Note: These Beta Terms of Service have been superseded and replaced with a newer version. This version is made available for archival and reference purposes only.
Thanks for your interest in Aerofiler! We are currently in private beta. If you are interested in participating, please contact us.
Last updated: 20 August 2018
These Beta Terms of Service ("Terms") constitute a legally binding agreement between you and Aerofiler Inc. ("Aerofiler") concerning your access to and use of any Aerofiler website through which Aerofiler makes its services available for your beta testing purposes ("Services"). In these Terms, "you" means the organization that is entering into these Terms with Aerofiler. These Terms apply to you unless you have negotiated a separate agreement with Aerofiler that expressly states that these Terms do not apply to you. Otherwise, by accessing or using the Services, you agree to comply with and be bound by these Terms.
1.1. Provision of Services. Aerofiler will provide you with access to the Services at no charge during the period of the beta test ("Beta Term"). The Beta Term will continue until Aerofiler, in its sole discretion, terminates the beta test, provided that Aerofiler will give you at least 14 days' written notice before such termination.
2.1. Restrictions. You will not, and will not allow any third party to:
(a) unless permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services;
(b) attempt to circumvent, disable, or otherwise interfere with any security-related features of the Services, including features that enforce limitations on the use of the Services or restrict access to portions of the Services;
(c) use the Services as part of any effort to directly compete with us;
(d) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software; or
(e) use the Services in a manner that violates any applicable laws or regulations.
2.2. Compliance. You will comply with all applicable laws in connection with your use of the Services, including any applicable U.S. Export Administration Regulations, anti-corruption laws and U.S. embargoes.
2.3. Feedback. You agree to evaluate and test the Services and you may provide Aerofiler with reports and feedback to assist in future development of the Services. Aerofiler may also collect certain technical and statistical information regarding your use of the Services for the purpose of maintaining, troubleshooting, and improving the Services, and you consent to such collection and use. Aerofiler may use your feedback and the technical information we collect without any restriction or payment, and you assign to Aerofiler any right, title, and interest in any data, feedback, suggestions, and written materials provided to or obtained by Aerofiler related to your use of the Services, exclusive of your Confidential Information.
3.1. Aerofiler IP. Neither these Terms nor your use of the Services grants you ownership of any intellectual property rights in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use Aerofiler’s trademarks or other brand elements.
3.2. Your IP. In the course of using the Services, you may submit content to Aerofiler (including personal data and your Confidential Information) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). These Terms do not grant Aerofiler ownership of any intellectual property rights in your Content.
3.3. Your Content. You are solely responsible for your Content and warrant that your use of your Content in connection with the Services (including your uploading or transmission of such Content using or via the Services) will not violate any applicable law or third party intellectual or other proprietary rights.
If the parties have entered into a non-disclosure agreement or confidentiality agreement (“NDA”), these Terms incorporate the NDA. If the parties have not signed an NDA, then the following apply:
4.1. Definition. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances. Your Confidential Information includes your Content. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes public through no fault of Recipient; (b) Recipient already lawfully knew; (c) was rightfully given to Recipient by an unaffiliated third party without restriction on disclosure; or (d) was independently developed by Recipient without reference to Discloser’s Confidential Information.
4.2. Confidentiality. Recipient will: (a) protect Discloser’s Confidential Information using reasonable care; (b) use Discloser’s Confidential Information only as permitted by these Terms, including to exercise Recipient’s rights and fulfill Recipient’s obligations under these Terms; and (c) not disclose Discloser’s Confidential Information the Discloser’s prior consent, except to affiliates, contractors, agents, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section. Recipient may disclose Discloser’s Confidential Information when and to the extent required by law or legal process, but only after Recipient, if permitted by law, uses reasonable efforts to notify the other party.
4.3. Return or Destruction of Confidential Information. Upon the termination of these Terms, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices.
4.4. Security. Aerofiler will maintain appropriate technical and organisational measures to safeguard your Content and your Confidential Information from unauthorized access, use, disclosure, erasure, or modification.
Either party may terminate these Terms upon written notice to the other party. Following termination of these Terms, you will promptly discontinue all use of the Services.
YOU ACKNOWLEDGE THAT THE SERVICES ARE PART OF A BETA TESTING PROGRAM AND ARE NOT INTENDED FOR PRODUCTION USE. AEROFILER MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AEROFILER DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.1. Exclusions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AEROFILER BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7.2. Limitation. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AEROFILER’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO AEROFILER UNDER THESE TERMS DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; PROVIDED, HOWEVER, THAT THE LIABILITY CAP WILL NOT APPLY TO LIABILITY FOR (A) FRAUD OR WILFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY, OR (C) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
8.1. Assignment. Any assignment of these Terms by you without our prior written consent will be null and void.
8.2. Amendment. The parties may amend these Terms only in a written amendment signed by both parties.
8.3. Entire Agreement. These Terms are the parties’ entire agreement relating to the subject matter of these Terms, and any reference to or use of a purchase order is for convenience, and any terms that govern the purchase order are of no effect.
8.4. Governing Law and Jurisdiction. These Terms are governed by the laws of the State of California, excluding any conflict of laws rules. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in San Mateo County, California, and the federal courts located in the Northern District of California with respect to the subject matter of those terms.
8.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
8.6. Relationship. The relationship between you and Aerofiler is that of independent contractors. These Terms does not create a partnership, agency relationship, or joint venture between the parties.
8.7. Severability. If any provision of these Terms is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties’ intention and the remaining provisions will not be affected.
9.1. Data Processing. If they are applicable to you, the terms of the Data Processing Addendum are incorporated into and form a part of these Terms.