For purposes of the TOS, the following defined terms shall have these meanings: (A) “Service(s)” shall mean any and all services on, or provided by, the Site, whether or not such services are also provided or delivered by other means or media such as software or wireless devices; (B) “Site” shall mean this site; (C) “Site Content” shall mean any and all human readable patent audio and/or visual elements of this Site, or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works, designs, logos, information, and other content made available through the Site; (D) “Site Code” means any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site; (E) “Account” means any account created by you, through a registration process for the purpose of accessing or using certain Services.
LICENSE TO USE THE SITE
AOD grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the Site Content as described herein for your personal use only, by way of one (1) computer connected to the Site over the Internet, provided that you comply fully with these TOS. You may “cache” pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Any other copy or use of a portion of the Site is not authorized, will be a violation of these TOS and will constitute a copyright violation. You shall not interfere, or attempt to interfere, with the operation of the Site in any way through any means or device, including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOS or by law.
CHANGES TO SITE AND/OR TERMS OF SERVICE
CHANGES IN SITE OWNERSHIP
OWNERSHIP OF TRADEMARKS, COPYRIGHTS, INTELLECTUAL PROPERTY
The Site, Site Content, Site Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein are proprietary to AOD and are owned by AOD and/or its licensors and content providers and are protected by applicable domestic and international copyright laws. Unless expressly permitted in writing by AOD you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, the Site Content or Site Code, or otherwise use the Site, Site Content or Site Code on any other web site, other networked computer environment, or in any medium now known or hereafter developed (each, an “Unauthorized Use”).
Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of AOD and/or its licensors and content providers and constitutes a violation of these TOS. Any violation of copyright laws may be subject to severe civil and criminal penalties.
From time to time, and at its sole discretion, AOD may make available to user’s certain software that may be accessible or downloaded from this Site. In the event that you access or download software from this Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by AOD or an AOD -approved third-party software provider (“Third Party Provider”). AOD does not transfer title to the Software to you. You own the medium on which the Software is recorded, but AOD and/or the Third-Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Furthermore, your use of any Software of a Third-Party Provider shall be subject to the terms and conditions set forth by such Third-Party Provider and any applicable license agreement for its Software. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
AOD is pleased to hear from its customers and welcomes your comments regarding AOD products and services, including this Site. Unfortunately, however, AOD’s long-standing company policy does not allow it to accept or consider creative ideas, suggestions, or materials. While we value your feedback, we request that you be specific in your comments regarding our services and products, and that you not submit any creative ideas, suggestions, or materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by AOD’s or its affiliates’ professional staff might seem to others to be similar to their own creative work. You agree to indemnify AOD for any and all claims, damages, losses, and causes of action arising as a result of your failure to comply with the TOS.
REGISTRATION AND ACCEPTANCE OF TERMS
In consideration for your use of the Services, you agree to (i) provide accurate, complete and true information about yourself as may be required on any registration form for Services (your “Registration Information”) in order to create your Account, and (ii) maintain and update, as applicable, your Registration Information with current and complete information. Users who provide inaccurate, false, or non-current Registration Information may, at AOD’s sole discretion, have their Accounts suspended or terminated, and may be permanently banned from using any current or future Services.
As part of your Account, you will be responsible for creating, and maintaining the confidentiality of, your Log-In ID (Email address) and password. We also urge you to memorize your password or keep it in a secure place, away from the rest of your Account information, as sharing your password with others may lead to unauthorized access to your Account and the information therein. You agree that you will (i) immediately notify AOD of any unauthorized use of your Account, and (ii) ensure that you properly exit all Services at the completion of your use session. AOD shall have no liability for any loss or damage arising from your use of an Account, the Site or any Service, or your failure to comply with these requirements.
We are entitled to rely upon Customer Information Sheets (CIS) that are provided to us in order to update an account. The customer agrees to indemnify and hold harmless AOD for anything resulting from that act.
