Terms of Service
Last Updated: 09/22/2024
These Terms of Service (this “Agreement”) set forth the terms and conditions under which individuals may use the proprietary software-as-a-service platform (the “Platform”) made available by AiiR Response, Inc. (“AiiR Response”, “we” or “us”). AiiR Response’s Platform includes its websites, mobile software applications and all materials made available to you therein by AiiR Response, including templates, articles, and other resources (such materials, “Licensed Materials”). Certain features of the Platform are made available by AiiR Response to its users without charge, and other features of the Platform, which may include access to certain Licensed Materials, may require a paid subscription (collectively, “Premium Features”). You will be required to register on our Platform and create an account (your “Account”) to use certain features available through the Platform. Other features of our Platform may be available to you, subject to your compliance with the terms of this Agreement, on a visitor basis without creating an Account. Please read this Agreement before using the Platform. You are entering into a legal contract with AiiR Response and you hereby accept the terms of and agree to this Agreement. You represent and warrant that you have the right, authority and capacity to enter into this Agreement. If you object to anything in this Agreement, do not create an Account and/or otherwise use the Platform, including, without limitation, any Licensed Materials.
IMPORTANT NOTICE: THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION REQUIRING BINDING ARBITRATION OF DISPUTES AND A WAIVER OF CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. IF YOU DON’T WANT TO BE SUBJECT TO ARBITRATION, YOU CAN OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF THE ARBITRATION PROVISION.
1. Our Platform
AiiR Response offers its Platform to enable its users to organize and distribute cybersecurity content, communicate with other users regarding such cybersecurity content and manage cybersecurity collaborations. As part of the functionality of the Platform, you may be able to create a certain number of collaboration workspaces (“Spaces”) and invite other individuals or organizations to collaborate with you in your Spaces (such other users, “Guest Users”). You are responsible for managing the Spaces you create, including ensuring compliance with the terms of this Agreement for all content created, uploaded, transmitted or otherwise shared via such Spaces and all other uses of such Spaces, whether by yourself or a Guest User.
To the extent you access any of the Licensed Materials made available via our Platform, subject to your compliance with the terms and conditions of this Agreement, AiiR Response grants you a fully paid-up, perpetual, nontransferable, non-sublicensable right and license to use such Licensed Materials during the Subscription Period, solely for your personal, non-commercial use, provided that you replicate all copyright and other proprietary rights notices contained in the original copy of the Licensed Materials.
AiiR Response reserves the right to modify or update the Platform from time to time, or to suspend or discontinue our Platform, or any part of our Platform, at any time. AiiR Response will not be liable to you or to any third party should it exercise such rights. If any modifications or updates to the Platform are made available to you by AiiR Response, the terms of this Agreement will govern such updates, unless the update is accompanied by a separate license in which case the terms of that license will apply.
Your Account may be linked on our Platform to a subscription for access to Premium Features purchased by your employer or other entity (an “Enterprise Subscription”). You will retain access to your Account even after your Account is no longer linked to an Enterprise Subscription or such Enterprise Subscription expires or otherwise terminates, but you may lose access to any Premium Features that were purchased as part of such Enterprise Subscription. For the avoidance of doubt, you remain responsible for your own Account (as defined below) and any Premium Features you have may have purchased separately, even if your Account is linked to an Enterprise Subscription.
2. Your Account
You must be at least 18 years old and reside in the United States to create an Account and to use our Platform. In addition, you agree that:
* You will register your Account in your own legal name and all information you provide to use is up-to-date and accurate;You are solely responsible for any and all use of your Account and all activities that occur under or in connection with your Account;
* You will not allow another person to access or use our Platform with your Account;
* You will not access or use our Platform under anyone else’s Account;You will not use our Platform or any portion thereof to create, receive, maintain or transmit any sensitive information or data, including any information regulated under the Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley Act (GLBA), and/or the Payment Card Industry Data Security Standards (PCI-DSS) or use our Platform in any manner that would make AiiR Response your or any third party’s “business associate,” as defined under HIPAA and other applicable law;
* If AiiR Response disables your Account, you will not create another Account without our consent; and
* You are responsible for maintaining the confidentiality and security of your Account credentials. AiiR Response is not responsible for any losses arising from the unauthorized use of your Account. You will notify us immediately if you find out that your Account is being used without your permission.
