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Terms of Service

Last Updated: May 18, 2023

These Terms of Service contain the terms and conditions that govern all use of our Software (as defined below), Platforms (as defined below), Support Services (as defined below) and all content, services, and/or products available through such Software and Platforms (collectively, the "Aiir Services" or "Services").

The Aiir Services and the Websites (as defined below) are offered to you subject to your acceptance, without modification by you, of all of the terms and conditions contained herein, and all other operating rules, Policies (as defined below), Special Terms (as defined below), Documentation (as defined below) and any future modifications thereof that may be published on or made available to you through the Aiir Services from time to time (collectively, the "Terms").

THESE TERMS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND AIIR. BY ACCESSING THE WEBSITE(S) OR ACCESSING OR USING THE AIIR SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS, WHICH MAY BE AMENDED BY AIIR FROM TIME TO TIME, IN ITS SOLE DISCRETION. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, INCLUDING AS AMENDED OR SUPPLEMENTED BY AIIR, THEN YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE AIIR SERVICES AND/OR THE WEBSITES.

We want to make being an Aiir user the best experience it can be. The Terms of using our Services are set out with this in mind and if you have any queries regarding the Terms, please contact us. You may receive an additional copy of these Terms by contacting us at terms@aiir.com.

  1. Definitions
  2. Authority to enter into these terms with Aiir
  3. Modifications to terms of service
  4. License to use Aiir services
  5. Payment
  6. Term
  7. Termination
  8. Effects of termination and cancellation
  9. Service and Support Policies
  10. Privacy and Data Security
  11. Intellectual Property Rights
  12. Third-party Content Disclaimer
  13. Confidentiality
  14. Licensee Representations, Warranties and Acknowledgements
  15. Aiir Limited Representations; Disclaimers; No Warranties
  16. Liability; Damages
  17. Indemnification
  18. Media Manager User Content Policy
  19. Acceptable Use Policy
  20. Miscellaneous
  21. Data Processing Addendum

Definitions

"Aiir" means, as the context requires:

  1. Aiir Ltd., a United Kingdom entity;
  2. Aiir Group Inc., a Delaware company, d/b/a Aiir Services Inc. and registered to do business in New York as Aiir Inc.;
  3. any of the foregoing's officers, directors, employees, successors, assigns, licensors, designees and other affiliates.

In these Terms, Aiir may also be referred to as "we", "us" or "our". All customers in the European Economic Area (EEA) contract with Aiir Ltd with customers in the USA and the rest of the World contracting with Aiir Inc.

"Aiir Materials" means the content made available by Aiir via Aiir Services or the Websites, including without limitation, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, text, scripts, photos, methods, sounds, music, animations, videos and the like and the trademarks, service marks, brand names, logos, contained therein.

"Authorized Users" means users who have reached the age of majority in the jurisdiction where they are located, but in no event does it include uses under the age of sixteen (16), and who are specifically authorized by Aiir to use the Aiir Services provided to the Licensee, including the Licensee, officers and employees of the Licensee.

"Business Day" means any weekday other than a bank or public holiday.

"Business Hours" means any Business Day between the hours of 09:00 to 18:00 in the time zone of the applicable office location.

"Claims" means the definition provided in Section 17(A).

"Cloud Automation" means all versions of our radio automation software that are hosted at third party data centers.

"Confidential Information" means the definition provided in Section 13(A).

"Documentation" means any documentation related to the Aiir Services delivered or made available to the Licensee by Aiir.

"Effective Date" means the date that you agree to these Terms.

"Intellectual Property Rights" means all Intellectual Property Rights wherever in the world, whether registerable or unregisterable, registered or unregistered, including any application or right of application for such rights (and these "Intellectual Property Rights" include, but are not limited to, copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

"Licensee" means the natural person or entity which has accepted these Terms and all Users, including Authorized Users. In these Terms, the Licensee may also be referred to as "you" or "your".

"Party" or "Parties" means either the Licensee, Aiir, or both.

"Platforms" means the Aiir content-delivery Platforms for radio stations to manage websites, mobile applications, audio streams, mass email correspondence, SMS services and integration with select third-party tools and APIs and any other program, system, or application provided by Aiir that is hosted on Aiir's own server and cannot be installed on the User's choice of server, and all content, services and/or products available on or through the Platforms.

"Policies" means collectively, the policies listed below, which in addition to applying to these Terms also apply to your use of the Websites.

  1. Privacy and Data Security Policies, including specifically the Data Processing Addendum set out at the end of these Terms, our Website Privacy Policy, and our Cookies Policy. Collectively, these policies set out the terms upon which we process data on your behalf and the specific privacy rights of individuals who interact with use via our Websites. By using our Website, you consent to such processing and you warrant that all data provided by you is accurate.
  2. High Resource User Policy, as set forth in Section 9(A)(v).
  3. Media Manager User Content Policy, as set forth in Section 18.
  4. Acceptable Use Policy, as set forth in Section 19, which sets out the permitted uses and prohibited uses of the Cloud Services. When using the Cloud Services, you must comply with this Acceptable Use Policy.
  5. Website Policies, as set forth in Section 20, which sets out information regarding the use of and access to our Websites.

"Resources" means the definition provided in Section 9(A)(iv).

"Software" means any Aiir system, application, or program that is installed or stored on the User's own computer system, and all content, services and/or products available on or through the Software.

"Special Terms" means any particulars, specifications and conditions by which the Parties have agreed to deviate from these Terms, including those found in any Quote provided by Aiir to the Licensee.

"Support Services" means those services described in Section 9 and any other such services provided for in Special Terms.

"Term" means the period described in Section 6, and any minimum term length provided by any applicable Special Terms.

"Third-Party Content" means any application, software product or other content provided by third parties and which may be accessed or used by Licensee through the Aiir Services or the Websites by way of a widget, plugin, or other means of interface with the Aiir Services, specifically including but not limited to Dropbox, Google Drive, Microsoft OneDrive or other third party cloud storage service.

"Up-Time Guarantee" means the guarantee described in Section 9(A)(i)

"User" or "Users" means any person or entity which uses the Aiir Services licensed by Aiir to the Licensee, whether or not such Users are Authorized Users.

"User Marks" means the definition provided in Section 11(B).

"Websites" means aiir.com and playoutone.com and any other related websites operated by Aiir, and all content, services and/or products available on or through the Websites.

Authority to enter into these terms with Aiir

  1. These Terms govern the Licensee's use of the Aiir Services and/or Websites, including the terms of use for accessing, browsing, or registering to use the Websites. The use of the Aiir Services is subject to acceptance of the Terms. To accept the Terms, you must have the legal capacity to do so. You represent and warrant that you are over the age of 16 and at least the age of majority in the jurisdiction where you are located and fully able, competent and authorized to enter into and be bound by these Terms. If you are using the Website and/or accepting the Platforms and/or Software on behalf of a company, entity or organization such as a terrestrial radio station ("Business User"), then you represent and warrant that you: (1) are an authorized representative of such Business User with the authority to bind such Business User to the Terms and (2) agree to be bound by the Terms on behalf of such Business User.
  2. You may not, without Aiir's prior written consent, access the Aiir Services (i) if you are a competitor of Aiir, (ii) to monitor the availability, performance, or functionality of the Aiir Services or (iii) for other benchmarking or competitive purposes.
  3. Once accepted, the Terms remain effective until terminated or cancelled as provided for herein.

