Acceptance of Terms of Service Agreement This Terms of Service (TOS) agreement is between you (Client) and Acculine Systems, LLC , a Delaware limited liability company, and its legal successors and assigns. By accepting this Terms of Service (TOS) electronically or in writing, and/or by using Acculine’s services, including but not limited to, submission of content to Acculine’s design department, payment or authorization of payment, you (Client) agree to be bound by the following terms and conditions. Client also agrees that Client’s electronic acceptance of this TOS shall have the same force and effect as if Client had agreed to this TOS in writing.

Acculine provides its services to Client subject to the following TOS, which may be updated from time to time without notice. Client should periodically review the most current version of the TOS at https://www.activewebworks/terms.html. Failure to comply with the TOS may result in account termination. By using Acculine’s services Client agrees to (and hereby signs) the most current version of the TOS. If Client does not expressly reject the TOS and cancel Client’s account within 3 days from the date of initial sale, Client agrees to (and hereby signs) the TOS and Acculine is instructed to commence work on the Client’s project as if Client had expressly accepted the TOS.

Client’s acceptance of the TOS is binding upon all Acculine services including the purchase of additional or accounts at a later date.

Privacy Personal data and certain other information about the Client are subject to Acculine’s Privacy Policy. For more information see the privacy policy at  https://activewebworks.com/privacy.html . By using Acculine’s services Client also agrees to the most current version of Acculine’s Privacy Policy.

Call Monitoring and Recording As part of Acculine’s commitment to providing the best possible service Acculine may monitor and record phone calls answered by Acculine and made by Acculine. Acculine may also archive recorded voice mail messages. Acculine records calls for training purposes, to improve customer service, and to ensure an accurate record of Client calls, which may be needed to support transactions that take place over the phone. This allows Acculine to identify how Acculine can better serve its customers.

Acceptable Use As Acculine strives to offer the very best service, there are certain guidelines and policies that must govern Acculine’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of Acculine’s services. Such decisions are at the sole discretion of Acculine. Unacceptable practices include, but are not limited to: • Adult or pornographic material including, but not limited to, sexually explicit or suggestive material • Sexually oriented products or services (e.g. escort services), or other sexually oriented material • Nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes) • Fetish websites • Lingerie websites • Offensive or otherwise distasteful material • Content or language that is harmful to minors in any way • Bulk emailing tools • Distribution of internet viruses or other harmful or destructive activities • Hacking and cracking • Scams or phishing for personal information • Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at Acculine’s discretion) • Gambling, gaming, lotteries, and like activities • Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language • Defamatory, hateful or revenge content or language. • Aids to pass drug tests or aids to pass lie detector tests. • Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism, software piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties • MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products • Reverse Funnel Systems • Cash Gifting • Illegal drugs or drug paraphernalia • Prescription drugs and related content • Alcohol sales • Tobacco sales • Miracle cures • Fake documents • Fireworks, pyrotechnics, firearms, explosives or weapons. • Intentional or unintentional violations of any applicable local, state, national or international law. • Reselling of email accounts or hosting accounts to third parties. • Reselling of any Acculine services including, but not limited to, design services, updates, and WTD to third parties without a written re-seller agreement. • Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email • Links to other sites that are in violation of Acculine’ policies and guidelines • Other activities, whether lawful or unlawful, that could reflect adversely on Acculine or Acculine’s other clients • Acculine reserves the right to refuse to design or host an account at its sole discretion at anytime.

As an Acculine Client, you agree to conduct your business in a legal and professional manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client’s web application is the sole responsibility of the Client. Client is fully responsible for all web application or website content and agrees to hold Acculine harmless in the event of third parties’ legal issues brought against Client for Client’s business practices. Acculine retains the right to terminate any accounts that are in violation with the letter or spirit of this TOS. Acculine may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. If an account is terminated by Acculine for a TOS violation the Client is not eligible for a full refund and any refund is subject to the Cancellation Fee and Refund Policy.

