Accrualify Terms of Service Agreement
- Your relationship with Accrualify
1.1 Accrualify owns and operates a website located at www.accrualify.com and other locations on the Internet (the “Site”) and a hosted service which collectively provide tools to enable you to accept, elect, track, transact, and perform certain other administrative functions related to your organizations procure to pay process. The Site together with any other products and services offered by Accrualify, are collectively referred to as the “Service”). Your use of the Service is subject to the terms of a legal agreement between you and Accrualify. “Accrualify”, “we”, or “us” means Accrualify Inc., whose principal place of business is at 311 9th Ave, San Mateo, CA 94401. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Accrualify, your agreement with Accrualify will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Accrualify in relation to your use of the Service. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Universal Terms shall take precedence in relation to the Service.
- Accepting the Terms
2.1 In order to use the Service, you must first agree to the Terms. By accessing the Site or availing yourself of the Service in any manner, you (“You” or “User”) agree that you have read, understood, and agree to be bound by and comply with the Terms. If at any time you do not agree to these Terms, you must immediately terminate and discontinue your use of the Service.
2.2 You may not use the Service and may not accept the Terms if (a) you are not of legal age to form a binding contract with Accrualify or are not fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, (b) you are a person barred from receiving the Service under the laws of the United States or other countries including the country in which you are resident or from which you use the Service; or (c) you have previously been removed or suspended from the Service for any reason.
2.3 Accrualify grants you permission to access and use the Service as set forth in these Terms, provided that: (i) you use the Service solely for your personal, private, noncommercial purposes; (ii) you do not store, capture, reproduce, modify, or distribute any part of the Service, including any materials obtained from, through, or in connection with the Service, except as provided herein; and (iii) you do not engage in any of the prohibited uses described herein.
2.4 Accrualify grants you the right to download, view, and print a single copy of Accrualify Content (as defined below) from the Service, solely for your personal use in connection with viewing the Site and using the Service.
- Language of the Terms
3.1 Where Accrualify has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Accrualify.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
- Provision of the Service by Accrualify
4.1 Accrualify has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Service to you on behalf of Accrualify itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Service to you.
4.2 Accrualify is constantly innovating in order to provide the best possible experience for its users. Accrualify reserves the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Service. These Terms will identify the date of last update. Your use of any Service following any such change constitutes your agreement to be bound by the modified Terms. In the case of material changes to the Terms, Accrualify will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window, or other similar mechanism. Material changes to these Terms will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. We encourage you to review these Terms frequently, to stay informed of the latest modifications.
4.3 You acknowledge and agree that Accrualify may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at Accrualify’s sole discretion, without prior notice to you. You may stop using the Service at any time. You do not need to specifically inform Accrualify when you stop using the Service.
4.4 You acknowledge and agree that if Accrualify disables access to your account, you may be prevented from accessing the Service, your account details or any files or other content which is contained in your account.
- Use of the Service by you
5.1 You agree to use the Service only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.2 You agree that you are solely responsible for (and that Accrualify has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Accrualify may suffer) of any such breach.
5.3 You agree not to use the Service for any unlawful purpose or in anyway that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not, whether through the Sites, the Service, your User Content, or otherwise, do or attempt to:
- Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site, Accrualify Content, User Content, the Service, or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended;
- Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Service, use of the Service, access to the Service, or content obtained through the Service (including without limitation Accrualify Content, User Content, and Third Party Content), for any purpose other than for your personal, noncommercial purposes, except and solely to the extent permitted by these Terms;
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service, or features that enforce limitations on the use of the Service or any content therein;
- Bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service;
- Use any robot, spider, scraper, or other automated means of any kind to access or scrape the Service, except by bona-fide search engines periodically indexing the Service as part of a process of indexing sites and services available on the internet generally, and in such a case solely in accordance with our Robots.txt file and any other posted guidelines;
- Frame or otherwise enclose any Accrualify trademark or any portion of the Service in any other site or service for any purpose without our express written permission;
- Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
- Create a false identity or impersonate another for the purpose of misleading others as to the identity of the sender or the origin of a message, including, but not limited to, providing misleading information to any feedback or rating system employed through the Service;
- Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
- Interfere with or disrupt the Service, networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers;
- Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in your User Content, whether by posting such material on the Service or otherwise;
- Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation (commercial or otherwise); or
- Use the Site in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations, or the rights of any third party.