You may choose to link your Account with, and/or share data using your Account with, other users of the Platform (such as accepting an invitation to link your Account to an Enterprise Subscription or communicating with other users of the Platform). You are solely responsible for any decisions to link your Account and/or to share any information or communicate with such other users.
AiiR Response reserves the right, but is not obligated, to utilize third party service providers to verify on an ongoing basis that Account data submitted by you is accurate. You agree that AiiR Response may conduct any such verification and take such action in response as it deems appropriate in its sole discretion, including without limitation suspending and/or terminating your access to the Platform.
3. Privacy
Your privacy is important to us. Our Privacy Policy (available via PDF) describes how we collect, use, and disclose information about you. Please read our Privacy Policy carefully so you understand how we use and share information we collect about you.
4. Your Use of the Platform and Interactive FeaturesIn using the Platform, you agree that you will not, nor enable or permit others to:
* Use our Platform in a way that negatively affects others or our ability to provide the Platform;Use our Platform to provide inaccurate or misleading information or for any illegal or unauthorized purpose;
* Use any technology or other means not authorized by us to access our Platform or to extract data;
* Attempt to gain unauthorized access to the Platform or any portion thereof, including by trying to circumvent any restrictions;
* Attempt to decipher, decompile, reverse engineer, disassemble, reproduce, modify, copy, distribute, publicly perform, publicly display or create derivative works of the Platform or any portions thereof (including, for the avoidance of doubt, any Licensed Materials) or the source code of the software used to provide the Platform (except as and only to the extent permitted by applicable law);
* Use our Platform or any portion thereof in excess of any applicable technical or capacity limitations;
* Use our Platform or any portion thereof (including, for the avoidance of doubt, any Licensed Materials) to create a competitive product or service, or for benchmarking or vulnerability testing purposes, except as pre-authorized by AiiR Response in writing in each instance;
* Share data regarding another individual using the Platform without their consent; or
* Infringe upon or violate the rights of AiiR Response, other users of our Platform, or any third party.
In addition, you may be able to interact with others through our Platform, including by viewing content created by others, communicating with others, or otherwise, including but not limited to via your Spaces or via Spaces created by another user of the Platform (“Interactive Features”). In using any Interactive Features, you must abide by the use requirements in this Agreement, which are incorporated into this Agreement by reference. You are solely responsible for your use of the Interactive Features and interactions with other people through our Platform. AiiR Response may, but has no obligation to, monitor your use of the Interactive Features to ensure compliance with this Agreement and any other acceptable use policies published by AiiR Response. AiiR Response will not be responsible for any liability incurred as the result of your interactions with others on the Interactive Features or use of content provided by other users via the Interactive Features.
5. Your Content
Our Platform may include interactive features and areas where you can create, upload, store, and/or share content with us or others, including, but not limited to, via Interactive Features (“Your Content”). AiiR Response does not have any ownership rights in Your Content, but you do grant AiiR Response some rights to use it. Specifically, you hereby grant AiiR Response a worldwide, irrevocable (except as set forth below), perpetual, non-exclusive, transferable, royalty-free and fully sublicensable right and license to use, copy, store, adapt, and distribute Your Content so that AiiR Response can operate, deliver, and improve our Platform and other products and services. In addition, if you elect to share Your Content with other users via Interactive Features, you hereby grant AiiR Response the additional right to display and publicly perform Your Content as needed to enable such sharing. The license granted to AiiR Response to display or publicly perform Your Content is revocable by you if and when you choose to independently remove or delete any of Your Content uploaded to Interactive Features of our Platform or otherwise adjust your sharing settings on the Platform with respect to Your Content, to the extent that those features of the Platform provide the functionality to do so. If you uploaded Your Content to Spaces or other Interactive Features of the Platform that are controlled by other users, your ability to revoke the foregoing license and delete Your Content may be limited
In addition, unless you notify any users with whom you share Your Content that Your Content is subject to other license terms and obtain their agreement to any such other terms, you further grant any users of our Platform with whom you share Your Content a limited right to use Your Content for personal, non-commercial purposes. You are solely responsible for any decisions you make with respect to Your Content, including any decisions to share Your Content with other users of our Platform and any separate license terms you offer for Your Content. You acknowledge and agree that other users may download or make copies of any of Your Content shared with such users, and that AiiR Response will not be responsible for restricting any such activities or for any liability incurred in connection with use of Your Content by other users.