AOD sites may frame, and/or contain links to or advertisements about, non-AOD Web sites. Other sites may also reference, advertise, or link to AOD sites. AOD does not endorse or sponsor other Web sites and is not responsible for the content of such sites. AOD expressly disclaims any statements or assertions made on non-AOD Web sites, and denies all liability associated with your use of, and the content on, such other sites and advertisements.
NON-UNITED STATES RESIDENTS
AOD makes no representation that the Site Content, including merchandise offered for sale on the Site, and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States of America. Those who choose to access the Site from locations outside of the U.S.A. do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier, including import or customs duties and taxes.
The Site is controlled and operated by AOD from its offices within the State of Delaware, United States of America. Use of this Site constitutes your consent and submission to service of process under applicable United States or Delaware law and to personal jurisdiction in a court of competent jurisdiction in the State of Delaware for the purposes of any legal action or claim pertaining to these Terms of Service or arising from the use of your Account and/or any AOD Site or Service.
You understand and agree that AOD may, in its sole discretion and at any time, terminate your password, Account, or use of any Services, and discard and remove any and all Submissions submitted or posted by you to any AOD Site or Service, for any reason. AOD may also, in its sole discretion and at any time, discontinue any Sites or Services or limit or restrict any user access thereto, for any reason. You understand and agree that AOD may take any one or more of these actions without any notice to you, prior or otherwise. Should AOD take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your Account, including your Registration Information and Submissions.
If the agency relationship is cancelled or terminated in any way, by either party, or by a status of forfeit, void or other terminal disposition of the entity with the State you understand and agree that AOD shall in its sole discretion return, refuse or securely destroy any service of process or mail that is delivered to this address on behalf of the entity. For the purpose of efficiency so as to control costs for all of our clients, credit balances of less than $5 will be written off and removed from any inactive account.
You understand and agree that AOD shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your Account and/or the delivery of any correspondence whatsoever to this address on behalf of your entity upon cancellation or termination of the registered agent relationship.
THE SITE, SITE CONTENT, SITE CODE, SERVICES, AND THE SOFTWARE, IF APPLICABLE, ARE PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AOD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. AOD DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE, SITE CONTENT, SITE CODE, SERVICES OR SOFTWARE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, SITE CONTENT, SITE CODE, THE SERVER THAT MAKES THEM AVAILABLE, OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, SITE CODE, SOFTWARE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. AOD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SITE CONTENT, THE SITE CODE, THE SERVICES OR THE SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT AOD) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, SITE CONTENT, SITE CODE, SERVICES, AND SOFTWARE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL AOD BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, SITE CONTENT, SITE CODE OR THE SOFTWARE, EVEN IF AOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE AOD TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, AOD SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL AOD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO AOD, IF ANY, FOR ACCESSING THIS SITE.
GOVERNING LAW; ARBITRATION
These Terms of Service shall be construed and enforced in accordance with the laws of the State of Delaware without regard to the choice of law principles thereof. You agree that any and all disputes or controversies of any nature between them arising at any time shall be determined by binding arbitration in accordance with current Delaware civil arbitration practice before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with at least ten (10) years’ experience and shall be mutually agreed upon by you and AOD (collectively, “the parties”). If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by two (2) Delaware attorneys, one chosen by each party. The fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is appropriate.
Nothing in this paragraph shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction pursuant to the preceding paragraph.
THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF
If any provision of the TOS shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
COMPLIANCE WITH LAWS
You agree to comply with all applicable laws, rules and regulations in connection with your activities under this TOS, including without limitation the applicable regulations of the U.S. Department of Commerce and the United States Export Administration Act, as amended to assure that the Site Content, Site Code, and the Software are not exported in violation of the United States laws.
STATEMENT REGARDING TERMS OF SERVICE
Agents of Delaware, Inc. is in business to serve your needs. We never want to lose sight of this primary purpose. The litigious nature of a very small minority of persons in the marketplace necessitates our having the foregoing legalese notice so that we can focus on serving you with the courtesy and professionalism you have come to expect from Agents of Delaware, Inc. and not to allow our efforts to be distracted by this litigious minority
Effective Date: January 1, 2018