Modifications to terms of service

Aiir reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Aiir Services or Website(s) without additional notice to you (except any Special Terms which may only be amended pursuant to Section 21(I)). The Terms will be identified as of the most recent date of revision. Please check these Terms periodically for changes. Your continued use of the Aiir Services and/or Websites after such changes have been posted on or through the Aiir Services and/or Websites constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Aiir Services, or (ii) 30 days from posting of such modified Terms on or through the Aiir Services and/or Websites. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Aiir will be governed by the Terms in effect at the time such dispute arose.

License to use Aiir services

  1. Aiir hereby grants to Licensee from the Effective Date until termination or cancellation pursuant to Section 7 a worldwide, non-exclusive, non-transferable, limited scope license to access and use the Aiir Services, in accordance with any applicable Documentation, subject to these Terms.
  2. Except as expressly permitted in writing by any Special Terms or as required by applicable law on a non-exclusive basis, Licensee shall not, with respect to any Aiir Services and/or Aiir Materials, directly or indirectly, in whole or in part:
    1. sublicense without the prior written consent of Aiir;
    2. sell, resell, rent, lease, loan, supply, distribute, redistribute, assign, transmit or otherwise transfer;
    3. alter, edit, adapt, copy, modify, or otherwise reproduce;
    4. publish, publicly display, or make derivative works from;
    5. decompile, de-obfuscate, reverse engineer, or otherwise attempt to discover the source code of;
    6. use the Aiir Services to act as a service bureau or application service provider;
    7. permit access to any third parties other than Authorized Users; or
    8. otherwise use in any way not authorized by Aiir.
  3. Licensee shall be responsible for the security of any copies of the Aiir Services authorized by Aiir and shall use all reasonable endeavors (including all reasonable security measures) to ensure that access to such copies is restricted to Authorized Users.
  4. All rights not specifically and expressly granted hereunder are reserved to Aiir. The Licensee acknowledges and agrees that Licensee is acquiring only a license to access and use the Aiir Services and not any title to or ownership of the Aiir Services or any part thereof.
  5. LICENSEE'S OBLIGATIONS.
    1. Licensee shall use the Aiir Services and/or Websites in accordance with these Terms.
    2. Licensee shall ensure that its network and systems continue to comply with relevant specifications provided by Aiir from time to time. Licensee shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Aiir's data centres;
    3. Licensee shall not use the Aiir Services in any way or for any purpose that infringes or misappropriates any third party's Intellectual Property Rights or personal or other proprietary rights;
    4. Licensee's promotional and marketing materials and activities in connection with its use of the Aiir Services, the Websites and any Third-Party Content including, but not limited to, graphics or text that is uploaded to, and any data provided by, or delivered on behalf of, the Licensee to the Aiir Services and/or Websites shall not be in violation of any third party's Intellectual Property Rights and shall not be defamatory, fraudulent, obscene, misleading, or otherwise illegal or unlawful.
    5. If Licensee chooses, or is provided with, any user identification codes, passwords or any other piece of information as part of Aiir's security procedures, the Licensee and any Users must treat such information as confidential and Licensee shall not disclose it to any third party except as set out in the Website Privacy Policy. If the Licensee knows or suspects that anyone other than Authorized Users knows any of Licensee's user identification codes or passwords relevant to the Aiir Services and/or Websites, Licensee shall promptly notify us at privacy@aiir.com. Licensee understands, acknowledges, and agrees that Aiir has the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, including but not limited to if in our reasonable opinion the Licensee has failed to comply with any of the provisions of these Terms.

Payment

  1. Platforms-Specific Payment Policies. The Platforms are set up on a prepay basis. Although Aiir reserves the right to change prices related to the Platforms at any time, all pricing is guaranteed for the period of prepayment. The Licensee shall be automatically charged at the end of any relevant payment period unless terminated or cancelled pursuant to Section 7. Fees charged on a prepay basis are non-refundable.
  2. Software-Specific Payment Policies. The Licensee shall pay the charges pursuant to the Licensee's Special Terms, plus any applicable tax. Aiir may elect to vary any element of such fees in its sole discretion by giving the Licensee no less than 28 days' written notice. Such changes shall take effect on any anniversary of the Effective Date.
  3. Invoices. Aiir shall send invoices for Aiir Services to the Licensee via email. The Licensee shall pay the invoice within 14 days, including weekends and bank holidays. Any nonpayment of a recurring invoice may be subject to administration charges.
  4. Outstanding Charges. If charges for Aiir Services are outstanding for a period greater than 10 Business Days after the payment date listed on your invoice, Aiir may:
    1. Suspend your access to any or all Aiir Services until a full payment has been made; or
    2. Charge Licensee interest on any overdue amounts. The rate of such interest will be at the rate of three percent (3%) per annum above the Bank of England base rate for Licensees located in the EEA; and at the rate of one and a half percent (1.5%) per month or, if less, the maximum rate allowed by law interest rate for Licensees located in the USA and the rest of the world. In the event that Aiir charges such interest, such interest shall accrue daily until the date of actual payment, and may be compounded at the end of each calendar month.
  5. Payment Methods. Licensee must pay all charges by electronic transfer (Credit, Debit BACS, or ACH). Checks are not accepted. All payments are to be made in USD, GBP, EUR or CAD depending on your location and invoice type.
  6. Credit Cards. Notwithstanding anything to the contrary herein, in the event that Licensee's credit card number on file is declined, Aiir will immediately suspend the Licensee's ability to purchase Aiir Services until the charge is processed successfully. Aiir may also in its sole discretion suspend any or all of the Licensee's Aiir Services until the outstanding charge is processed successfully.
  7. Non-Payment. Accounts will be handed over to a debt collection agency and we will inform credit reference agencies after 60 days of non-payment.
  8. Refunds. The Licensee is responsible for all monies owed on the account from the Effective Date until terminated or cancelled pursuant to Section 7. Licensee is not entitled to receive a refund unless the Aiir Services is cancelled by Aiir. In the event that Licensee incurs set-up fees, such fees are also non-refundable.
  9. Free Services. Aiir reserves the right to discontinue and/or temporarily suspend any free trial or other free Aiir Services provided without notice to you. Aiir may re-introduce these and/or other products at any time and reserves the right to charge additional fees.

Term

The grant of any license for Aiir Services under these Terms shall continue in force indefinitely until terminated pursuant to Section 7, subject to any minimum term length as provided by any applicable Special Terms or as otherwise agreed upon by Aiir and the Licensee.

