|ARACNO CO. SUBSCRIPTION AGREEMENT
BY USING THIS SERVICE YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”) GOVERNING YOUR USE OF ARACNO’S ONLINE SERVICE (“SERVICE”). YOU UNDERSTAND THAT IF YOU ARE ACCEPTING THESE CONDITIONS ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY YOU HAVE THE AUTHORITY TO DO SO.
As part of the service, Aracno Co. will provide you with a browser interface to access and store data pertaining the service subscribed.
2. License Description
Aracno Co. hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes. All rights not granted are reserved by Aracno Co. You should not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make accessible to a third party the Service, modify or make derivative works based upon the Service, create links, frame or mirror server or access the Service in other to build a competitive product or service using similar ideas, features, functions or graphics.
3. Your Responsibilities
You are responsible for all activity occurring under your user account and should comply will all applicable local, state, federal and foreign laws and treaties and regulations in connection with use the Service including those related to data privacy, international communications and the transmission of technical or personal data. You shall notify Aracno Co. immediately if you know or suspect of any unauthorized use of any password or any other break in security, and will use reasonable effort to stop immediately any copying or distribution of information that is know by you or your Users.
Aracno Co. does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Aracno Co., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data. Aracno Co. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
5. Intellectual Property Ownership
Aracno Co. alone shall own all right, title and interest, including all related intellectual Property Rights, in and to the Aracno Co. Technology, the Content and the Service and any suggestions, ideas, enhancement request, feedback, recommendation or other information provided by you or any other party relating the Service. This agreement is not a sales and does not convey to you any rights of ownership in or related to the Service, the Aracno Co. Technology or the Intellectual Property Rights owned by Aracno Co. Aracno Co. name and logo, and the product names and logos associated with the Service are trademarks of Aracno Co. or third parties, and no right or license is granted to use them.
6. Charges and Payment of Fees
You shall pay your fees or charges in accordance with the fees, charges and terms in effect at the time a fee or charge is due. Aracno Co. reserves the right to modify its fees and charges at any time, upon at least 30 days prior notice to you. Aracno Co. charges and collects in advance for use of the Service. Aracno Co. will automatically renew your subscription monthly for monthly subscriptions and yearly for yearly subscriptions. You agree to provide Aracno Co. with complete and accurate contact information. It is your responsibility to communicate to Aracno Co. of any changes within 30 days. If the contact information provided is false, Aracno Co. reserves the right to terminate your access to the Service in addition to any other legal remedies. You have 30 days to report any discrepancy in your invoice from date of issuance to receive an adjustment or credit.
7. Non-Payment and Suspension
In addition to any other rights granted to Aracno Co., herein, Aracno Co. reserves the right to terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to collection expenses. You will continue to be charged for the Service during any period of suspension. If the Agreement is terminated, you are responsible to pay the balance due on your account according to fees and charges at the time of cancellation, including collection charges. You agree and acknowledge that Aracno Co. has no obligation to retain any Customer Data if your account is 30 days or more delinquent.
This agreement starts on the effective date and terminates at the end of each billing period. It can be cancelled by either party with 30 days notification prior to cancellation date. Any breach of your payment obligations or unauthorized use of the Aracno Co. Technology or Service will be deemed a material breach of this Agreement. Aracno Co. , in its sole discretion may terminate your password, account or use of the Service if you breach or otherwise fail to comply with the Agreement.
9. Representation and Warranties
Each party represents and warrants that it has legal power and authority to enter into this Agreement. Aracno Co. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonable applicable to the provision thereof and that the Service will perform substantially under normal use and circumstances
10. Mutual Indemnification
You should hold Aracno Co., its licensors, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless of any claims , costs, damages, losses, liabilities and expenses arising out of or in connection with a claim alleging that use of your Customer Data infringes the right of, or has caused harm to, a third party; or a claim that constitute a violation by you of your representations and warranties; or claim arising from the breach of this Agreement by you or your Users
Aracno Co. shall hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from any claims, costs, damages, losses, liabilities and expenses arising out of or in connection with: a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; a claim that would constitute a violation by Aracno Co. of its representation and warranties; or a claim arising from the breach of this Agreement by Aracno Co.
11. Disclaimer of Warranties
ARACNO CO. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY AS TO THE RELIABILITY, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ARACNO CO. AND ITS LICENSORS DO NOT REPRESENT THAT THE USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, ANY STORED DATA WILL BE ACCURATE OR RELIABLE.
12. Internet Delays
ARACNO CO. SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ARACNO CO. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
13. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
This Agreement shall be governed by Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Fort Lauderdale, Florida.