These Terms of Use (“Terms”) describe the terms under which AOHWV (“Supplier”) provide a subscriber (“Customer”) access to and use of Our Service(s). By accessing and/or using Our Service, a) Customer agrees to be bound by these Terms and acknowledges having read the privacy policy located www.aohwv.com/privacy (“Privacy Policy”). b) Customer warrants to us that you are of 18 years or above and are competent to enter into this agreement c) That, in the event You are entering into these Terms on behalf of any entity/company or its group, the customer possesses the requisite authority to bind such entities, company, or its groups to these Terms. If You do not agree to these Terms, customer should immediately cease using our Service(s).
Customer and Supplier will be individually referred to as “Party” and collectively as “Parties”.
1.1. Subject to Customer compliance with these Terms, and solely during the Subscription Term, Customer shall have the limited, non-exclusive, revocable right to access and use the Service(s) for your internal business purposes by the subscription plan as specifically stated in an Order Form.
2.1. Customer Account: Your access and use of the Service(s) is restricted to the specified number of individual Users as specified in the relevant Order Form, if any, executed between both parties.
2.2. Acceptable Use: Customer agrees not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (c) use the Service(s), store or transmit Sensitive Personal Information; (d) use the Service(s), store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations; (e) use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (f) use the Service(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (g) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means);
2.3. Customer represents and warrants to supplier that customer owns or has the necessary rights to transmit the Customer Data to Us and that doing so does not violate any applicable law, proprietary or privacy rights.
3.1. Supplier shall use commercially reasonable efforts to provide Services to Customer for the duration of the Subscription Term.
3.2. Any enhancements, new features or updates (“Updates”) to the Service(s) are also subject to these Terms and the supplier reserves the right to deploy updates at any time.
3.3. The Service(s) may temporarily be unavailable due to scheduled downtime for upgrades and maintenance, in which case We shall use commercially reasonable
4.1. Except for the rights granted to the customer under clause 1, all rights, title, and interest in and to all intellectual property and/or proprietary rights, title, and interest in or related to the Service(s), including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us.
4.2. Customer owns the rights to the data that is provided to the supplier. The supplier does not claim ownership over such Customer Data. We shall have a right and license to incorporate into the services or otherwise use any suggestions, enhancement requests, recommendations, or other feedback it receive from Customer.
4.3. All rights not expressly provided to the customer are herein reserved.
5.1. Subscription Charges: All charges associated with the customer account shall be based on the number of users. You have subscribed at the prices listed in an order form. (“Subscription Charges”) and any other details regarding such Subscription Charges shall be mentioned in an Order Form. The Subscription Charges are due in full and payable in advance in accordance with clause 5.2, when You subscribe to the Service(s).
5.2. Payment: Customer hereby authorizes the Supplier or Supplier authorized agents, as applicable, to bill Customer upon start of subscription of the Services (and any renewal thereof). Unless otherwise stated in an Order Form, Customer payment is due within thirty (30) days of our invoice date.
5.3. Refunds: Unless otherwise specified in these Terms, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Service(s).
5.4. Late Payments/Non-payment of Subscription Charges: Supplier will notify Customer in the event Supplier does not receive payment towards Subscription Charges within the due date. Supplier must receive payments within a maximum of ten (10) days from the date of Supplier notice. If the Supplier does not receive payment within the foregoing period, in addition to the Supplier's right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Customer access to and use of the Services until Supplier receives Customer payment towards the Subscription Charges as specified herein and/or; (iii) terminate Customer Account.
5.5. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”).
6.1. The Subscription Term shall be set forth in a relevant Order Form.
6.2. Termination by Customer: Customer may terminate service in the event Supplier materially breaches these Terms, provided that Customer shall provide advance notice of such breach and afford Supplier no less than thirty (30) days to cure such breach. In case of such termination, the Supplier shall, pro-rata, refund the Subscription Charges for the remainder of the Subscription Term.
6.3. Suspension and Termination by Supplier: In addition to suspension for late payment or non-payment of Subscription Charges, the Supplier may suspend Customer access to and use of Customer Account or the Service(s) if Customer are in violation of these Terms. We will notify Customer if your activities violate These Terms and, at Supplier's sole discretion, provide Customer with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If Customer fails to cure or cease such activities within said Cure Period or if Supplier believes that such breaches cannot be cured, Customer Account shall be terminated. We may also terminate a Trial Period at any time and for any reason. Further, the Supplier also reserves the right to terminate the Customer Account at any time by written notice due to business reasons which shall include discontinuation of the Services.
6.4. Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
6.5. Effect of Terminating Your Account: Following the termination of Customer Account either by Customer or by Supplier, Customer access and use of the Services shall cease.
7.1. If Customer choose, or is provided with, a user identification code, login, password, or any other piece of information as part of Our security procedures, Customer must treat such information as confidential. Customer must not disclose it to any third party. We shall have the right to disable any user identification code or password, whether chosen by Customer or allocated by Supplier, at any time, if in our reasonable opinion, Customer has failed to comply with any of the provisions of these Terms. Supplier will not be responsible for any activities, including any attempted or actual access or loss of data occurring in Customer Account as a result of your non-compliance of obligations under this clause.
7.2. Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.
7.3. Supplier shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the Customer Data. Supplier shall, without undue delay, notify Customer of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data processed by Supplier.
