Acuity PPM Website Terms of Service

Last Modified: April 24, 2019

Acceptance of the Terms of Service

These Terms of Service are entered into by and between You and Acuity PPM (“Company“, “we“, or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service“), govern your access to and use of www.acuityppm.com (the “Website”), as well as any content, functionality, and services offered on or through my.acuityppm.com (the “Services“), whether as a guest or a registered user.

Please read the Terms of Service carefully before you access or use the Website or the Services. By accessing or using the Website or the Services, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Website or the Services.

This Website and the Services are offered and available to users who are 18 years of age or older. By accessing and using this Website and the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or the Services.Additionally, given the nature of our services, we will assume that, by using our services in certain ways, you are intentionally entering into binding agreements with us on behalf of one or more of your customers, and we will hold your customers bound to these agreements (so please make absolutely sure that you have the necessary authority to enter into binding contracts on behalf of your customers before proceeding).

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website and the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page each time you access this Website or the Services so you are aware of any changes, as they are binding on you.

Accessing the Website and the Services and Account Security

We reserve the right to withdraw or amend this Website or the Services, and any service or material we provide on the Website or via the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website or the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or the Services, or the entire Website or the Services, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website or the Services.
  • Ensuring that all persons who access the Website or the Services through your internet connection are aware of these Terms of Service and comply with them.

To access the Website or the Services or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and the Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

Intellectual Property Rights

The Website and the Services, including all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or that is part of our Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may export data as permitted by features that are part of the Services.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you wish to make any use of material on the Website or the Services other than that set out in this section, please address your request to: info@acuityppm.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or the Services in breach of the Terms of Service, your right to use the Website and the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website and the Services or any content on the Website or the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website and the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website and the Services are the trademarks of their respective owners.

Online Purchase of Services

All purchases through our Website are governed by these Terms of Service. The customer is the entity signing up for a subscription through the Website and thus the party contractually bound to the Company (the “Customer”)., You must use your corporate email address when you sign up for the Services, and your employer or organization will be deemed to be the Customer.

Individuals authorized by the Customer to access the Services (“Authorized Users”) may submit information to the Website. Customer will inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer data, and insure that the transfer and processing of Customer data via the Services is lawful.

Each Authorized User must have a subscription to the Services in order to access and use the Services. Pricing information is available on the subscription page of the Website.

Occasionally Authorized Users are given the opportunity to become beta testers of new Services features. These features are made available “as is” without any warranties whatsoever. If Customer volunteer to test these features, we welcome feedback, as the primary reason for testing these features is to receive such feedback and correct any problems before making such features widely available.

Payment Terms

All fees are non-refundable and are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax. In the event that any fees are not required to be paid upfront and are invoiced to Customer, the terms of such invoice shall be net 30. Without limiting our other rights and remedies, any accounts that become overdue may be downgraded to “free plans” until all outstanding amounts are paid in full. Customer acknowledges and agrees that such a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer data.

Description of the Services

The Services allow Customer and its Authorized Users to manage and track their project portfolio. The Company shall use its commercially reasonable efforts to make such services available 24 hours a day, 7 days a week excluding planned downtime and any emergency downtime due to unanticipated outages or other like issues. We anticipate downtime to be infrequent but will attempt to provide reasonable advance notice to the extent practicable.

Customer Data; License to Customer Data; Data Portability and Deletion

Customer acknowledges and agrees that it bears sole responsibility at all times for adequate security and protection of Customer data. Customer hereby grants us a worldwide, non-exclusive, limited-use license to access, use, process, copy, distribute perform, export and display Customer data as reasonably necessary to provide, maintain and update the Services; to prevent or address service, security, support or technical issues; as may be required by law; or as expressly permitted in writing by the Customer. Customer represents and warrants that it has secured all rights in and to Customer data from its Authorized Users as may be necessary or desirable to grant such license.

Customer will be permitted to export or share certain Customer data from the Services; however, Customer acknowledges and agrees that the ability to export or share Customer data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a workspace’s subscriptions, we will have no obligation to maintain or provide any Customer data and may thereafter, unless legally prohibited, delete all Customer data in our systems or otherwise in our possession or under our control.

Term/Termination

A free subscription to the Services will continue until terminated by the Customer or Company. A paid subscription to the Services will continue until its termination date unless terminated earlier by the Customer or the Company. All paid subscriptions auto-renew for additional periods equal to the preceding term, and the per-unit pricing during any renewal term remains the same as it was during the immediately preceding term unless the Company otherwise notifies the Customer thirty (30) or more days prior to the auto-renewal. Either party may provide the other party with thirty (30) days prior written notice of termination in order to prevent auto-renewal. The Company may terminate any subscription at any time if it believes that a Customer has violated or is in violation of the Terms of Service or any other Company Policy, or is using the Services in violation of applicable law. Customer may only terminate a paid subscription early if Company is in material default in fulfilling a material term or condition of the Services, and such material default has not been corrected after Customer has provided the Company with written notice of such material default and given the Company thirty (30) days to cure. In such situation, Customer will be refunded any prepaid fees covering the remainder of the term; in all other termination scenarios, however, Customer is responsible for all unpaid fees covering the remainder of the subscription term.

Prohibited Uses

You may use the Website and the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website or the Services, or which, as determined by us, may harm the Company or users of the Website or the Services, or expose them to liability.

Additionally, you agree not to:

  • Use the Website or the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website or the Services , including their ability to engage in real time activities through the Website or the Services.
  • Use any robot, spider, or other automatic device, process, or means to access the Website or the Services for any purpose, including monitoring or copying any of the material on the Website or the Services.
  • Use any manual process to monitor or copy any of the material on the Website or the Services or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website or the Services.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or the Services, the server on which the Website or the Services is stored, or any server, computer, or database connected to the Website or the Services.
  • Attack the Website or the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

 

Reliance on Information Posted

This Website may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website and the Services

We may update the content on the Website and the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website or the Services may be out of date at any given time.

Information About You and Your Visits to the Website and the Services

All information we collect on this Website and through the Services is subject to our Privacy Policy. By accessing and using the Website and the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website

You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

You must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Link to any part of the Website other than the homepage or blog.
  • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Service.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms of Service.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of Washington in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website, the Services or any of its content is accessible or appropriate outside of the United States. Access to the Website or the Services may not be legal by certain persons or in certain countries. If you access and use the Website or the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, the Website or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.

YOUR USE OF THE WEBSITE, THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THEM IS AT YOUR OWN RISK. THE WEBSITE, THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE OR THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE WEBSITE OR THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your access and use of the Website and the Services, including, but not limited to, any use of the Website’s and the Services’ content, services, and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Website and the Services.

Governing Law and Jurisdiction

All matters relating to the Website, the Services and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website or Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the City of Bellevue and County of KING although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Service or the Website or Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Washington state law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Entire Agreement

The Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and the Company regarding the Website and Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and Services.

Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing and promotional purposes on our Website and in other public or private communications. If a Customer does not want us to use its name and logo in such manner, it may contact us at info@acuityppm.com.

Your Comments and Concerns

This website is operated by Acuity PPM, 3600 136th Pl SE #300, Bellevue, WA 98006.

 

All other feedback, comments, requests for technical support, and other communications relating to the Website and the Services should be directed to: info@acuityppm.com .Your feedback is always welcome, and you hereby grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any feedback or suggestions for any purpose without any obligation or compensation.