As an Acculine Client you may have access to editing tools for your website. Client may edit, add or delete content to the website at anytime. With this understanding Acculine may or may not pre-screen content. Acculine shall have the right (but not the obligation) to pre-screen and refuse or remove any content at its sole discretion. Client agrees that Client bears all risks associated with the use of all content, whether edited or written by Acculine or not, including any reliance upon accuracy, usefulness or completeness. Client acknowledges that Acculine may access, preserve, and disclose Client’s account information and content if required to do so by law or in a good-faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TOS, provide customer service or protect the rights, property, or safety of Acculine and the public.

Intellectual Properties Acculine respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. Acculine may terminate accounts for copyright or trademark infringement, or for any other reason Acculine deems appropriate as it may relate to Client’s use of another’s intellectual property. Acculine will not use copyrighted or trademarked materials on any Client’s web application or website without the express written consent of the copyright or trademark owner. It is Client’s responsibility to ensure that all content submitted to Acculine is original content and free from third-party copyright or trademark protection, or to obtain permission to use from the copyright or trademark owner. Client assumes full liability for any copyright or trademark infringement of Client’s web application or website on any third-party copyright or trademark, including, but not limited to, any infringement due to website content, website design or the look and feel of Client’s web application or website.

Client content that is sent to Acculine will remain the intellectual property of the Client. Acculine does not return original content to the Client. Unless a request to return the original content to the Client is made in writing upon submission of the content, the content will be destroyed. Acculine will attempt to honor requests to return original content; however, Acculine has no liability and does not guarantee the return of any content to Client.

International Compliance Recognizing the global nature of the internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the United States, or the country in which Client resides and/or transacts business, and b) all laws and regulations regarding the collection and processing of personal data, including those relating to the transborder transfer of personal data.

Intrastate and Interstate Communications Client acknowledges that by using Acculine’s services Client will be causing communications to be sent through Acculine’s computer networks, which may be located throughout the United States. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. Client acknowledges that use of Acculine’s services results in interstate data transmissions and may result in transborder transfer of personal data. Client hereby consents to the collection, processing and transborder transfer of such personal information as Client may provide or make available to Acculine.

Development Protocols and Timeframes With help and input from the Client, Acculine will develop the project. Before work may begin, the Client must electronically accept this Terms of Service agreement. Client may submit content to Acculine through Acculine’s online Web Center or Acculine’s email accounts. In submitting content, links to any sample web apps or sites the Client likes are for general information purposes only and assist Acculine with the design of the Client’s custom project. The functionality and detail of any sample web apps or sites will not be duplicated unless such functionality and detail are specifically included and itemized in Acculine’s invoice and/or Database Specifications Summaries and do not infringe upon the intellectual property rights of others.

Acculine will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the web application or website, including, but not limited to when proofing, testing, and/ or copywriting services have been contracted to Acculine. Client will be notified by email when the web application or website is live.

Client understands, agrees and acknowledges that Acculine does not guarantee a time frame for completion of ANY web application or website. This is in part because it is difficult to complete a web application or website without design approvals and participation from the Client. In addition, if the Client continues to submit additional content throughout the development process, or requests additional modifications to the design, the completion time frame is increased. Other factors that may influence the completion date of a web application or website include, but are not limited to, complexity of Client’s project(s), availability of Acculine personnel, accounting status of Client’s account, etc.

If Client does not respond to Acculine communications and, as a result, Acculine is not able to start or complete the web application or services provided , Client is still responsible for all fees incurred including, but not limited to, design purchase price, set-up fees, enhancements purchased. If Client’s web application or website requires custom programming, functionality, flash, e-commerce or the use of a database, the overall development time will be extended.

Approval & Testing Client is responsible for testing the functionality of the web application Acculine’s request for approval, and notification that the web application has been completed. This includes, but is not limited to, functionality of all web application, database, e-commerce store, payment functions, galleries, forums etc. Client web application may be posted live as soon as the web application design is completed by Acculine. Additional features, such as custom database programming, flash programming, etc., will be added to the site as they are completed. The web application may be posted live within 10 to 14 days from purchase if Acculine is required to complete content and design without complete Client input or content from Client.