Termination

  1. Termination by Licensee. The Licensee may terminate its license of any Aiir Services by giving to Aiir no less than 30 days' written notice of termination, subject to any pre-payment period and/or minimum term length as provided by any Special Terms. Written notice must be sent via email to accounts@aiir.com. If a written termination notice is not received within 30 days before the pre-payment period and/or minimum term length ends, the Licensee's license to use and access the Aiir Services will be automatically extended by 12 months or the minimum term length (if applicable), whichever is greater.
  2. Termination by Aiir.
    1. Nonpayment. Aiir may terminate the Licensee's license to use and access Aiir Services immediately upon at least 14 days' written notice of Aiir's intent to terminate if any amount due to be paid by the Licensee to Aiir is unpaid by the due date and remains unpaid upon the date that written notice of termination is provided to the Licensee by Aiir.
    2. Lewd/Obscene Material. Aiir does not allow any lewd and/or obscene material to be stored on its servers, including any pornography, erotic images, or otherwise lewd or obscene content and Aiir may, in its sole discretion refuse access or use of any Aiir Services based on content matching this criteria.
    3. Cancellation by Aiir. Aiir reserves the right to cancel the Licensee's license to use and access the Aiir Services at any time and for any reason. In the event that Aiir terminates the Licensee's license to the Aiir Services, the Licensee shall be entitled to a pro rata refund based upon any remaining pre-payment, provided that such cancellation by Aiir is not due to the Licensee's contravention of these Terms, in which case no refund shall be issued.
  3. Termination by Either Party. Either Party may terminate the license to use and access Aiir Services by giving written notice of termination to the other Party if:
    1. The other Party commits a material breach of these Terms and such breach is not remediable, or in the event that such breach is remediable, the breaching Party fails to remedy the breach within 30 days following the receipt of written notice of such breach from the non-breaching Party.
    2. The other Party persistently breaches these Terms, irrespective of whether such breaches collectively constitute a material breach.
    3. The other Party is a corporate entity and:
      1. Such other Party is dissolved or ceases to conduct all or substantially all of its business;
      2. Such other Party is or becomes unable to pay its debts as they fall due, or becomes or is declared insolvent;
      3. Such other Party convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
      4. An administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other Party; or
      5. An order is made for the winding up of the other Party, or the other Party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all of the obligations of the other Party under these Terms)
    4. The other Party is an individual and:
      1. That other Party dies;
      2. That other Party becomes incapable of managing their own affairs as a result of illness or incapacity; or
      3. That other Party is the subject of a bankruptcy petition or order.

Effects of termination and cancellation

  1. For the avoidance of doubt, the licenses of the Aiir Services granted in these Terms shall terminate upon termination. Accordingly, Licensee shall immediately cease use and access of the Aiir Services upon termination or cancellation.
  2. Upon termination, all of the provisions of these Terms shall cease to have effect, pursuant to Section 21(F).
  3. Except as expressly provided otherwise, termination shall not affect the accrued rights of either Party.
  4. Within 10 Business Days following termination, Licensee shall:
    1. Return to Aiir all media containing any Aiir Services which are in the Licensee or any User's possession or control, or dispose of such media as instructed by Aiir; and
    2. Irrevocably delete from all networks and systems in the Licensee's or any User's possession or control all Aiir Services and copies thereof.
  5. If Aiir so requests, Licensee shall certify to Aiir that Licensee has fully complied with the requirements of this Section 8(D) in a written document signed by the Licensee and provided to Aiir within 5 Business Days following Licensee's receipt of Aiir's request for such certification. If the Licensee is a legal entity, such certification shall be provided and signed by a director of the Licensee or equivalent.
  6. Upon termination of the Cloud Services, Licensee's data may be deleted at Aiir's discretion. It is therefore the responsibility of the Licensee to ensure all data stored on the Cloud Services has been downloaded prior to termination.

Service and Support Policies

  1. Service & Support for Platforms.
    1. Up-Time Guarantee: Aiir aims to deliver the highest possible levels of up-time and guarantees a 99.9% up-time for your website (the "Up-Time Guarantee"). If the availability of the Aiir Services fails to meet the Up-Time Guarantee, then you will be eligible to claim a refund of one day's service for every hour that your website is unavailable.
    2. Up-Time Guarantee Exclusions. The Up-Time Guarantee does not include:
      1. Critical unscheduled maintenance;
      2. Loss of service caused by or resulting from causes beyond the control of Aiir, including but not limited to, natural disasters and other acts of God; and
      3. Loss of service due to the failure of service provided by third party companies, including but not limited to, internet service providers and domain registrars.
    3. Support Tickets. If you experience problems with the Aiir Services, you must first check for service notices in the Platforms. Should you fail to find a resolution, then you may contact Aiir directly by submitting a Support Ticket. You may also receive email notifications to the address associated with your account. Telephone support is reserved for emergency off air / critical issues only.
    4. Unlimited Use Policy: Aiir offers an unlimited use policy by maintaining very large ratios of bandwidth, processor utilization, and disk space (collectively "Resources") per Licensee. In rare cases, Aiir may find a Licensee to be using Resources to such an extent that it may jeopardize service performance and Resources for other users of the Aiir Services. In such instances, which are at Aiir's discretion, Aiir reserves the right, in its sole discretion, to impose the High Resource User Policy (defined below) for the consideration of all other Users.
    5. High Resource User Policy. If the Resources utilized by a User is deemed, in Aiir's sole discretion, as abnormally high or as damaging to our or other servers, Aiir may, in its discretion, contact you to advise of any changes to be made; provided that, in the unlikely event that no contact can be made, temporary suspension of your use of the Aiir Services may be necessary. Aiir may, but has no obligation to, offer High Resource Users an option whereby Aiir continues supplying Aiir Services under a reduced usage criteria as specified by Aiir. Failure to comply with such measures may result in any or all of your Aiir Services being terminated.
    6. Data Backups. Aiir will endeavor to securely back up all of your data stored on our servers every 48 hours, however in the unlikely event we have to restore from a backup, changes made to your website since the last backup will not be recovered. Aiir does not warrant or guarantee that any data will be replaced or recovered.
  2. Service & Support for Software.
    1. Helpdesk. Aiir shall make available to Licensee a Helpdesk via email at support@aiir.com. Licensee may use the Helpdesk for the purposes of requesting and, where applicable, receiving support services. Aiir shall ensure that the Helpdesk is operational and adequately staffed during Business Hours. Licensee shall ensure that all normal requests for Support Services shall be made through the Helpdesk. Licensee shall not use the Helpdesk for any purpose other than requesting and/or receiving support from Aiir.
    2. Emergency Support. Support provided by Aiir outside of Business Hours shall be subject to an additional charge per incident at Aiir's sole discretion if the incident is found to not be caused by Aiir or the Software. Issues covered by emergency support can be found at aiir.com/emergencies.
  3. Response and Resolution.
    1. 24 Hour Response. Aiir shall endeavor to respond to requests for support via Helpdesk or Support Ticket submissions promptly. In any case, support requests made via Support Tickets or the Helpdesk will be responded to within 24 hours, provided that, if such Support Ticket or Helpdesk request is sent outside of Business Hours, then the 24-hour response time shall begin as of the subsequent Business Hour (e.g., if a request comes in after Business Hours on a Friday night, the 24-hour window shall begin at 0900 the following Monday morning).
    2. Remote Support. Support Services shall be provided by Aiir to Licensee remotely.
  4. Limitations on Support Services.
    1. In the event that the total hours spent by Aiir performing Support Services exceeds 24 hours during any calendar month, then Aiir's obligation to provide Support Services to Licensee shall cease as to the remainder of the Term. Notwithstanding the foregoing, Aiir may agree to provide Support Services to Licensee during the remainder of the Term, but the provision of those Support Services may be subject to additional charges in Aiir's sole discretion.
    2. Aiir shall have no obligation to provide Support Services for any issue caused by: any factor outside the scope of the Support Services, the improper use of Aiir Services by any User or Licensee, or any alteration to the Aiir Services made without the prior written consent of Aiir.
    3. If Aiir, in its sole discretion, concludes that Aiir has no obligation to provide Support Services pursuant to this Section 9 after reviewing Licensee's request for Support Services (or upon undertaking such Support Services), Aiir may levy additional charges for such prior Support Services and/or any subsequent Support Services provided in relation to the incident with the consent of the Licensee.
  5. Maintenance and Repair. Aiir may suspend some or all of our Aiir Services and/or Websites for short scheduled or unscheduled periods to carry out maintenance or repair to the Aiir Services and/or Websites, with or without notice to you (and which periods shall not be counted in calculating the Up-Time Guarantee). Information concerning scheduled downtime is available in the Platforms or at status.aiir.com, as are details of any interruptions to other Aiir Services.