- Your Passwords and Account Security
6.1 In order to use certain features of the Service, you must register for an account on the Service. Your account is personal to you, and you may not transfer your account to another person, share it with anyone, or use it to impersonate anyone. You agree that you will provide us with accurate, up to date account information (such as your real name, valid e-mail and delivery addresses) and that you will update your account information if it becomes outdated. We may terminate your account if we are unable to verify or authenticate the information you provide to us.
6.2 You agree to protect your account by guarding your password, and to change it as soon as possible if you believe its security has been compromised. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify Accrualify. We may communicate with you via email and any other similar technology for purposes relating to your account or any other services we provide to you.
- Privacy and your Personal Information
7.2 You acknowledge, consent and agree that Accrualify may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary or in the interest of Accrualify or a third party to (a) comply with legal process; (b) enforce the Terms; (c) respond to a claim that any User Content violates the rights of third parties; (d) to respond to your requests for customer service; (e) to perform certain transactions or services you requested; or (f) investigate or protect the rights, business interests, property or personal safety of Accrualify, its Users and the public.
- Content in the Service
8.1 The Service is owned and operated by Accrualify. The content, visual interfaces, features, information, graphics, design, compilation, computer code, software, products, and all other elements of the Service provided by Accrualify (“Accrualify Content”) are the valuable proprietary and intellectual property of Accrualify or its licensors. Certain content linked to by the Service may be owned by third parties, as described in more detail below. Accrualify Content is protected by applicable international, federal, and state laws, rules, and regulations relating to intellectual or proprietary property, including, but not limited to, patent, copyright, trademark and trade secret laws. You agree not to reproduce, distribute, display, revise, create derivatives of, copy, publish, sell, license, or edit any such Accrualify Content. Any attempt to download, print, publish or maintain the Accrualify Content from the Service in violation of these Terms or any applicable license, to distribute copies of such content, information or software or to otherwise exploit the Accrualify Content in violation of the intellectual property or proprietary rights of others is strictly prohibited.
8.2 The Service may provide access to references or links to other web sites, content, resources, and advertisements provided by third parties (“Third Party Content”) not controlled by Accrualify. Accrualify provides such references and links as a convenience to you and should not be considered endorsements of such sites or any Third Party Content, products or information offered on such sites. When you use or access Third Party Content and services, you may be subject to additional third party terms and policies. You should carefully review any applicable terms and policies, including any relevant privacy policies, associated with any Third Party Content or third party web sites, software, or services that you may utilize. You acknowledge and agree that Accrualify is not responsible for any aspect of the information or content, including financial advice or financial services, contained in any Third Party Content or on any third party sites accessible or linked from the Service. Your correspondence or business dealings with or participation in promotions of advertisers found on or through the Service are solely between you and such advertiser. YOU AGREE THAT YOUR USE OF THIRD PARTY CONTENT IS AT YOUR OWN RISK AND ACCRUALIFY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH USE OR DEALINGS.
8.3 Unless you have agreed otherwise in writing with Accrualify, nothing in the Terms gives you a right to use any of Accrualify’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
- User Content
9.1 The Service may provide features for you and other users to submit, post, and share content such as text, profile information, avatars, stock or option information, images, favorites lists, messages, commentary or any other content (“User Content”).