The Client understands and agrees that if the Client does not respond within 5 business days to Acculine’s request for approval and notification that the web application has been completed and taken live, the web application along with the functionality of the web application and services rendered, will be deemed to be approved by the Client and Client agrees services have been rendered and the functionality of the website has been tested and approved by the Client. The Client understands and agrees that if the Client does not respond to requests for missing information a final notification will be sent to the Client. If the Client does not respond within 5 business days to Acculine’s notification or requests for missing information, the web application, along with the functionality of the web application or website and the services rendered, will be deemed to be approved by the Client, and the web application will be taken live with the missing information “as-is” or “under construction”.

In the event that Acculine completes all of the work per the original sale and database write ups, Acculine reserves the right to move the web application or other services live and deem the work to be completed without Client’s permission if Client will not give approval of the work.

SOW Client understands that the web application purchase and development scope of work (SOW) includes a specific number of pages, features and/or functionality. The Client invoice and/or Database Specifications Summary lists the specific features, functionality and number of pages purchased. The web application only includes those items purchased. If the Client desires additional features, functionality or pages client may request a price quote to purchase as additional enhancements to the website. Additional work requested by the Client outside of the SOW purchased may be charged at an hourly rate or as specific enhancements.

Change Requests Acculine agrees to build a web application and/or database to specifications quoted per the original sale and original invoice. Any additions or changes requested outside of the scope of the original sale, either prior to the custom website going live, or after the web application or has gone live, will be billed at Acculine’s standard hourly rate. Acculine is not obligated to complete Client requests or changes outside of the scope of work on the original invoice. If Acculine does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due.

Custom Programming Acculine does not guarantee a time frame for completion of ANY custom database or custom programming completed by Acculine or an Acculine Partner. If database is completed by Acculine a custom Specifications Summary may be presented to the Client. Acculine agrees to complete the database design according to the specifications outlined. If the Client does not object or respond to the Database Specifications Summary in writing within 5 business days it will be deemed to be accepted by the Client and Acculine may proceed with development of the custom database as outlined. A Database Specifications Summary may not be presented to the Client for purchase of pre-built database modules and e-commerce store modules.

If Client requests changes to a pre-packaged or pre-built database module, or e-commerce site module, changes are to be billed to Client at Acculine’s standard hourly rate. There is no guarantee that changes made by Acculine to a pre-packaged database, pre-built database module, or e-commerce store module will work. Client agrees charges are valid and agrees to pay for all fees incurred for Client’s requested changes to pre-packaged databases, pre-built databases modules, or e-commerce store modules. Once work has begun on a database or custom programming there is No Refund if cancelled.

Client is responsible for testing the functionality of the website upon Acculine’s request for approval and notification that the web application has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming. Upon Client approval of the web application to go live, Client agrees services have been rendered and functionality of web application has been tested and approved by Client. Acculine will instruct Client as to the use of the custom database and the inputting of data related to such database. However, data entry is the sole responsibility of the Client. If the Client requests Acculine to enter data into the database, the Client will be charged, and agrees to pay, for such data entry at Acculine’s standard data entry rates.

Ecommerce.  Client will be provided with instructions to input products into the store. If Client requests Acculine to enter products into the store on Client’s behalf, the Client will be charged, and agrees to pay, for each product added to the store at Acculine’s standard product-entry rates. Client is required to submit store content to Acculine via Acculine’s content spreadsheet. The e-commerce store module is pre-built and any changes to the look or functionality of the pre-built store require custom programming. The Client will be billed at Acculine’s standard hourly rate for requested changes. Client is responsible for testing the functionality of the e-commerce store upon Acculine’s request for approval and notification that the website has been completed. This includes but is not limited to testing the payment functionality. Acculine is not responsible for functionality of third-party services such as, but not limited to, merchant account, or gateway. Upon Client approval of the web application to go live, Client agrees services have been rendered and functionality of web application has been tested and approved by Client.

Add-Ons and Enhancements Client may purchase enhancements to any custom work provided by Acculine Systems or projects that the client provides at the time of initial sale or anytime thereafter. Enhancements to the website may include, but are not limited to, custom programming, database, flash, e-commerce, logos, galleries, rollovers, etc. Client’s requests for enhancements to the original sale will be due and billed separately and at the time of request. 