You are solely responsible for Your Content, including for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership thereof. AiiR Response has no obligation to review, approve, monitor, endorse, reject, refuse to post, screen, edit, move or remove any of Your Content or similar content created by other users, but may choose to do so at any time, including if Your Content violates this Agreement.
You represent and warrant that you either control or own Your Content, or you have obtained all rights necessary to share Your Content in compliance with these terms, Your Content, and our use of Your Content as permitted under these terms, will not infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws, rules, or regulations, and Your Content does not and will not otherwise violate the terms and conditions of this Agreement.
8. No Professional Advice; Decisions
You acknowledge and agree that the information within the Licensed Materials made available to you via the Platform and any other information communicated to you by AiiR Response is for your general informational purposes only and does not constitute legal or other professional advice. You are solely responsible for any and all decisions made, or actions taken by you based on any use of the Platform, the Licensed Materials, or otherwise based on any information provided to you by AiiR Response, and AiiR Response will have no liability in connection therewith.
9. Fees
If you elect to subscribe to any Premium Features, you are authorizing AiiR Response to charge your payment method on a recurring basis for the fees at the recurring intervals you have agreed to for such Premium Features (including any applicable taxes), until your subscription is cancelled by you or by AiiR Response. You must cancel your subscription to the Premium Features before the next billing date to stop being charged for such Premium Features. For more information regarding cancelling your subscription, please review our Cancellation Policy in your work order.
All fees paid by you for subscriptions to any Premium Features are charged in advance of the applicable subscription period and are non-refundable. AiiR Response reserves the right, in its sole discretion, to modify the fees for subscriptions to Premium Features, including as may be applicable to any future subscription periods for such Premium Features that you have purchased.
We may accept various forms of payment, including credit and debit cards. You represent and warrant that you are authorized to use the payment method you submit to use for such subscription purchase. In addition, by submitting your payment method information to us as part of a subscription purchase, you authorize us (or our third-party payment processor) to not only process your payment, but also to store information related to your payment method for future use. In the event that the payment method you designate cannot be verified, is invalid, or is otherwise unacceptable, we may suspend or cancel your subscription. You are responsible for resolving any problems we encounter in order to proceed with your subscription purchase.
10. Pre-Release Materials and Confidentiality
You may have the opportunity to receive certain pre-release AiiR Response features, functionality, services or other materials, at AiiR Response’s option. Your use of any pre-release materials is subject to the confidentiality obligations below and may be conditioned on your acceptance of additional terms that we provide you. In the event of any conflict between the terms provided for any pre-release materials and this Agreement, the other terms will govern your use of the pre-release materials.
You acknowledge that you may receive non-public information relating to AiiR Response, its business, products, services, and related intellectual property (collectively, “Confidential Information”) in connection with your use of any pre-release materials. You agree to keep the Confidential Information confidential, not to publish or disclose any Confidential Information to a third party, and only use such information to the extent necessary to use the Platform (including any such pre-release materials you are provided, under this Agreement. You will use at least a reasonable standard of care in maintaining the confidentiality of the Confidential Information. Your obligations with respect to Confidential Information will continue even after you have stopped using the Platform and/or pre-release materials. You agree to destroy or return any Confidential Information at AiiR Response’s request. You also acknowledge that if you breach your confidentiality obligations, it will cause immediate and irreparable injury to AiiR Response and AiiR Response will have the right to seek and obtain injunctive relief, and to pursue any other remedies available at law or in equity, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.
11. Feedback
You may choose to provide AiiR Response with ideas, feedback, or suggestions for us about our existing products and services, including the Platform(“Feedback”). If you provide AiiR Response with Feedback, you hereby grant AiiR Response a non-exclusive, perpetual and irrevocable license to use and exploit such Feedback for any purpose, including to incorporate such Feedback within its products and services, without providing payment or any other consideration to you. AiiR Response has no confidentiality or other obligations with respect to your Feedback.