9.2 By providing User Content to Accrualify you hereby grant Accrualify and its affiliates, sublicensees, partners, designees, and assignees of the Service (collectively, the “Accrualify Licensees”) a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, transferable, worldwide license to use, reproduce, distribute, modify, adapt, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof in connection with the Service and Accrualify’ (and its successors’) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Service (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed. Except for the limited rights set forth in these Terms, you retain all right, title, and interest to your User Content.
9.3 You grant the Accrualify Licensees the right to use your name and/or likeness and/or any name and/or likeness that you may submit in connection with your User Content if Accrualify should choose, without compensation or need for your prior approval, or to exercise any of the rights licensed by you hereunder, in connection with a fictional name or persona or without any attribution at all. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
9.4 You are solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Accrualify to use all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable the use of User Content in the manner contemplated by these Terms, and to grant the rights and license set forth above, and (ii) your User Content, Accrualify’s or any Accrualify Licensee’s use of such User Content pursuant to these Terms, and Accrualify’ or any Accrualify Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) violate any applicable law or regulation; or (d) require obtaining a license from or paying royalties to any third party for the exercise of any rights granted in these Terms.
9.5. In connection with your User Content, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Accrualify or any third party; (ii) use any copyrighted content owned or controlled by a third party without obtaining the necessary permissions, licenses and authorizations for the use of such third-party content; (iii) submit material that is unlawful, defamatory, libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) post User Content that would be harmful to minors in any manner; or (vii) reproduce, distribute, publicly display, publicly perform, adapt, or otherwise publish or cause to be published any User Content except as permitted by these Terms and the features of the Service.
9.6 Accrualify cannot guarantee any anonymity or confidentiality with respect to any User Content, and recommends that you think carefully about what you submit to the Service. You understand that all User Content is the sole responsibility of the person who generated such User Content. This means that you, and not Accrualify, are entirely responsible for User Content that you make available through the Service.
9.7 Accrualify makes no representations that it will publish or make available any User Content on the Service, and reserves the right, in its sole discretion, to reject or remove any User Content at any time with or without notice. Without limiting the generality of the preceding sentence, Accrualify complies with the Digital Millennium Copyright Act, and will remove User Content upon receipt of a compliant takedown notice (see the “Digital Millennium Copyright Act”, below).
9.8 YOU UNDERSTAND THAT WHEN USING THE SERVICE, YOU WILL BE EXPOSED TO USER CONTENT FROM A VARIETY OF SOURCES, AND THAT ACCRUALIFY IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER CONTENT. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO USER CONTENT THAT IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST ACCRUALIFY WITH RESPECT THERETO. ACCRUALIFY DOES NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN. UNDER NO CIRCUMSTANCES WILL ACCRUALIFY BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY USER CONTENT.
9.9 Accrualify does not control User Content and does not have any obligation to monitor such User Content for any purpose. Accrualify may choose, in its sole discretion, to monitor, review, or otherwise access some or all User Content, but by doing so Accrualify nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content, or to monitor, review, or otherwise access other User Content, and Accrualify assumes no responsibility for the conduct of the User submitting any User Content. You acknowledge that Accrualify may or may not pre-screen User Content, but that Accrualify and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available via the Service. Without limiting the foregoing, Accrualify and its designees may, at any time and without prior notice, remove any User Content that in the sole judgment of Accrualify violates these Terms or is otherwise objectionable, or for any other reason, with or without notice and with no liability of any kind. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Content, including any reliance on the accuracy, completeness, usefulness or legality of such User Content. You should exercise good judgment before accessing any User Content from other users.
- Digital Millennium Copyright Act
10.1 It is our policy to respond to clear notices of alleged copyright infringement. This Section explains the information that must be included in these notices, as required by the Digital Millennium Copyright Act (“DMCA”). Upon receipt of a DMCA compliant notice, Accrualify will expeditiously remove or disable access to the content that is the subject of the notice. If you are a copyright owner or an authorized agent thereof, and you wish to file a notice of infringement with us, then you may submit a notice by providing Accrualify’ Designated Copyright Agent with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works on the Service.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Accrualify to locate the material.