7.4. Customer acknowledges that Supplier shall Process Customer Data only to provide, maintain, and improve the Services, prevent or address any technical problems, or at Customer request in connection with support requests and in accordance with these Terms and Our Privacy Policy. Supplier shall not Process Customer Data for any purposes other than what is mentioned in these Terms and Our Privacy Policy.
7.5. Customer understands and acknowledges that, in connection with the use of the Service by Customer, Customer’s Users, and/or Customer’s End Users, Supplier processes any Personal Data only on Customer's behalf and in the role of a data processor and not a data controller.
7.6. Customer acknowledges and agrees that Supplier may access or disclose information about Customer, your Account, Users, including Customer Data in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by Customer may be referred to law enforcement authorities.
7.7. Supplier shall reasonably assist Customer, at Customer expense, in meeting Customer obligations under applicable data protection laws.
7.8. In the event Customer is located in the EEA (including Switzerland) and will be providing Supplier with Personal Data (as defined by the EU General Data Protection Regulation (“GDPR”)), please contact us at lhees@aohwv.com in order to sign standard contractual terms for processing and transfer of data outside the EEA.
8.1. THE SERVICE(S), INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
8.2. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
9.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES.
9.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, RELATING TO THE SERVICE(S), WILL BE LIMITED TO AN AMOUNT EQUAL TO SIX MONTHS OF THE SUBSCRIPTION CHARGES PAID BY YOU FOR THE SERVICE(S) PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
9.3. IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10.1. Indemnification by Customer: Customer will indemnify and hold Supplier harmless against any claim brought by a third party against Supplier, Our respective employees, officers, directors, and agents arising from Customer acts or omissions in connection with clause 2 of these Terms provided that (a) Supplier promptly notify Customer of the threat or notice of such a claim, (b) Customer will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) Supplier shall fully cooperate with Customer in connection therewith.
10.2. Indemnification by Supplier: Supplier will defend and hold harmless Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any losses, penalties, liabilities, damages, attorney fees and costs arising against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of a Claim Against Customer.
11.1. Assignment: This Agreement and any rights or obligations hereunder may not be assigned by Customer without Supplier's prior written consent, whereas Supplier can assign any of our rights and obligations hereunder without Customer’s prior written consent. This Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
11.2. Amendment: Supplier may amend these Terms from time to time, in which case the new Terms will supersede prior versions. Supplier will notify Customer no less than ten (10) days prior to the effective date of any amendments to these Terms and Customer continued use of the Service(s) following the effective date of any such amendment may be relied upon by Supplier as Customer acceptance of any such amendment.
11.3. Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Supplier non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of These Terms.
11.4. Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
11.5. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 4 (Intellectual Property Rights), 6 (Charges and Payment), 7 (Term, Suspension and Termination), 8 (Confidentiality, Data Privacy and Security), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Miscellaneous) and 13 (Definitions) shall survive any termination of Supplier agreement with Customer regarding the use of the Service(s). Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of These Terms.
11.6. Notices and Consent to Electronic Communications: All notices from Supplier under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by Customer while subscribing to the Service(s); or (ii) electronic mail to the e-mail address provided to Customer Account. Our address for a notice is: AOH at 516 N Odgen #112, Chicago IL, 60642 with a cc to lhees@aohwv.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
11.7. Publicity Rights: Customer hereby grants Supplier a royalty-free, worldwide, transferable license to use Customer trademark or logo to identify Customer as our customer on Supplier websites and/or marketing collateral and to include Customer use of the Services in case studies.
11.8. Governing Law and Dispute Resolution: These Terms shall be governed by the laws of the State of Illinois without regard to any conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts in Chicago, Illinois. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules (“AAA Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration shall be English. The dispute shall be resolved by a sole arbitrator who shall be appointed in accordance with the AAA Rules. The decision of the sole arbitrator shall be final and binding on the Parties.
11.9. Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement, and supersede any and all prior agreements between Supplier and Customer with regard to the subject matter hereof. In the event of a conflict between the terms of any Order Form and these Terms, the Terms shall prevail. In case of a conflict between two Order Forms, the Order Form later in date shall prevail.
11.10. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, Supplier shall not be liable for unavailability of the Service(s) caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Data), or acts undertaken by third parties, including without limitation, distributed denial of Service attacks.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means any accounts or instances created by Customer or on Customer behalf for access and use of the Services.
API: means the application programming interfaces developed, enabled by or licensed to Us that permits access to certain functionality provided by the Service(s).
Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of These Terms, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Customer Data: means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and End Users, submitted to the Services by Customer through Customer Account in connection with Customer use of the Services.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Supplier to Customer or Customer Users through the Service(s) or otherwise.
End User: means any person or entity other than Customer or Customer Users with whom Customer interacts using the Service(s).
Order Form: means any service order form or statement of work specifying the Service(s) subscribed to, particular features and functionalities in the Service(s) that Customer wish to avail and the Subscription Term.
Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.
Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Sensitive Personal Information means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.
Service(s): means the proprietary service (www.aohwv.com) which enables enterprises to sync active directories to any HR system any new services that Supplier may introduce as a Service to which Customer may subscribe, and any updates, modifications, or improvements thereto, including individually and collectively, the API and any Documentation.
Subscription Term: means the period during which Customer has agreed to subscribe to the Service(s) specified in the Website or in a relevant Order Form.
Third-party Service(s) shall mean third party application(s) or service(s) integrating with the Service(s) through APIs.
User: means those who are designated users within the Service(s), including an Account administrator, agents and other designated users.
Website(s) shall mean the websites owned and operated by AOHWV including www.aohwv.com.