Privacy and Data Security

The privacy your customer data is important to us. In furtherance of the business purposes contemplated by and in connection with the Parties' performance of their respective obligations under these Terms, Aiir may process customer data on behalf of Licensee. We take that responsibility seriously. Aiir's processing of such data, including personal information, will comply with the additional terms and conditions set forth in the Data Processing Addendum attached hereto. The specific privacy rights of individual users who interact with Aiir via our Websites, including Authorized Users, are set out in the Websites Privacy Policy, the terms of which are incorporated by reference into these Terms.

Intellectual Property Rights

  1. Aiir Services and Materials.
    1. Aiir Services and Aiir Materials are owned by or licensed to Aiir. Aiir, on behalf of ourselves and our licensors, reserve all Intellectual Property Rights in and to such aforementioned Aiir Services and Aiir Materials, including those which are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Aiir Services and Aiir Materials are the property of Aiir and/or third-party licensors. All trademarks, service marks, and trade names contained in the Aiir Services and Aiir Materials are proprietary to Aiir and/or third-party licensors.
  2. Except as expressly authorized by Aiir, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Aiir Services and/or Aiir Materials. Aiir reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the Aiir Materials, except for the limited rights set forth in these Terms. The Aiir Services and the Aiir Materials do not include User Marks (as defined below). As between Aiir and the Licensee, Aiir and/or its licensors shall remain the sole and exclusive owner of all right, title and interest in and to the Aiir Services and Aiir Materials and related Intellectual Property Rights and the products of such rights including, without limitation, any patents, patent applications, trademarks (whether registered or not), trade names and copyright in all territories. Neither these Terms, nor anything contained herein, shall be construed as a sale of the Aiir Services or Aiir Materials or any Intellectual Property Right or title therein or thereto.
  3. For the avoidance of doubt, nothing in these Terms shall operate to assign or transfer any Intellectual Property Rights from Aiir to Licensee; and no title or ownership of the Aiir Services or Aiir Materials will be transferred to Licensee.
  4. In the event that any of the Aiir Services becomes, or in Aiir's opinion is likely to become, the subject of a claim of infringement or other violation of Intellectual Property Rights, Aiir shall have the right, at our option and expense (i) to obtain the right for the Licensee to continue using the Aiir Services; or (ii) to replace or modify the Aiir Services so it is no longer infringing; or (iii) in the event that neither option under (i) or (ii) is commercially practicable, to terminate the applicable License(s) and remove the Aiir Services.
  5. User Marks. The Licensee hereby grants Aiir a limited, non-sublicenseable, irrevocable, royalty free license, to display the Licensee's trademarks and trade signs ("User Marks") on the Websites and to use User Marks solely with respect to marketing and advertising the Aiir Services, including in print, via the Internet, television, video and through any other distribution channels or media now known or hereafter developed or created. Aiir's use of User Marks is subject to the following conditions:
    1. Aiir will keep intact any of your proprietary notices;
    2. Aiir will comply with the Licensee's trademark use guidelines as provided to Aiir in writing;
    3. Aiir acknowledges that all goodwill generated through its use of User Marks will inure to the benefit of Licensee and hereby assigns and agrees to assign to the Licensee any and all goodwill generated through Aiir's use of User Marks, without any payment or other consideration to Aiir; and Aiir further agrees to take all actions necessary to effect such assignment; and
    4. Aiir shall cease using User Marks within six months of receipt of written notice from the Licensee of the cancellation or termination of the Licensee's license with Aiir.

Third-Party Content Disclaimer

  1. You understand and acknowledge that when using the Aiir Services and/or Websites, you may be exposed to Third-Party Content and agree that Aiir is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Third-Party Content. You further understand and acknowledge that you may be exposed to Third-Party 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 Aiir with respect thereto. Aiir does not endorse any Third-Party Content on any Aiir Service and/or Website, including but not limited to Third-Party Content in any broadcast. Under no circumstances will Aiir be liable in any way for or in connection with any Third-Party Content, including, but not limited to, for any inaccuracies, errors or omissions in any Third-Party Content, any intellectual property infringement with regard to any Third-Party Content, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Content posted, electronically mailed or otherwise displayed or transmitted through the Aiir Services and/or Websites.
  2. Monitoring Users And Content. You understand that all Third-Party Content is the sole responsibility of the person from whom such Third-Party Content originated. This means that the Licensee, and not Aiir, is entirely responsible for User Marks that are uploaded, posted, e-mailed, transmitted or otherwise submitted for use with the Aiir Services and/or Websites. Aiir does not control Third-Party Content posted by others and does not have any obligation to monitor Third-Party Content for any purpose. If at any time Aiir chooses, in its sole discretion, to monitor Third-Party Content, Aiir assumes no responsibility for such Third-Party Content, no obligation to modify or remove any Third-Party Content, and no responsibility for the conduct of the User submitting any such Third-Party Content. You acknowledge that Aiir may or may not pre-screen Third-Party Content, but that Aiir shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse, or remove any Third-Party Content that is available on the Aiir Services and/or Websites. Without limiting the foregoing, Aiir may, at any time and without prior notice, remove any Third-Party Content that Aiir considers in its sole discretion to violate these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of, any Third-Party Content, including any reliance on the accuracy, completeness, usefulness or legality of such Third-Party Content.
  3. Links To Other Websites: Aiir may provide links to other websites that may be of interest to you from time to time (via advertising or otherwise). You acknowledge that these links are provided for your ease of reference and convenience only. Aiir does not control such third-party websites and the inclusion of such links does not imply any endorsement of the material contained in such websites or any association with the operators of such websites.

