Terms of Service
(Effective as of January 26, 2019)
These terms (the “Terms”) apply to your use of Averon.com and any related websites, dashboards, social sites, APIs, and all other products and services (collectively, the “Service”) of Averon US, Inc. (“Averon,” “we,” “us” or “our”).
Accepting these Terms
If you access or use the Service, or by clicking that you agree when prompted by Averon, you are entering into a binding agreement with Averon and agree to be bound by all of the terms below. Please read all of the terms before you use the Service. If a term does not make sense to you, please let us know. If you don’t agree to all of the terms below, you may not use the Service.
Changes to these Terms
We encourage you to review the Terms regularly to know about our practices. We may change these Terms from time to time. For example, we may change these Terms if we come out with a new feature, product or website. If we make changes, we will let you know by revising the effective date at the top of the policy and, in some cases, may provide you with additional notice (such as sending you an email notification if you are subscribed to one of our newsletters or a user of one our services in which your email address has been provided to us). Any changes we make to these Terms will be effective when we post them. If you use the Service after we have posted the changed Terms, then you have accepted the changes to these Terms.
Right to Use the Service
On the condition that you fully comply with these Terms, Averon grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Service.
Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Service; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Service; (c) disassemble, decompile or reverse engineer any of the software components of the Service; (d) copy, frame or mirror any part of the Service; (e) interfere with or disrupt the integrity or performance of the Service; or (f) attempt to gain unauthorized access to the Service or its related systems or networks.
Prohibited Use of the Service
You may not post any content (“Content”) or otherwise make available on or through the Service any of the following:
- Private information of any other person (including names, email addresses, phone numbers, Social Security numbers and financial information);
- Content that is libelous, defamatory, abusive, offensive or hateful;
- Content that is obscene, pornographic, indecent or sexually explicit, or that depicts graphic, excessive or gratuitous violence;
- Content that is illegal, harmful or offensive or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense;
- Content that may infringe, misappropriate or violate any intellectual property rights, rights of privacy, rights of publicity or any other rights of others;
- Viruses, corrupted data or other harmful, disruptive or destructive files or code;
- Content that, in Averon’s judgment, is objectionable, may restrict or inhibit another from enjoying the Service or may expose Averon or users of the Service to harm or liability of any type; and/or
- Content that you are contractually or legally required to keep confidential.
Also, you may not do any of the following in connection with the Service or other users:
- Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service;
- Collect any personal information about other users;
- Intimidate, threaten, stalk, bully or otherwise harass other users;
- Post spam or commercial messages through the Service;
- Create an account or any post any Content if you are not over 13 years of age;
- Use automated means to submit or edit Content;
- Use the Services for any illegal or unauthorized purpose or to engage in, encourage or promote any activity that is unlawful or that violates these Terms; and
- Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Service, its users, or third parties.
Your use of the Service is at your own risk. Averon is not responsible or liable for the conduct of, or your interactions with, any other users (whether online or offline) or for any related damage or harm. Averon is not liable for any Content you may post to its Service or affiliated services. Although we have no obligation to screen, edit or monitor Content, we reserve the right, and have the discretion, to screen, edit or remove any Content at any time, for any reason and without notice. You represent and warrant that (a) you own and control all of the rights to all Content that you post or that you otherwise have the right to post your Content to the Services; (b) the Content you post is accurate and not misleading; and (c) our use and posting of the Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
Reporting and Removal
Users of our Service and related social media accounts or other online services may report Content to Averon that they think violates these Terms, and Averon may remove that Content, suspend or terminate the account of the user who made posted the Content and/or take additional action to enforce these Terms against such user.
Also, in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Averon has adopted a policy of terminating, blocking or otherwise removing, in appropriate circumstances and at our discretion, users who are deemed to be repeat infringers. We also may, at our discretion, limit access to the Service and terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
As between you and Averon, all information, materials and content of the Service, including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms and all other Content is owned by Averon or is used with permission.
When you post, link or otherwise make available Content to the Service, you grant us a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content throughout the world in any manner or media, on or off the Service. Averon reserves all rights not expressly set forth in these Terms.
Any suggestions, comments or other feedback you give us about the Service will be our confidential information. We are free to use, disclose, reproduce, license, distribute and exploit this feedback as we see fit, without compensation to you or any obligation or restriction because of any intellectual property rights or otherwise.
THE SERVICE AND ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) ARE PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.
Limitation of Liability
IN NO EVENT WILL AVERON BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES OR ARE AWARE OF THE POSSIBILITY OF THESE DAMAGES.
You will defend, indemnify, and hold us harmless from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to any conduct with respect to the Service or violation (or alleged violation) of these Terms or the rights of any third party by you or any person related to your use of our Service.
Changes to the Service
Averon reserves the right in our discretion to review, improve, change or discontinue, temporarily or permanently, the Service and/or any features, information, materials or content on the Service with or without providing notice to you. Averon will not be liable to you or any third party for any changes or discontinuance of the Service or any part of the Service.
Consent to Electronic Communications
By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at email@example.com.
Suspension and Termination
Averon may suspend or terminate your rights to access or use the Service for any reason or for no reason at all and with or without notice at Averon’s discretion. All of the terms of these Terms will survive any termination or suspension.
Governing Law; Arbitration
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH AVERON AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM AVERON.
In the event of any controversy or claim arising out of or relating in any way to these Terms or the Service, you and Averon agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement within a period of 60 days, then either of us may, by notice to the other demand mediation under the mediation rules of the American Arbitration Association in San Francisco, California. We both give up our right to litigate our disputes and may not proceed to arbitration without first trying mediation, but you and Averon are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, you and Averon intend and agree: (1) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (2) not to assert class action or representative action claims against the other in arbitration or otherwise; and (3) will only submit individual claims in arbitration and will not seek to represent the interests of any other person or entity.
If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in San Francisco, California. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing party may be awarded its attorneys’ fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.
Notice for California Users
If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the below address with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
Enforcement of these Terms is solely at Averon’s discretion. Failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. If any provision of these Terms is or becomes unlawful, void or otherwise unenforceable (including the warranty disclaimers and liability limitations above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect. Except as otherwise expressly elsewhere in these Terms, there will be no third party beneficiaries to these Terms. These Terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns. Notwithstanding the foregoing, you may not assign your rights under these Terms without Averonâ€™s prior written consent. Averon will be permitted to assign its rights under these Terms in its sole discretion. As used in these Terms, “including” means “including (without limitation).” The section headings these Terms and are for reference purposes only and will not affect the meaning or interpretation of these Terms.
Please feel free to contact us if you have any questions about Averon’s Terms of Service. You may contact us at firstname.lastname@example.org or at our mailing address below:
Averon US, Inc.
995 Market Street
San Francisco, CA