Some enhancements such as, but not limited to, flash, custom programming, functionality, etc, may require that a specifications summary be presented to the Client. If the Client does not object to the specifications summary within 5 business days, the summary will be deemed to be accepted, and Acculine will proceed with the development as outlined. Once work has begun on enhancements purchased by the Client has 30 days for a Refund from the date of purchase. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a Client cancels an enhancement the original sale is not cancelled.

Tech Support If Client uses Acculine’s technical support services, including but not limited to screen share sessions, Client acknowledges and understands that Acculine does not warranty that technical support services will meet Client’s requirements or be error free.

Email accounts are also provided. Email accounts may be set up and used immediately upon Client’s purchase of website. Client does not need to wait until custom website is live to use email accounts.

Acculine’s technical support department should be contacted at support@activewebworks.com for any concerns or problems with any functionality with the services provided by Acculine Systems. Acculine provides technical support by email with any issues that are caused by Acculine. Tech support is available for a fee per occurrence and at an hourly rate for all other technical support issues. Client agrees to pay for technical support services requested by Client at Acculine’s hourly rate and that Acculine may charge Client’s account for such technical support fees.

Data Storage Client acknowledges that Acculine may establish general guidelines and limits concerning use of Acculine’s services and may modify these guidelines at any time. Limits may include but are not restricted to, the maximum number of days that email messages or other content will be retained, maximum number of email messages that may be sent from or received by an account, the maximum size of any email messages sent and the maximum disk space that will be allotted on Acculine’s servers on Client’s behalf. , Client acknowledges that Acculine is not responsible for backing up Client’s website and data. Client should seek appropriate backup solutions. Changes made by Client using the editing tool or by Acculine may be lost if data loss occurs after a scheduled backup by Acculine.

Security Procedures Acculine will not modify its shared-hosting server settings and configurations to Client’s individual preferences. Acculine routinely scans its servers to ensure compliance with good security practices. Unauthorized security scanning and penetration testing of shared-hosting servers by the Client is strictly prohibited. Acculine at its sole discretion may allow or perform server administration and or customization to client accounts that are hosted on a virtual private server (VPS) or a private server. Such server customization and administration is subject to Acculine standard hourly rates and Client agrees to pay for any and all such customizations requested.

If Client uses its website to collect, store, display, process or otherwise use sensitive or confidential information including but not limited to credit card information, social security numbers, credit or financial information, medical or health care related records, insurance records, sales records, personal information, etc, then Acculine at its sole discretion may require Client to utilize certain services to improve the security of Client’s website. Such services may include security certificates, hosting Client’s site on a Virtual Private Server (VPS) or on a private server, and using programming that encrypts the sensitive or confidential information used by Client’s website. Client understands and acknowledges that there may be costs associated with these services and agrees to pay for said services if use by Client. Acculine reserves the right to terminate Client accounts that refuse to meet Acculine’s security requirements for Client’s website.

Modifications To Completed Sites Client may wish to make changes or updates to the live web application that Acculine is hosting. Most changes can be made using Acculine’s online editors. The online editors may not be available for all web applications, or all pages of a web application. Availability of the online editors is dependent upon the functionality and specifications required for the Client’s web application. If Client desires for Acculine to make changes to web application, design time may be purchased at an hourly rate or in blocks of design time as a Design Service Contract.

Acculine is not responsible for any changes Client makes to web application, or if Client breaks the website. Time required by Acculine to repair changes made by Client will be billed to Client at Acculine’s standard hourly rate or Acculine may utilize design time that has been purchased by the Client. Flash updates and PHP updates are considered enhancements or additional services purchased, and are not design updates to the website. The appropriate fee will be charged for the purchase of each enhancement. Design Service Contract time may not be used for Flash updates or PHP updates purchased by the Client. Flash and PHP Service Contracts may also be available for purchase.