12. Third-Party Services, Materials, and Web Sites
We may make available through our Platform certain additional services, features, or content provided by third parties, including other users of our Platform (collectively, “Third-Party Materials”). Your use of Third-Party Materials made available through the Platform may be subject to additional terms and conditions of the applicable third party.
If such Third-Party Materials are no subject to additional terms and conditions, you may use such Third-Party Materials solely for your personal, non-commercial use. AiiR Response has no responsibility or liability with respect to your access to, or use of, the Third-Party Materials.
In addition, our Platform may also contain links or provide access to other web sites or other online services operated by third parties. Those third-party services are not under our control, and we are not responsible for the content on any third-party services, or any link contained in a third-party service. We provide these links only as a convenience and we don’t have any obligation to review, approve, monitor, endorse, move, remove, warrant, or make any representations with respect to third-party services.
13. Suspension/Termination
We may immediately terminate this Agreement and consequently your access to our Platform, including your Account, at any time if you violate this Agreement, create possible legal liability, or if your use of the Platform poses a security or safety risk. If we terminate this Agreement: (i) your Account will be deactivated and Your Content may be inaccessible, deleted, or deactivated, and (ii) your rights and obligations under this Agreement will terminate (other than those provisions that survive as described below).You may also remove your Account at any time, which will terminate this Agreement (other than those provisions that survive as described below).We will not have any liability for any termination of this Agreement for any of the reasons described above
14. Intellectual Property
The software, code, proprietary methods and systems used to provide the Platform, including all Licensed Materials (“AiiR Response Technology”) is owned by AiiR Response and/or our licensors under United States and international intellectual property laws. You must abide by all legal notices, information, or restrictions contained in, or attached to, any AiiR Response Technology. Nothing in this Agreement grants you any rights to receive AiiR Response Technology or to obtain access to AiiR Response Technology except as generally and ordinarily permitted through the Platform, in accordance with this Agreement. Furthermore, nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to AiiR Response Technology. The names, logos, and other business identifiers displayed on the Platform, including any Licensed Materials, constitute trademarks, tradenames, service marks or logos (“Marks”) of AiiR Response. You are not authorized to use any Marks. Ownership of all such Marks and the goodwill associated with those Marks remain with AiiR Response.
15. Indemnity
You will defend, hold harmless, and indemnify AiiR Response, its affiliates and its and their directors, officers, employees, agents, successors and assigns, from and against any third-party allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”) arising from or related to your breach of any term of this Agreement.
16. Warranty Disclaimer and Limits on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE PROVIDING OUR PLATFORM, INCLUDING THE LICENSED MATERIALS, ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO OUR PLATFORM (INCLUDING ANY THIRDPARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM) PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INTERFERENCE, SYSTEM INTEGRATION, LOSS OR CORRUPTION OF DATA, OR ACCURACY. WE DO NOT WARRANT THAT YOUR USE OF OUR PLATFORM (INCLUDING ANY THIRD-PARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM) PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AND DISCLAIM ALL WARRANTIES OR LIABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ON BEHALF OF ANY OF OUR AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS, PARTNERS, OR LICENSORS (“AIIR RESPONSE PARTIES”). THE FEATURES AND FUNCTIONALITY OF OUR PLATFORM (INCLUDING ANY THIRD-PARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM) MAY CHANGE AT ANY TIME AND AIIR RESPONSE DISCLAIMS ANY RESPONSIBILITY FOR SUCH CHANGES OR ANY STATEMENTS AIIR RESPONSE MAKES OR HAS MADE ABOUT THE EXISTENCE OF SUCH FEATURES OR FUNCTIONALITY. OUR PLATFORM IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE DATA OR INFORMATION PROVIDED BY OUR PLATFORM COULD LEAD TO DAMAGE OR LIABILITY.
IN NO EVENT WILL AIIR RESPONSE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PLATFORM (INCLUDING ANY THIRD-PARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM), WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AIIR RESPONSE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND/OR OUR PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE PRICE YOU PAID FOR THE PREMIUM FEATURES GIVING RISE TO THE APPLICABLE CLAIM (IF APPLICBALE) OR TWENTY-FIVE DOLLARS ($25).
THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AIIR RESPONSE AND YOU. THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF AIIR RESPONSE FOR DEATH OR PERSONAL INJURY CAUSED BY AIIR RESPONSE’S GROSS NEGLIGENCE IN CONNECTION WITH THE PLATFORM; OR FOR ANY DAMAGES CAUSED BY AIIR RESPONSE’S FRAUD OR FRAUDULENT MISREPRESENTATION, INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.
17. Complaints
In accordance with the Digital Millennium Copyright Act of the United States (“DMCA”) and similar applicable laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others or post other content that violates this Agreement, and/or applicable law. If you believe that anything on our Platform infringes any copyright that you own or control or would like to bring a similar issue to our attention, you may notify our Designated Agent as follows:
Designated Agent: DMCA@GoAiiR.com
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification under the DMCA. We will not be able to process your compliant without proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Platform is infringing, you may be liable to AiiR Response for certain costs and damages.
18. Modifications to this Agreement
AiiR Response reserves the right to change and make additions to this Agreement at any time. If we do, we’ll use reasonable efforts to notify you, for example, by sending a notification to your Account and/or giving notice through our Platform. Unless we say otherwise in our notice, the revised Agreement will be effective immediately and your continued use of your Account after we provide notice of the changes will confirm your acceptance of the revised Agreement. We encourage you to review the Agreement from time to time to ensure you understand the terms and conditions that apply to your use of the Platform.
19. Governing Law and Venue
This Agreement will be governed by the laws of the State of Delaware, without reference to rules governing choice of laws or the U.N. Convention on Contracts for the International Sale of Goods. If either of us has a claim against the other, most claims or disputes will be resolved by binding arbitration, as described in the Arbitration Provision below. However, to the extent this Agreement permits litigation in court, you hereby irrevocably consent to and waive any objection to the exclusive jurisdiction and venue of the federal and state courts in the State of Delaware with respect to any claims, suits or proceedings arising out of or in connection with this Agreement or the Platform.
20. Compliance
You will comply with all applicable laws and regulations in your use of our Platform, including any Licensed Materials, and will not, without prior government authorization, export, re-export, or transfer AiiR Response products, services (including the Platform and any Licensed Materials) or technology, either directly or indirectly, in violation of such laws and regulations. You represent and warrant that you (a) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (b) have not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; (c) have not been placed on the U.S. Commerce Department’s Denied Persons List;” and (d) will not use our Platform or Licensed Materials if any applicable laws in your country prohibit you from doing so in accordance with this Agreement.
21. Communications
You hereby consent to receive communications from us about your Account in an electronic form, whether via email or posting on our Platform or other reasonable means; and agree that all terms and conditions, agreements, notices, disclosures, and other communications that we send to you electronically satisfy any legal requirement that such communications must be in writing. If you have any questions about this, please reach out to info@GoAiiR.com.
22. General Provisions
This Agreement is personal to you, and you may not assign or delegate your right and/or duties under this Agreement to anyone else. Any attempted assignment or delegation is void. You acknowledge that we have the right to seek an injunction, if necessary, to stop or prevent your violation of this Agreement. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is in writing, signed by us. No waiver of any breach or default in one instance will constitute a waiver of any subsequent breach or default. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement constitutes the entire agreement between us with regard to your access to and use of the Platform
23. Survival
Following any termination of this Agreement, AiiR Response has the right to continue to use Your Content and the Feedback you have provided to us in the ways permitted by this Agreement (subject to your rights above), and the following provisions will also continue to apply: Suspension/Termination, Intellectual Property, Warranty Disclaimer and Limits on Liability, Governing Law and Venue, Compliance, General Provisions, Survival, and the Arbitration Provision.
24. Agreement to Arbitrate and Waiver of Class Action
Please carefully read the following agreement to arbitrate and waiver of class action (“Arbitration Provision”). It requires you to arbitrate disputes with AiiR Response and limits the manner in which you can seek relief from us. It prevents you from bringing any class, collective, or representative action against AiiR Response, it prevents you from participating in or recovering any relief in any class, collective, or representative action anyone else might bring against AiiR Response, and it prevents you from suing AiiR Response in court or from having a jury trial in most cases. You can opt out of this Arbitration Provision by following the instructions below.