Confidentiality

  1. "Confidential Information" means all non-public business information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Aiir Services unless, at the time of disclosure, it is or later becomes publicly available or generally known through no fault of the other Party, or if, at the time of disclosure, it was or later is independently developed or obtained by the other Party from independent sources free from any duty of confidentiality. Confidential Information shall also include any Special Terms.
  2. All Confidential Information of the Disclosing Party in the possession of the Receiving Party, whether or not authorized, shall be held in strict confidence, and the Receiving Party shall take all steps reasonably necessary to preserve the confidentiality thereof. The Disclosing Party's Confidential Information shall not be used or disclosed by the Receiving Party for any purpose except:
    1. As necessary to implement or perform these Terms;
    2. As required by law or by any governmental agency or regulatory authority to the extent and for the purpose of such disclosure; or
    3. For the purposes of receiving professional advice from advisers who are subject to professional duties of confidentiality.
  3. The Receiving Party shall limit its use of and access to the Disclosing Party's Confidential Information to only those of its employees, contractors, and agents whose responsibilities require such use or access. Before any of the Receiving Party's employees or contractors receive access to or possession of any of the Disclosing Party's Confidential Information, the Receiving Party shall advise all such employees and contractors of the confidential nature of the Confidential Information and require them to abide by these Terms. The Receiving Party shall be liable for any breach of these Terms by any of its employees, agents or any other person who obtains access to or possession of any of the Disclosing Party's Confidential Information from or through the Receiving Party.
  4. Each Party acknowledges that any breach of any of the provisions of this Section 13 may result in irreparable injury to the other for which money damages could not adequately compensate and the injured Party shall be entitled, in addition to all other rights and remedies which it may have under these Terms or at law or in equity, to injunctive relief or specific performance enjoining all persons involved from continuing the breach or requiring the breach to be cured.
  5. The provisions of this Section 13 shall be applicable in relation to Confidential Information for as long as the Disclosing Party treats such Confidential Information as confidential and shall survive termination of the license for whatever reason.

Licensee Representations, Warranties and Acknowledgements

  1. You represent and warrant that you have the legal right and authority to enter into these Terms and to perform your obligations under these Terms.
  2. You understand, acknowledge and agree that no persons under the age of sixteen (16) may use or access the Aiir Services.
  3. YOU UNDERSTAND, ACKNOWLEDGE AND EXPRESSLY AGREE THAT THE USE OF THE AIIR SERVICES, WEBSITES AND THIRD-PARTY CONTENT IS AT YOUR SOLE RISK. THE AIIR SERVICES, AND ANY THIRD-PARTY CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AIIR SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
  4. You understand and acknowledge that, notwithstanding any of these Terms, complex software and software as a service are never entirely free from defects, errors, bugs and security vulnerabilities and that your access to and use of the Aiir Services and/or Websites provided hereunder may not be uninterrupted or error-free. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the Aiir Services, Websites or any Third-Party Content at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the download or use of such material or data.
  5. You understand and acknowledge that the Aiir Services are designed to be compatible only with software and systems specified as compatible in the Documentation for the applicable Aiir Services. You represent that, as of the Effective Date, your network and systems comply with the relevant specifications provided by Aiir.
  6. You understand and acknowledge that Aiir has not provided and will not provide any legal, financial, accountancy or taxation advice under these Terms or in relation to the Aiir Services.
  7. You understand, acknowledge and agree that if you are dissatisfied with the Aiir Services and/or Websites, then you agree that your sole and exclusive remedy is to discontinue any use of the Website or the Platforms.
  8. You understand and acknowledge that Aiir is not affiliated with Dropbox Inc., Google Inc. or Microsoft Inc., and that no rights or licenses relative to Dropbox, Google Drive or Microsoft OneDrive cloud storage service, which are Third-Party Content and are being accorded to Licensee herein. Licensee shall be responsible for obtaining an appropriate license to use any third-party product and/or Third-Party Content in conjunction with the Aiir Services. If Licensee does not agree to abide by the applicable terms for any such Third-Party Content, then Licensee shall not install or use such Third-Party Content.
  9. YOU UNDERSTAND AND ACKNOWLEDGE THAT AIIR HAS OFFERED THE AIIR SERVICES, SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND AIIR, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AIIR. YOU ACKNOWLEDGE AND AGREE THAT AIIR WOULD NOT BE ABLE TO PROVIDE THE AIIR SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

Aiir Limited Representations; Disclaimers; No Warranties

  1. Nothing in these Terms excludes the liability of Aiir (i) for death or personal injury caused by Aiir's negligence; or (ii) for fraud or fraudulent misrepresentation.
  2. To the best of our information, knowledge and belief, the Aiir Services and Websites, when used in accordance with these Terms, will not infringe the Intellectual Property Rights of any person in any jurisdiction under applicable law.
  3. Disclaimers of Liability.
    1. Aiir shall have no liability for any loss or damage incurred by you or loss of data from your computer system that results from your (a) negligence; (b) breach of these Terms; or (c) anything which is beyond Aiir's reasonable control which prevents Aiir from fulfilling its obligations under these Terms and includes, but is not limited to, fire, flood, storm, riot, civil disturbance, war, nuclear accident, terrorist activity, pandemic and acts of God.
    2. Aiir shall have no liability for any damages you and/or your business may suffer due to any temporary suspension of access to the Aiir Services in the case of system failure, maintenance or repair or for reasons reasonably beyond our control.
    3. Aiir shall have no liability for any loss of data resulting from delays in your use or access of the Aiir Services, non-deliveries, wrong delivery, and any service interruptions caused by Aiir and its employees.
    4. Aiir shall have no liability with respect to any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
    5. Aiir shall have no liability with respect to any loss of profits or anticipated savings; loss of revenue or income; loss of use or production; or loss of business, contracts or opportunities.
  4. No Responsibility for Third-Party Content. To the extent permitted by law, Aiir does not endorse or assume responsibility for any Third-Party Content, product or service advertised or offered by a third party through the Aiir Services and/or Websites, or any hyperlinked website or featured in any banner or other advertising, and Aiir shall not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
  5. No Warranties.
    1. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AIIR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES, SUBCONTRACTORS AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY OR EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS WITH RESPECT TO THE AIIR SERVICES.
    2. EXCEPT FOR ANY EXPRESS WARRANTIES STATED IN THESE TERMS, AIIR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, DESIGN OR ANY OTHER REPRESENTATION OR WARRANTY OF THE AIIR SERVICES. EXCEPT AS MAY BE STATED OTHERWISE IN THESE TERMS, THE AIIR SERVICES ARE PROVIDED AS-IS WITH ALL FAULTS AND THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE LICENSEE. TO THE FULLEST EXTENT OF THE LAW, NO OTHER WARRANTIES OR REPRESENTATIONS WILL BE IMPLIED INTO THESE TERMS OR ANY RELATED AGREEMENTS.
    3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AIIR OR THROUGH THE AIIR SERVICES AND/OR WEBSITES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
    4. Operation and Content. Aiir makes no warranty or representation that the Aiir Services, Websites or any Third-Party Content will be uninterrupted, wholly free from defects, errors and bugs, that the Aiir Services will be compatible with any other software or systems or that such Aiir Services and/or Websites will be entirely secure or that any of the foregoing will be corrected.
    5. Licensee's Legal Liability. Except to the extent expressly provided otherwise in these Terms, Aiir does not warrant or represent that the Aiir Services or use of the Aiir Services will not give rise to any legal liability on the part of the Licensee or any other person.
    6. Accuracy. Aiir makes no warranty or representation regarding the use or the results of the use of the Aiir Services or any Third-Party Content in terms of correctness, accuracy, reliability, or otherwise.