Client Marketing Acculine makes no representations as to the marketing of Client’s products, services or sales. Client’s obligation to pay fees due to Acculine are due at time of sale of website design and hosting services and are not contingent upon Client’s marketing of said web application. Client is responsible for all marketing of Client’s web application. Acculine is not responsible for marketing of Client’s web application. The success or failure of the Client’s web application is the responsibility of the Client.

30-Day Satisfaction Guarantee Acculine provides a 30-day satisfaction guarantee. Acculine will continue to change and modify the Client’s web application or other services to Client’s liking, within 30 days from the date of sale or until the web application is taken live, whichever comes first, at no additional cost, provided that said revisions are part of the original sale and are not enhancements to the original sale. Changes to the web application or other services made after 30 days from the date of the initial sale, or after the web application is taken live, will first be billed to the Client’s design time hours available based upon the package purchased by the Client. Changes to the web application or other services that exceed the design time hours will be billed to the Client at Acculine’s standard hourly rate over and above the initial design fee paid. Acculine does not guarantee that the web application designed will be exactly what the Client has envisioned. Acculine’s best effort will be given for the 30-day satisfaction guarantee but Acculine is not obligated to complete multiple redesigns or modifications. While Acculine may agree to make requested changes and to bill the Client’s design time or bill the Client directly, Acculine is not obligated to complete Client requests or changes outside of the 30-day satisfaction period. If Acculine does not agree to Client requests or changes, Client agrees and is still obligated to pay all fees incurred and due.

Billing.  The initial design set-up fee is due and billed in full at the time of the original sale. The amount of the initial design set-up fees are detailed on the original invoice confirming amounts of sale. Acculine reserves the right to change prices at any time including hourly design fees. All prices are in U.S. Dollars (USD) without regard to fluctuations in foreign exchange rates.

Acculine accepts payment via credit card, debit card, checks only. Acculine reserves the right to hold Client, its principals and authorized representative(s) jointly and severally liable for any and all amounts owed.

Billing Disputes If Client wishes to dispute a charge Client must first contact Acculine’s billing department and must allow 10 business days for a response. To avoid any dispute about Client’s attempt to contact Acculine, Client must send the request in writing by email to: support@activewebworks.com Attn: Billing Department

If Client initiates a credit card dispute the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client. In the event that Client initiates a credit card dispute, ceases paying any fees due, Acculine, at its sole discretion, may suspend work until the billing dispute has been resolved.

Refund Policy All web application design and development projects have a 30-Day Satisfaction guarantee. If Acculine has not designed and constructed your specifications provided within 30 days of approval of the SOW, then we will refund the entirety of fees the sale.

Transfer of Account Requests for transferring the ownership of a web application and CRM system account from Client to a new owner must be completed in writing by both the current account owner and the new designated owner. The transfer is not valid until a signed request is received by Acculine in writing which is to include documentation of the ownership transfer (purchase agreement etc), documentation of copyright transfer, and acceptance of Acculine’s TOS by the new owner.

Acculine Intellectual Property Client acknowledges and agrees that Acculine’s services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of Acculine’s services.

Client Information Client hereby agrees that any information or ideas submitted to Acculine by any means may be used by Acculine without compensation or liability to Client for any purpose whatsoever, including but not limited to, developing websites, databases, e-commerce and developing, manufacturing and marketing other products. This provision does not apply to Client content or to personal information that is subject to Acculine’s Privacy Policy. Client herby gives permission to Acculine to use samples or links to Client’s custom web appliction designed by Acculine for marketing and advertising purposes, including but not limited to, use in Acculine’s online portfolio.

Third Parties & Contract Service Providers From time to time third parties may offer services or software to Acculine’s clients, clients may request the use of third-party services or software, or Acculine may suggest the use of third-party services or software to its clients. Use of such third-party services will be at Client’s own risk and subject to the terms and conditions of those third parties. It is Client’s sole responsibility to ensure that the use of third-party services or software complies with third-party terms of use and licenses, these Terms of Service, and any and all applicable laws. Client assumes full responsibility for, and releases Acculine from, any and all liability associated with the use of third-party services or software. Acculine does not represent nor warrant that use or access to any third-party services will be compatible, uninterrupted, error free, without defects or that Client will be able to access Acculine’s services. Client also agrees that Acculine is under no obligation to provide Client with any enhancements, updates, or fixes to make Acculine’s services accessible through any third-party applications or services, including third party hosting services. 

