These Embedded Software Supplemental Terms (“Embedded Terms”) are added to the Customer Agreement between you (the “Customer”) and the entity providing access to the Embedded Software (the “Company”). These terms only apply to the Embedded Software hosted by Dax Software Solutions, Inc. (referred to as “Aonflow”). These Embedded Terms, together with the Customer Agreement, govern all integrations to and from the Company Service using the Embedded Software.
By using or accessing the Embedded Software to create an account, the customer agrees to the Embedded Terms, which supplements the Customer Agreement between the customer and the company. These Embedded Terms apply specifically to the Embedded Software provided by Aonflow, and take precedence over the Customer Agreement in case of any inconsistencies with respect to the Embedded Software. The Embedded Terms take effect on the date the customer accepts them through the methods specified.
Aonflow retains all ownership rights to the Aonflow Platform, Embedded Software, and any related updates or modifications. During the duration of the Customer Agreement, the customer is granted the right to use the Embedded Software through the Company Service for their internal business operations, on a worldwide, non-transferable, non-sublicensable, and revocable basis, provided that they comply with the Customer Agreement and Embedded Terms. When using the Embedded Software, it is mandatory to have the Company Services as the endpoint, meaning that one connection in each recipe must be one of the Company Services.
As part of the license agreement, the customer may permit their employees (Personnel) to use the Embedded Software through their account(s) as long as they comply with the terms outlined in these Embedded Terms. The customer is responsible for ensuring that all employees adhere to these terms and will be held accountable for any actions taken by their employees in relation to the Embedded Software.
The customer is not granted any additional rights, titles, or interests in the intellectual property of Aonflow or its licensors, apart from what is explicitly stated in these Embedded Terms and Section 7. If the customer wants to use the Aonflow Platform or any of its features or services that are not included in the Embedded Software, they should visit the Aonflow website and directly contract with Aonflow for those features or services.
The customer is not authorized, nor can allow any third party, to:
Aonflow competitors or individuals acting on behalf of an Aonflow competitor may not access the Aonflow Platform. The Aonflow Platform may not be accessed for the benefit of third parties, including as service bureau, time-sharing or managed Aonflow arrangement, or for any benchmarking, comparative or competitive purposes unless pre-authorized in writing by Aonflow.
The Customer is allowed to use third-party applications, but they are fully responsible for obtaining the necessary licenses and adhering to their terms and conditions and privacy policies. The Customer and the Company are also solely responsible for any data loss or other damages that may result from using these third-party applications. Aonflow will not be held liable for any issues that arise from the customer's use of these third-party applications. Aonflow does not provide any warranties or support for third-party applications and does not have control over its privacy practices. Aonflow does not guarantee compatibility with any third-party applications and is not responsible for any changes to these third-party applications that may disrupt the customer's use or interaction with the Embedded Software.
The customer is responsible for creating and maintaining their own access credentials, and must always ensure that they are kept secret and confidential. The customer will also be held responsible for any activities that take place by use of their access credentials.
AONFLOW DOES NOT PROVIDE ANY GUARANTEES, EITHER EXPLICITLY STATED OR IMPLIED, REGARDING ANY ASPECT OF THEIR SERVICES, INCLUDING ADVERTISING AND OTHER SERVICES. AONFLOW SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS SUCH AS NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A SPECIFIC PURPOSE. ADDITIONALLY, AONFLOWDOES NOT GUARANTEE ANY SPECIFIC OUTCOMES OR RESULTS FROM USING THEIR PLATFORM AND THE CUSTOMER TAKES FULL RESPONSIBILITY WITH RESPECT THERETO FOR ANY RISKS ASSOCIATED WITH ITS USE.
The customer is responsible for defending, compensating, and protecting Aonflow, its affiliate companies, and all of their officers, directors, agents and employees from any liabilities, claims and expenses (including reasonable attorneys' fees) that result from or are related to any claim made by a third party, including but not limited to: (i)allegations that any data provided by the customer infringes or misappropriates the third party's intellectual property rights, proprietary rights or any applicable law, or (ii) allegations arising from the customer's use of the Embedded Software in violation of these Embedded Terms or applicable law.
NEITHER PARTY OR ITS AFFILIATES WILL BE HELD LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THESE EMBEDDED TERMS, TO THE EXTENT THAT IT IS NOT PROHIBITED BY LAW, EVEN IF THAT PARTY OR ITS AUTHORIZED REPRESENTATIVE WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, INSTANCES OF NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE. FURTHERMORE, AONFLOW'S TOTAL LIABILITY FOR ANY CLAIMS WILL NOT EXCEED THE AMOUNT OF $100 USD.