Liability; Damages

  1. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE (EXCEPT IN THE CASE OF DEATH OR PERSONAL INJURY DUE TO AIIR'S GROSS NEGLIGENCE), SHALL AIIR OR ITS AFFILIATES, CONTRACTORS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR ACCESS OF OR THE INABILITY TO USE OR ACCESS THE AIIR SERVICES, OR ANY OTHER INTERACTIONS WITH AIIR, EVEN IF AIIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Limitation of Damages. THE TOTAL LIABILITY OF AIIR OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS OR THIRD PARTY PARTNERS TO YOU FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OR ACCESS OF (OR INABILITY TO USE OR ACCESS) THE AIIR SERVICES AND/OR WEBSITES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FEES YOU HAVE PAID AIIR IN THE THREE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
  3. Limitations by Applicable Law. Aiir's liability will be limited to the greatest extent permitted by law. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
  4. Third-Party Content. In no event shall Licensee hold or seek to hold Aiir liable or otherwise responsible for any loss, damage, inability to use, interruption or delay caused by or related to any Third-Party Content, whether or not provided by, accessed through or used in conjunction with the Aiir Services. LICENSEE EXPRESSLY ASSUMES ALL RISKS OF USING ANY THIRD-PARTY PRODUCT AND/OR THIRD-PARTY CONTENT AND WAIVES ANY AND ALL CLAIMS AGAINST AIIR, WHETHER KNOWN OR UNKNOWN, AS A RESULT OF SUCH USE BY LICENSEE OF ANY THIRD-PARTY CONTENT. ALL THIRD-PARTY CONTENT IS PROVIDED "AS-IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY CONTENT IS BETWEEN THE LICENSEE AND THE OWNER OR PROVIDER OF SUCH THIRD-PARTY CONTENT.
  5. No Claims or other actions arising in connection with the Aiir Services or these Terms may be brought by Licensee more than one (1) year after the date on which Licensee first becomes aware or should have first become aware of the claim giving rise to such action.

Indemnification

  1. The Licensee hereby agrees to defend, indemnify, save and hold harmless Aiir and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, "Indemnified Parties") from any and all claims, actions, demands, liabilities, losses, causes of action and other proceedings, including all reasonable costs and expenses, including reasonable lawyers' fees ("Claims") to the extent that such Claims may arise or result from:
    1. any injury to person or property caused by any services provided or performed, or agreed to be performed, or products (including but not limited to defective products) sold or otherwise distributed in connection with your website via Aiir's server (i.e., we have no control over or liability arising from products and services offered on our server via your website);
    2. Infringement of any copyright, patent, trade secret, or other Intellectual Property Right or proprietary right of a third party due to your use of the Aiir Services;
    3. Defamation, invasion of privacy or other similar theories of law, whether arising in tort or by statute, due to your use of the Aiir Services;
    4. Your breach of these Terms, including but not limited to any representation or warranty contained in these Terms;
    5. Your access to or use of the Aiir Services, including without limitation your or others' access of Third-Party content or other materials available by means of the Aiir Services; or
    6. Information, including personal information, any third party's Confidential information, Customer Data or any other data posted, provided or otherwise furnished by you to Aiir and/or Aiir Services.
  2. The Indemnified Parties shall have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify or hold harmless the Indemnified Parties ("Indemnified Claim"). You may not settle any Indemnified Claim without the prior written consent of the concerned Indemnified Parties, and the Indemnified Parties shall not be liable for any settlement, in whole or in part, made by you without such prior consent. If we take legal action against you for any breach of these Terms and a court makes an award in our favor, you will be responsible for all costs allowable by the courts (meaning legal costs which we incur, your own costs and any other costs ordered by the court).
  3. The obligations hereunder are subject to the following conditions:
    1. Aiir shall notify you in writing promptly after we become aware of a Claim, provided that any failure to notify you shall not relieve you from indemnification obligations except to the extent that you are actually prejudiced thereby;
    2. In the event that such Claim is based solely on your content, publications or other material, Aiir may, in its sole discretion, grant you sole control of the settlement, compromise, negotiation and defense of such Claim;
    3. The Parties shall cooperate in good faith in the defense of any Claim that causes Aiir to invoke an indemnity hereunder.

Media Manager User Content Policy

  1. Aiir allows certain types of files to be uploaded to the Media Manager application. If Aiir grants File Transfer Protocol ("FTP") access to a User, the terms of the access will be determined by Aiir. Aiir reserves the right to change those terms of access and restrict access at any time without notice.
  2. Restrictions.
    1. Aiir restricts the types of files that can be uploaded to Media Manager in the Platforms, the number of uploads that can occur at once, the total size of files in one queue, and the amount of space the Licensee can use in Media Manager in which such limitation is imposed automatically and cannot be exceeded. In the event that the Licensee approaches the limit for the amount of space the Licensee can use in Media Manager and/or such limit is reached, a warning will be displayed in Media Manager and further uploading will be suspended until such usage returns inside the limit.
    2. Aiir prohibits the Licensee from uploading executable files, or files which risk the security or stability of the Aiir Services.
  3. Reservations and Rights. In order to improve the efficiency of our Services and the performance of our servers, Aiir reserves the right to: edit, manipulate, compress and/or resize uploaded content, move uploaded content to a different server with no previous notice, copy uploaded content to a third party server with no previous notice, and deliver the content direct from the third party's servers. Aiir further reserves the right to restrict any file types, to add further types, or remove permitted types at any time.