Acculine may contract with Contract Service Providers to complete a portion, or all of the Client’s custom services. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any Acculine employee directly for services. All payments for services rendered must be made directly to Acculine. Contract Service Providers are independent contractors and are required to follow company policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s services and do not have access to Client’s personal information including payment information.

DISCLAIMER OF WARRANTIES CLIENT’S USE OF ACCULINE’S SERVICES IS AT CLIENT’S OWN RISK. ACCULINE’S SERVICES ARE PROVIDED “AS IS”. ACCULINE DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. ACCULINE DISCLAIMS ANY WARRANTIES REGARDING ACCULINE’S SERVICES INCLUDING THAT THEY WILL MEET CLIENT’S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ACCULINE DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ACCULINE’S SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. ACCULINE DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT’S PRODUCTS, SERVICES, SALES, OR WEBSITE. ACCULINE DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH ACCULINE’S SERVICES, OR LINKS PROVIDED BY ACCULINE’S SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY ACCULINE OR OBTAINED THROUGH LINKS PROVIDED THROUGH ACCULINE’S SERVICES.

CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ACCULINE’S SERVICES ARE DONE AT CLIENT’S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ERGO THE ABOVE EXCLUSIONS MAY NOT APPLY TO SUCH CLIENTS.

Limitations of Liability CLIENT UNDERSTANDS AND AGREES THAT ACCULINE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ACCULINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE ACCULINE’S SERVICES, RELIANCE ON ACCULINE’S SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF ACCULINE’S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH ACCULINE’S SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO ACCULINE’S SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO ACCULINE’S SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ERGO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUCH CLIENTS.

Without limiting the foregoing, under no circumstance shall Acculine be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. Acculine’s full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to Acculine.

Indemnification and Claims Client waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against Acculine, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission. Client further agrees that it may only bring claims against Acculine in Client’s individual capacity and not as a member of a class.

Client agrees to defend, indemnify and hold harmless Acculine, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content Client submits, posts, transmits or makes available through Acculine’s services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by Acculine or from Client’s breach or violation of the TOS, including any obligation, representation, or warranty made herein, or Client’s violation of any rights of another. Client further agrees to defend, indemnify and hold harmless Acculine, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.

Notices Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be sent by email to: support@theacculine.com 

Severability In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision the remainder of this Agreement shall remain valid and enforceable according to its terms. The failure by Acculine to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.

Jurisdiction This agreement shall be governed exclusively by the laws of the State of Delaware, USA, without regard to any conflicts of law provisions thereof, as a contract entered into and performed entirely within the State of Delaware. The parties hereby expressly disclaim the application of the United Nations Convention on the International Sale of Goods. Any disputes between the parties relating to the subject of this agreement shall be submitted exclusively to the jurisdiction of the state courts located in the State of Delaware and the parties expressly consent to personal jurisdiction and venue therein and waive any objection based on forum non conveniens or otherwise. Should there be a breach of this provision, the non-breaching party shall be entitled to an award of attorney fees.

Governance Acculine may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties.

Electronic Signatures Selecting and submitting “accept” on the electronic copy of the TOS, submitting content through the online web center, making payment, or submitting information or documents to Acculine so that Acculine may perform services for the Client, the same shall constitute an electronic signature.

DBA, Assignment of Service & Associated Entities Acculine reserves the right to subcontract services or assign the ongoing servicing and/or hosting of your account or this entire Agreement to another party at its sole discretion. This agreement shall not be affected by any change in the name of Acculine Systems, it’s DBAs or any other affiliated companies, or any condition, merger or acquisition of Acculine Systems, LLC and shall be automatically assigned to any successor entity of Acculine Systems, LLC and shall continue in effect thereafter in accordance with its terms.

General This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOS). Any modifications to this agreement must be in writing and signed by an authorized officer of Acculine. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Service.