- Information reasonably sufficient to permit Accrualify to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us a notice.
10.2 The administrator of an affected site or the provider of affected content may make a counter notification under Sections 512(g)(2) and (3) of the DMCA. If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):
- A physical or electronic signature of the subscriber.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Accrualify may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
10.3 Accrualify’ Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows:
Legal Department Attn: DMCA
311 9th Ave
San Mateo, CA 94403
For clarity, only DMCA notices should go to the Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Accrualify customer service through firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Please consult your legal counsel (or see 17 U.S.C. § 512) to confirm these requirements and your compliance therewith. It is Accrualify’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, Accrualify will promptly terminate without notice the accounts of users that are determined by Accrualify in its good faith belief to be “repeat infringers.” If Accrualify receives more than two valid takedown notices regarding a user’s Content, then that user will be considered a repeat infringer and their Accrualify Account will be terminated.
11 User Disagreements
11.1 Your use of the Service may bring you into contact with other users, and their User Content, such as through communications through the Shareowners’ Network or through other means. You are solely responsible for your involvement with other users. If you have a dispute with one or more users, you release Accrualify (and Accrualify’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (including, but not limited to, actual, special, consequential and punitive) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
- Ending your relationship with Accrualify
12.1 The Terms will continue to apply until terminated by either you or Accrualify as set out below.
12.2 If you are dissatisfied with the Service, then please let us know by e-mailing us at email@example.com. Your only remedy with respect to any dissatisfaction with (i) the Service, (ii) any of these Terms, (iii) any policy or practice of Accrualify in operating the Service, or (iv) any content or information transmitted or made available through the Service, is to terminate your use of the Service. You may terminate your use by closing your account and discontinuing your use of any and all parts of the Service, or by providing Accrualify with notice of termination at firstname.lastname@example.org.
12.3 Accrualify, in its sole discretion and for any reason or no reason, may terminate any user or user account (or any part thereof) you may have on the Accrualify Service, disable your access to the Accrualify Service (or any part thereof), discontinue the Service and any related services including support (or any part thereof), or terminate any license or permission granted to you hereunder, at any time, with or without notice. You agree that Accrualify shall not be liable to you or any third-party for any such termination. Without limiting the generality of the foregoing, Accrualify may terminate access to the Service in cases of actual or suspected fraud, or violations of these Terms or other laws or regulations, and any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Accrualify may have at law or in equity.
12.4 Upon termination of these Terms, any provision or policy which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Section 5.2, 7.2, 8.1, 9.2-9.9, 10, 11, 13-17, and 19-21.
13.1 You agree to indemnify and hold harmless Accrualify and its parent, subsidiaries, affiliates or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, and contractors, and other Accrualify users who use any User Content you upload to the Sites or other users, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, legal and accounting fees) arising from or in any way related to (i) your use or misuse of the Service (including your use or misuse of Third Party Content); (ii) your User Content; (iii) your breach or other violation of these Terms including any representations, warranties and covenants herein; (iv) your violation of the rights of any other person or entity, including, but not limited to claims that any User Content infringes or violates any third party intellectual property rights. Accrualify reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle any matter without the prior written consent from Accrualify. Accrualify will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
14.1 THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, ACCRUALIFY CONTENT, OR ANY OTHER SERVICE OR INFORMATION PROVIDED BY ACCRUALIFY), USER CONTENT, THIRD-PARTY CONTENT, AND ANY OTHER SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. Neither ACCRUALIFY. nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.