Acceptable Use Policy

  1. Acceptable Use of Cloud Computing Services. This Acceptable Use Policy ("AUP") describes how you must use and what you cannot do with the cloud computing services we provide to you ("Cloud Services"). The Cloud Services are based on a Managed Cloud Platforms ("MCP") which comprises computing hardware and software, including Cloud Automation and orchestration tools.
    1. You are solely responsible for: (a) the content, materials and data that you create outside an MCP and upload to and process on an MCP; (b) the content, materials and data that you create through your use of the Cloud Services; and (c) applications and other software that you install on an MCP (together "Client Content").
    2. This AUP applies to all uses of any MCP and Cloud Services, including but not limited to use resulting from or involving Client Content.
    3. You shall comply with all applicable laws and regulations when using the Platforms and shall not allow any illegal or improper use of the Platforms.
  2. Changes to AUP. We may change this AUP from time to time by posting the updated version of this AUP to these Terms or otherwise providing notice to you. If you do not agree with the change you must stop using the Platforms. If you continue to use the Platforms following a change to this AUP you will be deemed to have accepted the change.
  3. AUP Applies to All Users. This AUP applies to the use of the Cloud Services by all Users, including without limitation, your customers, third party service providers and other end-users. You are responsible for the acts and omissions of all Users.
  4. Usage Limits
    1. We reserve the right to impose limits on the bandwidth or the data storage capacity available to you. If we do so, you agree that you will comply with these limits. If you exceed these limits or use a disproportionate share of the available bandwidth, we may limit or "throttle" your bandwidth or capacity usage or impose traffic management procedures.
    2. You may not circumvent any limits that we place on your use of the Cloud Services.
  5. Email and Spam
    1. You may not use the Platforms to distribute email, instant messages, text messages or other communications in an unacceptable or illegal manner. By way of example (and not limitation), you may not (a) create or send hoax emails or chain emails; (b) send unsolicited commercial email or bulk email ("spam" or "spamming"); (c) harvest email addresses; (d) use open proxies or relays to allow spamming; or (e) impersonate someone else ("spoofing") or falsify message header information.
    2. All commercial email promoting goods or services you send using the Cloud Services must comply with all applicable laws, rules, regulations, industry codes and similar guidelines.
  6. Security
    1. You may not use the Platforms or allow the Platforms to be used to:
      1. gain unauthorized access to computer systems or engage in security attacks of any kind including but not limited to: against trust (such as email spoofing, password cracking, IP spoofing and DNS poisoning); against confidentiality and integrity (by using malware such as computer viruses, worms, trojan horses, rootkits, keyloggers, spyware or and other malicious programs and code); or against availability (such as denial of service and email bombs)
      2. corrupt, modify or intercept electronic communications intended for any other person or entity; or
      3. interfere with or disrupt the operation of an MCP or the Platforms.
    2. You shall not avoid or attempt to avoid any limitations we place on your use of the Platforms.
  7. Abuse and Illegal Behavior
    1. You may not use the Cloud Services to:
      1. conduct or engage in any illegal business or activity;
      2. infringe any third-party intellectual property right (for example copyright, patents, trademark, trade secret or know-how);
      3. collect, copy or process information in a way that breaches data protection laws or leads to a wrongful breach of privacy; or
      4. create, distribute, process or view any defamatory, obscene, indecent, pornographic, racist, sexist, discriminatory, misleading, deceptive, fraudulent, or otherwise objectionable, offensive or illegal material.
  8. Law Enforcement
    1. We reserve the right at any time and without notice to investigate any suspected breach of this AUP or misuse of the Cloud Services.
    2. We may block access to Client Content or remove it from the Cloud Services if we have reasonable grounds to suspect that it breaches this AUP.
    3. We may be required to cooperate with courts and judicial bodies, police and law enforcement authorities, regulators and other appropriate third parties to help with the investigation and prosecution of illegal conduct. This cooperation may include disclosing information and data about MCPs and the Cloud Services to them and providing them with information about your use of the Platforms and Client Content when we are legally required to do so.
  9. Suspension or Termination
    1. If you breach this AUP or misuse the Cloud Services or allow others to do so, we may suspend or terminate your use of the Cloud Services. We shall not be liable for any losses incurred as a result of termination under this AUP .
    2. If we decide that the breach can be remedied without suspending your access to the Cloud Services, we may request you to remedy the breach within the time period that we specify. If the breach is not remedied within that time period, we reserve the right to suspend your access to the Cloud Services.
    3. If we suspend your access to the Cloud Services, we may terminate your access to the Cloud Services if you do not correct the reason for suspension within seven days of the suspension.
    4. Following termination of the Cloud Services, your data may be deleted at our discretion. It is therefore your responsibility to ensure any data stored on the Cloud Services has been downloaded prior to termination.
  10. Reporting Breaches. You will immediately notify us if you become aware of any breach of this AUP and assist us to investigate or remedy the breach.

Website Policies

Our Websites are made available free of charge. You are responsible for making all arrangements necessary for you to have access to our Website. Use of our Websites is subject to our Website Privacy Policy and Cookies Policy. Aiir reserves the right to refuse service and/or access to its servers and/or Aiir Services to anyone. We do not guarantee that our Websites, or any content on them, will always be available or be uninterrupted. We do not guarantee that our Websites, or any content on them, will be free from errors or omissions. Access to our Websites is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Websites without notice for any reason, including but not limited to, for breach of any provision of these Terms, or of any applicable law or regulation. We will not be liable to you if for any reason our Websites are unavailable at any time or for any period. In the event we do terminate your access to the Websites, you agree to immediately stop using the Websites and the Aiir Services. This shall not limit our right to take any other actions against you that we consider appropriate to defend our rights or those of any other person.

Miscellaneous

  1. Notices. Aiir may provide you with notices, including those regarding changes to these Terms, by postings on the Website(s), via electronic mail, or by postal delivery. Notice sent via email will be deemed given twenty-four hours after such email is sent, unless Aiir is notified that the electronic mail address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Website(s). In such case, notice will be deemed given three days after the date of mailing. All notices from Licensee to Aiir shall be sent via e-mail at accounts@aiir.com.
  2. Waiver. A provision of these Terms may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of Aiir to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
  3. Severability. If a provision in these Terms is determined to be invalid, unenforceable or illegal, then the provision will be reformed to the minimum extent necessary to cause it to be valid, enforceable and legal while preserving the intent of the Parties as expressed in, and the benefits to the Parties provided by, these Terms; provided that, if the provision cannot be so reformed, then it will be severed from the Terms and the remainder of the Terms will remain effective and will be construed in accordance with its terms as if the invalid, unenforceable or illegal provision was not contained in the Terms.
  4. Assignment. These Terms, and any rights, licenses or obligations hereunder, may not be transferred or assigned by you without the prior written consent of Aiir. Aiir may assign its rights and obligations under these Terms as it deems appropriate. Any assignment attempted to be made in violation of these Terms shall be void.
  5. No Agency: No joint venture, partnership, employment, or agency relationship exists between you and Aiir as a result of these Terms or use of the Aiir Services. You further acknowledge that by submitting your User Marks or other content, no confidential, fiduciary, contractually implied or other relationship is created between you and Aiir other than pursuant to these Terms.
  6. Survival: The Sections of these Terms that logically would be expected to survive the termination or expiration of these Terms will survive such termination, cancellation or expiration, including but not limited to the Sections 10, 11(A)-(C), 13, 14, 15, 16, 17, 20, and 21(J).
  7. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
  8. Entire Agreement. These Terms, including any Policies incorporated by reference, shall constitute the entire agreement between you and Aiir relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to said subject matter.
  9. Amendment. These Terms shall not be modified except in writing, signed by both Parties, or by a change to these Terms made by Aiir as set forth in Section 3.
  10. Jurisdiction. By using the Aiir Services you agree that:
    1. If you are based in the EEA, the laws of England and Wales shall apply to the interpretation of the Terms and any disputes between us and any legal action in respect of the same shall be subject to the jurisdiction of the courts of England and Wales;
    2. If you are based outside of the EEA, the laws of the State of North Carolina shall apply to the interpretation of the Terms and any disputes between us and any legal action in respect of the same shall be taken in the courts of the State of North Carolina.

Data Processing Addendum

The terms and conditions of this Data Processing Addendum ("DPA") are in addition to those of the Terms. This DPA sets out the additional terms, requirements, and conditions on which Aiir will obtain, handle, process, disclose, transfer, or store Personal Information when providing services to Licensee consistent with the Parties agreement and the Terms. In the event of a conflict between the Terms, and this DPA, the latter shall prevail. Except as varied by this DPA, the Terms shall continue in full force and effect.