The customer shall retain full ownership and control over the Customer Data. During the duration of the Customer Agreement, Aonflow will have the worldwide, non-exclusive right to use the Customer Data free of charge, and with the ability to allow its sub-processors to use it as well, in order to provide the Embedded Software in compliance with these Embedded Terms and to fulfill its obligations outlined in this agreement. A list of sub-processors can be found at https://www.aonflow.com/sub-processors.
Aonflow shall have ownership and control over all Connectors and any derivatives of them on the Aonflow Platform, except for any Connectors created by the Customer. During the subscription term of the Customer Agreement, the Customer will have a non-exclusive right to use, make and share Connectors with other users. Connectors created by the Customer are private by default in the account, meaning that only the said customer has access to them within its account. Aonflow will not resell or reuse any private Recipe or any private Connector created by the Customer. The customer has the option to share the private Connectors with other users by marking them "public", and by doing so, the Customer grants Aonflow an irrevocable, perpetual, transferable, sublicensable, and worldwide license under any rights the customer owns in those Connectors to view, use, copy, modify and distribute those Connectors. Those Connectors would be part of the Community Connectors . The Customer agrees not to assert any claim or prosecute any action against Aonflow, or any users for infringement or misappropriation of any intellectual property rights of the Connectors created by the said customer resulting from Connectors that are developed by Aonflow, or users which are similar to, or the same as any Connectors created by the customer.
In regards to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the customer or any other party related to the Aonflow Platform, including any features and/or functionality of the Aonflow Platform, Connectors (collectively referred to as "Feedback"), the customer grants Aonflow a non-exclusive, worldwide, perpetual, irrevocable, freely sublicensable and fully transferable license to make, use, sell, reproduce, create derivatives of, display or otherwise implement the Feedback. Aonflow will not publicly associate such Feedback with the customer without obtaining prior written consent.
The Customer guarantees, promises, and agrees that it has obtained and will continue to maintain all necessary licenses, authorizations, approvals, and consents to use, transmit, and process Customer Data through the Embedded Software. The customer shall be fully responsible for the accuracy, quality, and legality of the Customer Data; the means by which the said customer acquired the Customer Data and the customer's use of the Customer Data (even if it contains personal data and crosses international borders); and that it shall comply with all applicable privacy and data protection laws in the collection, use, and transfer of Customer Data.
Aonflow is allowed to use Usage Data during and after the term of the Customer Agreement for the purpose of implementing, maintaining, and improving the Aonflow Platform and fulfilling its obligations outlined in this Agreement.
All Transaction Data in the account would be deleted within 30 days from its processing date, or in accordance with the company's subscription with Aonflow. The Customer has the ability to delete Account Data, Customer Data, and Transaction Data at their own discretion, or could request the company to do so. Upon receiving such a request, Aonflow shall delete the accounts (including all associated Account Data and Customer Data on the Aonflow Platform) within thirty (30) days, unless required by applicable laws or governmental authorities. In the event that the company does not request Aonflow to delete the account, Aonflow may destroy the accounts (including all associated Account Data and Customer Data on the Embedded Software) left in Aonflow's system after termination or expiration of these Embedded Terms.
Even though the Customer may have access to the Embedded Software through the Company Service, the Company shall remain the sole and only provider of the Company Service. The Company and the Customer are only entering into a contractual relationship in relation to the Company Service. In case the Company stops operations or fails to provide the Company Service, Aonflow shall not be able to provide the Customer Service to the Company, or to refund any fees paid by the said customer to the company.
The Company is responsible for providing all technical support, answering questions, addressing complaints, and handling any claims related to the Company Services and the Embedded Software. The Customer is not permitted to contact Aonflow for any technical support, questions, complaints, or claims regarding the Company Services and Embedded Software.
Before handling any personal data through the Embedded Software, the customer is required to enter into a data processing agreement with the Company in accordance with the appropriate data protection and privacy regulations for handling such personal data. Aonflow will also enter into a data processing agreement with the Company.
The customer's access to or use of the Embedded Software (including all rights granted under these Embedded Terms) may be terminated or suspended if: (a)the customer or any personnel act in violation of these Embedded Terms or are found to be engaging in actions that threaten the security, integrity, availability or stability of the Aonflow Platform, (b) the Embedded Agreement has expired or has been terminated, or (c) the Company is in violation of the Embedded Agreement (including not making payments to Aonflow on time).