These terms of service (which we'll refer to below as the "Agreement") are a contract between you and A-CTI FULL Inc. dba AdaptiveU (which we'll refer to below as just "FULL"). This Agreement will govern your use of FULL's products and services and all other aspects of your commercial relationship with FULL, so please read it carefully. By using or continuing to use FULL's products and/or services, you agree to each of the terms and conditions below.
In order to deliver the Services, FULL needs your permission to perform various tasks with the content that it hosts on your behalf. Accordingly, you agree that FULL may (i) review the content hosted on your university periodically (ii) create and maintain written records of content used from third parties; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to FULL for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to FULL in connection with the Services; (v) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to FULL; and (vi) take all other steps that are reasonably necessary in order for FULL to deliver the Services. You agree to inform FULL immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive message notifications; you acknowledge that, unless and until you do so, FULL will continue to send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.
You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.
Billing and Payment
You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize FULL to collect from you. If you exceed your allotted storage or hosting limit, you will be charged for all additional storage used in accordance with the plan you've selected.
You agree to pay to FULL the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize FULL to send your invoices to the primary email address you provided during sign-up, and to inform FULL immediately and in writing of any change to that email address or your other billing information. If you have provided FULL with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize FULL to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize FULL to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform FULL immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from FULL.
Terms and Termination
This Agreement will continue on a month-to-month basis until you or FULL terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or FULL may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, FULL may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or FULL's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of FULL's right to enforce, any obligation that arose during the term of this Agreement.
Disclaimer of Warranties, Remedies, and Indemnification
except as may be expressly set forth in this agreement, full furnishes the services "as is", with all faults, and without warranty of any kind whatsoever, whether express or implied, including any warranty of merchantability or fitness for a particular purpose.In particular, but without limiting the foregoing, FULL cannot and does not warrant that the Services will operate without delays or interruptions; FULL expressly disclaims any and all warranties to that effect.
full's entire liability on all claims of any nature arising out of or relating to this agreement or the services will be limited, in the aggregate, to the amount paid by you to full over the twelve (12) months preceding the event(s) giving rise to such claims. in no event shall full be liable for any indirect, consequential, special, incidental, or punitive damages (including, but not limited to, lost profits, loss of business opportunity, lost revenue, or loss of goodwill) on any cause of action, whether in contract, tort, strict liability, or otherwise, arising out of or relating to this agreement or the services. the parties expressly acknowledge that these limitations on potential liabilities were an essential element in setting consideration under this agreement.
You agree to indemnify, defend, and hold harmless FULL from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by FULL as a result of, or in connection with, any third party claim or cause of action against FULL (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement.
This Agreement supersedes all previous agreements between you and FULL, in whatever form, and (except for terms describing the monthly charges and overage charges associated with the plan you've selected) constitutes the full, final, and entire agreement between you and FULL regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, FULL shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and FULL or any of FULL's employees or other agents.
This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with FULL will be governed by, the laws of the United States and the State of Oregon, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with FULL shall be settled exclusively by binding arbitration to take place in Multnomah County, Oregon under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against FULL, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.
A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by FULL. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. FULL may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without FULL's written consent.