the right to remove any User Content that violates this Agreement (including without limitation the Code of Conduct), or is otherwise objectionable as determined in Accelium's sole and absolute discretion. You acknowledge that Accelium does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate, and bear all risks associated with, your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
Your conduct in connection with the Website and the Services is governed by Accelium's Code of Conduct, which is hereby incorporated herein by this reference. If you discover materials on the Website that violate this Agreement, including without limitation the Code of Conduct, please notify us at email@example.com
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ACCELIUM, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS, AND OTHER PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (a) USER CONTENT YOU SUBMIT, POST TO, OR TRANSMIT THROUGH THE WEBSITE; (b) YOUR USE OF THE WEBSITE OR THE SERVICES; OR (c) YOUR VIOLATION OF THIS AGREEMENT, ANY APPLICABLE LAWS, OR THE RIGHTS OF ANY THIRD PARTY.
4. Links and Search Results
The Website may provide links and/or search results, and third parties may provide information that reference or link to other websites or resources. Accelium has no control over such sites and resources, and you acknowledge and agree that Accelium is not responsible for the content or information contained therein.
Accelium, the Accelium logo and other marks are trademarks/service marks of Accelium. Unauthorized use of any Accelium trademark, service mark or logo may be a violation of federal and state trademark laws. All third party trademarks are the property of their respective owners, and cannot be used without permission. Third party trademark references herein do not constitute or imply affiliation with, endorsement, or recommendation of Accelium or the Services by the respective trademark owners.
6. Communications with Third Parties
Your dealings or communications through the Website with any party other than Accelium are solely between you and that third party. Under no circumstances will Accelium be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto.
7. No Professional Advice
You acknowledge that Accelium does not provide professional advice, and you agree that you will not use the Website as a substitute for or supplement to advice from a qualified professional, whether they be a financial, legal or other professional.
8. Modifications to Site
Accelium reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or the Services, or any portion thereof, with or without notice. You agree that Accelium shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website.
9. Suspension and/or Termination Rights
Accelium reserves the right, at its sole discretion, immediately and without notice, to suspend or terminate the Agreement, your registration for any program, your ability to access the Website, your ability to utilize any Services and/or to remove any User Content, for any reason, including without limitation any breach by you of this Agreement or conduct by you that Accelium determines in its sole and absolute discretion to be inappropriate. You agree that Accelium shall not be liable to you or any third-party for any such suspension or termination.
10. Notice of Claims for Copyright Infringement; Copyright Policy
If you are a copyright owner or agent thereof and believe that content posted on the Website by one of our users infringes upon your copyright, please submit notice, pursuant
to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) the URL of the location on our Website containing the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. We can be reached at: ATTN: President, 213 Carnegie Center, # 8405, Princeton, NJ 08543-9998, or by phone at +1-609-423-6600 or by email at firstname.lastname@example.org.
13. Password and Security
You may receive a password and account designation upon completing the Website's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Accelium of any unauthorized use of your password or account or any other breach of security, and (b) log out of your account at the end of each session.
14. Disclosure of Personal Information and User Content
Without limitation of any of the rights granted to Accelium herein, you acknowledge and agree that Accelium may preserve and disclose your personal information and/or any User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce our rights; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Accelium, any individual or the public.
The Website is not directed toward children under 13 years of age nor does Accelium knowingly collect information from children under 13. If you are under 13, please do not submit any personally identifiable information to Accelium.
16. U.S. Export Controls
The Website is operated by Accelium from its offices in the United States, using a US based Internet Services and Hosting Company. Those who choose to access the Website from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.
17. Disclaimer of Warranties
THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ACCELIUM MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACCELIUM DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE OR THE SERVICES, EVEN IF ACCELIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, ACCELIUM'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO ACCELIUM DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE.
19. Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
20. Dispute Resolution and Governing Law
20.1 Binding Arbitration. If you and Accelium are unable to resolve any controversy or claim related to this Agreement (each a "Dispute"), both parties agree that, except for those Disputes expressly excluded below, such Dispute shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). For the convenience of the parties, the arbitration may be conducted in person, through the submission of documents or by phone. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
20.2 Restrictions. You and Accelium agree that any arbitration shall be limited to the Dispute between Accelium and you individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
20.3 Exceptions to Arbitration. You and Accelium agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of Accelium's intellectual property rights; and (2) any claim for injunctive relief.
20.4 Location. Any arbitration will take place in Princeton, NJ. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), shall be decided by a court of competent jurisdiction within Princeton, New Jersey, and you and Accelium hereby submit to the personal jurisdiction of that court.
20.5 Governing Law. Except as otherwise provided for herein, this Agreement shall be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. Those who choose to access the Website or Services from locations outside of the United States do so on their own initiative, and are responsible for