1. Definitions

Capitalized terms that are not specifically defined in this DPA have the same meanings as set forth in the Terms. Unless the context otherwise requires, the use of the word "Term" alone shall be interpreted to include both the Terms and this DPA, as well as any other agreement between the parties made part of or pursuant to the Terms. The following definitions shall apply:

  1. "Applicable Data Protection Law" means any applicable data privacy, data protection, and data security law or regulation governing the collection, use and processing of Personal Information, including, but not limited to, where applicable the California Consumer Privacy Act and the European Union General Data Protection.
  2. "Authorized Aiir Personnel" means Aiir's employees, contractors, and agents who have a need to know or otherwise access Personal Information to enable Aiir to perform its obligations under its agreement with Licensee, and who are bound by confidentiality and other obligations sufficient to protect Personal Information in accordance with the Terms.
  3. "Contracted Business Purpose" means the Aiir Services used by Licensee
  4. "Security Breach" means any unauthorized access to or disclosure or acquisition of Personal Information on Aiir's systems requiring that notice be given to Licensee, a Data Subject or a governmental authority pursuant to an Applicable Data Protection Law.
  5. "Data Subject" means an individual who is the subject of the Personal Information and to whom or about whom the Personal Information relates or identifies, directly or indirectly.
  6. "Personal Information" means information that Licensee provides or for which Licensee provides access to Aiir, or information which Aiir creates or obtains on behalf of Licensee, in accordance with the Terms that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate an individual (including, without limitation, employee identification numbers; government-issued identification numbers; passwords or PINs; user identification and account access credentials or passwords; financial account numbers; biometric, genetic, or health data; answers to security questions; an individual's internet activity or similar interaction history; inferences drawn from other personal information to create consumer profiles; geolocation data; an individual's commercial, employment, or education history; and other personal characteristics and identifiers). Licensee's business contact information is not by itself Personal Information, unless otherwise required by Applicable Data Protection Law.

2. Parties Roles With Respect To Processing

At all times, Licensee retains control of the Personal Information it provides to Aiir or that Aiir creates or obtains on behalf of Licensee, in accordance with the Terms. As data controller Licensee remains responsible for its compliance obligations under the Applicable Data Protection Laws, including providing any required notices and obtaining any required consents, and for any processing undertaken by Aiir on Licensee's behalf. Aiir is a data processor and not a controller in relation to the Personal Information. Due to the way in which the Platforms operates and your ability to control what Personal Information is collected we may not know what Personal Information we are processing on your behalf. Aiir will process Personal Information for Licensee throughout the duration of Licensee's use of the Services.

3. Aiir's Obligations

  1. Aiir will comply with the Terms and this DPA.
  2. Aiir will only process, collect, use, retain, or disclose Personal Information in furtherance of the Contracted Business Purposes.
  3. Aiir will limit Personal Information processing, collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose.
  4. Aiir will not disclose Personal Information to any person other than to Authorized Aiir Personnel without Licensee's prior written consent unless required by Applicable Data Protection Law, in which case, Aiir will use reasonable efforts to notify Licensee before such disclosure or as soon thereafter as reasonably possible, consistent with the requirements of Applicable Data Protection Law.
  5. Aiir will reasonably comply with any Licensee request or instruction to Aiir to provide, amend, transfer, or delete Personal Information, or to stop, mitigate, or remedy any unauthorized processing of Personal Information. Further, Aiir will provide reasonable assistance to Licensee in responding to data privacy related inquiries, including responding to verifiable Data Subject requests, taking into account the nature of Aiir's processing and the information available to Aiir.
  6. Upon your reasonable request, Aiir will make available to you information to demonstrate our compliance with our obligations under Applicable Data Protection Law and shall, at your expense, participate in reasonable audits and inspections.
  7. If a Contracted Business Purpose requires the direct or indirect collection of Personal Information from individuals on the Licensee's behalf, Aiir will maintain a compliant Website Privacy Policy and related privacy disclosures under Applicable Data Protection Law at the time of collection.
  8. Aiir may aggregate, deidentify, or anonymize Personal Information collected pursuant to the Terms so that it no longer meets the personal information definition, and may use such aggregated, deidentified, or anonymized data for its own research and development purposes. Aiir will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.
  9. Aiir will employ reasonable technical and organizational security measures to protect Personal Information in accordance with accepted industry standards.
  10. Where Licensee is based in the European Economic Area ("EEA") or another area that restricts cross border data transfers, Aiir will not, without your prior written consent, host Personal Information on servers located outside the EEA or transfer or permit the transfer of any Personal Information to any territory outside the EEA without the use of a valid and agreed upon cross-border transfer mechanism. Notwithstanding the foregoing, Licensee may always access and use its Personal Information from anywhere in the World, including by exporting the Personal Information to third party systems and networks that Aiir does not control which may result in the processing of Personal Information outside of the EEA. Licensee is responsible for determining whether Personal Information accessed and used in this way constitutes a valid transfer under Applicable Data Protection Law.

4. Licensee's Obligations

  1. Licensee will comply with the Terms and this DPA.
  2. Licensee is responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information that is under its control or in its possession.
  3. Licensee will comply with Applicable Data Protection Law and use only secure methods, according to accepted industry standards, when transferring or otherwise making Personal Information available to Aiir.
  4. Licensee will ensure that only Personal Information that is reasonably necessary and proportionate to achieve the Contracted Business Purposes is provided to Aiir by Licensee or its Authorized Persons.
  5. Licensee will provide written notice to Aiir if any information Licensee directly provides to Aiir contains Personal Information of end consumers of Licensee's products or services. Aiir will not be responsible for determining on its own that any such information that Licensee directly provides to Aiir qualifies as Personal Information.

5. Subcontractors

Aiir may use subcontractors in connection with the provision of the Contracted Business Purpose, provided that where appropriate, Aiir contractually obligates each subcontractor to terms at least as protective as those in this DPA with respect to the processing of Personal Information. Notwithstanding the use of any subcontractor, Aiir shall remain fully liable to Licensee for any failure by any of its subcontractors to fulfill its obligations under this DPA in relation to the processing of Personal Information. For each subcontractor used, Aiir will provide Licensee an up-to-date list disclosing the subcontractor name, contact information and type of service provided. If no objection is received within ten (10) business days of providing such updated list, Aiir will deem the subcontractor approved. A current list of subcontractors includes:

6. Security Breach Procedures

  1. Aiir will notify Licensee of a Security Breach involving Licensee's Personal Information as soon as reasonably practicable after Aiir becomes aware of it or as otherwise required by Applicable Data Protection Law.
  2. Immediately following Aiir's notification to Licensee of a Security Breach, the parties will coordinate with each other, as necessary, to investigate the Security Breach.
  3. Except as required by Applicable Data Protection Law, Aiir agrees that it will not inform any third party of any Security Breach without Licensee's prior consent, other than to inform a complainant that the matter has been forwarded to Licensee's attention.