14.2 TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ACCRUALIFY AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ACCRUALIFY AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO, THE SITE, ACCRUALIFY CONTENT, OR USER CONTENT, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, SOFTWARE, CONTENT, OR DATA THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, MOBILE PHONE, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
- Limitation of Liability
15.1 IN NO EVENT WILL ACCRUALIFY OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICE OR ITS CONTENT, INCLUDING USER OR THIRD PARTY CONTENT, OR ANY OTHER LINKED WEB SITE, APPLICATION, OR OTHER SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF ACCRUALIFY OR ITS LICENSORS OR SUPPLIERS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT THE TOTAL AGGREGATE LIABILITY OF ACCRUALIFY FOR ANY CLAIMS, INCLUDING BUT NOT LIMITED TO THIRD-PARTY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS, EVEN IF ACCRUALIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILTY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
- Limitations; Basis of the Bargain
16.1 APPLICABLE LAW MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ACCRUALIFY, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ACCRUALIFY, ACCRUALIFY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT ACCRUALIFY WOULD NOT BE ABLE TO OFFER THE SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
- Dispute Resolution
17.1 We are committed to providing you a means of resolving disputes that arise between you and Accrualify quickly and cost effectively. Accordingly, you and Accrualify agree that we will resolve any claim or dispute that arises out of this Agreement or in connection with your use of the Service (a “Claim“) in accordance with one of the subsections below. As in many circumstances we are able to resolve disputes with users amicably, we strongly encourage you to first contact us directly to seek a resolution before escalating to one of the alternatives below. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
17.2 This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Accrualify must be resolved exclusively by a state or federal court located in the Northern District of California, except as described in the section pertaining to arbitration below. You agree to submit to the personal jurisdiction of the courts located within Northern District of California for the purpose of litigating all Claims that arise between you and Accrualify.
17.3 For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
17.4 All claims you bring against Accrualify must be resolved in accordance with this Section. All claims filed or brought contrary to the procedures set forth in this Section shall be considered improperly filed. Should you file a claim contrary to the Dispute Resolution Section, Accrualify may recover attorneys’ fees and costs up to $1000, provided that Accrualify has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
18.1 Some of the Service may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Service or other information.
18.2 The manner, mode and extent of advertising by Accrualify on the Service are subject to change without specific notice to you.
18.3 In consideration for Accrualify granting you access to and use of the Service, you agree that Accrualify may place such advertising on the Service.
19.1 Accrualify may provide you with notices by electronic mail or postings on the Service. You may provide Accrualify with notices by United States Registered Mail sent to Accrualify, Inc., 311 9th Ave, San Mateo, CA 94401. If notice is provided by electronic mail, notice will be deemed given twenty-four hours after electronic mail is sent, unless Accrualify is notified that the electronic mail address is invalid. If notice is provided by posting through the Service, then notice will be deemed given upon such posting. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing.
- General legal terms
20.1 This is the entire agreement between you and Accrualify relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and Accrualify with respect to said subject matter. These Terms shall not be modified or waived except in a writing signed by both parties, or by a change to these Terms as provided in the Section 4.2, above. In the event any of the provisions of these Terms are held unenforceable or invalid by a court of competent jurisdiction, such provisions shall be deemed severed, and the remaining provisions thereof shall remain in full force and effect. The failure of Accrualify to enforce, in any one or more instances, any of the provisions herein shall not be construed as a waiver of the prior or future performance of any such terms or conditions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Accrualify as a result of these Terms or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied, or other relationship is created between you and Accrualify other than pursuant to these Terms. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Accrualify without restriction, including by operation of law, merger, or sale of all or substantially all of the assets to which this agreement pertains. Any assignment attempted to be made in violation of these Terms shall be void. The headings and captions in this Agreement are used for convenience only and are not to be considered in interpreting this Agreement.
- Contacting Accrualify
21.1 Accrualify is located at 311 9th Ave, San Mateo, CA 94403, and can be reached by email at email@example.com. If you are a California resident, you may have these Terms emailed to you by sending a letter to the foregoing address with your email address and a request for this information. We ask that you bring service problems to our attention, but you may also choose to contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs, at 400 R Street, Sacramento, California 95814 or (800) 952-5210.