Applicability of Arbitration Provision
You agree that any dispute or claim relating in any way to this Agreement, including this Arbitration Provision, to our Privacy Policy or data security generally, or otherwise related to the Platform or our apps (“Disputes”) will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (b) you or AiiR Response may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents); and (c) AiiR Response may seek equitable relief in court (including an injunction), if necessary, to stop or prevent your violation of this Agreement. This Arbitration Provision will apply, without limitation, to all Disputes that arose or were asserted before this Agreement or any prior version of this Agreement were in effect, as well as to all Disputes arising thereafter.
Waiver of Class Relief
WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AGREE THAT YOU AND AIIR RESPONSE WILL NOT COMMENCE AGAINST THE OTHER, OR PARTICIPATE IN, A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. YOU AND AIIR RESPONSE ARE EACH WAIVING RESPECTIVE RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Arbitration Rules and Forum
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Provision. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to arbitration@GoAiiR.com. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available here. JAMS’s rules are also available here or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will jointly select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees (“Arbitration Fees”) and cannot obtain a waiver from JAMS, AiiR Response will pay them for you. AiiR Response will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any final decision made by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator
The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Agreement, including this Arbitration Provision including, but not limited to, any claim that all or any part of this Agreement or this Arbitration Provision are void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and AiiR Response. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Provision). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial
YOU AND AIIR RESPONSE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and AiiR Response are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Provision, except as specified in the Applicability of Arbitration Provision section above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION PROVISION MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. In the event that this subparagraph is deemed invalid or unenforceable, neither you nor AiiR Response are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in the Governing Law and Venue section above.
Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Provision by sending written notice of your decision to opt out to the following address: AiiR Response, Inc.,
Attn: Legal - Arbitration, 5473 Blair Rd Ste 100 PMB 324950, Dallas, Texas 75231 US, and/or arbitration@GoAiiR.com within 30 days after first becoming subject to this Arbitration Provision. Your notice must include your name and address, your Account username, and an unequivocal statement that you want to opt out of this Arbitration Provision. If you opt out of this Arbitration Provision, all other provisions of this Agreement will continue to apply to you. Opting out of this Arbitration Provision has no effect on your agreement to the rest of this Agreement or your agreement to any other arbitration agreements that you may currently have, or may enter in the future, with us. If you opt out of this Arbitration Provision, AiiR Response will likewise not be bound by this Arbitration Provision.
Severability
If any part or parts of this Arbitration Provision are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Provision will continue in full force and effect.
Survival of Provision
This Arbitration Provision will survive the termination of your relationship with AiiR Response.
Modification
Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Provision, such change will not apply to any individual claims of which you had already provided notice to AiiR Response.
Last Updated: 09/22/2024
These Terms of Service (this “Agreement”) set forth the terms and conditions under which individuals may use the proprietary software-as-a-service platform (the “Platform”) made available by AiiR Response, Inc. (“AiiR Response”, “we” or “us”). AiiR Response’s Platform includes its websites, mobile software applications and all materials made available to you therein by AiiR Response, including templates, articles, and other resources (such materials, “Licensed Materials”). Certain features of the Platform are made available by AiiR Response to its users without charge, and other features of the Platform, which may include access to certain Licensed Materials, may require a paid subscription (collectively, “Premium Features”). You will be required to register on our Platform and create an account (your “Account”) to use certain features available through the Platform. Other features of our Platform may be available to you, subject to your compliance with the terms of this Agreement, on a visitor basis without creating an Account. Please read this Agreement before using the Platform. You are entering into a legal contract with AiiR Response and you hereby accept the terms of and agree to this Agreement. You represent and warrant that you have the right, authority and capacity to enter into this Agreement. If you object to anything in this Agreement, do not create an Account and/or otherwise use the Platform, including, without limitation, any Licensed Materials.
IMPORTANT NOTICE: THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION REQUIRING BINDING ARBITRATION OF DISPUTES AND A WAIVER OF CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. IF YOU DON’T WANT TO BE SUBJECT TO ARBITRATION, YOU CAN OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF THE ARBITRATION PROVISION.
1. Our Platform
AiiR Response offers its Platform to enable its users to organize and distribute cybersecurity content, communicate with other users regarding such cybersecurity content and manage cybersecurity collaborations. As part of the functionality of the Platform, you may be able to create a certain number of collaboration workspaces (“Spaces”) and invite other individuals or organizations to collaborate with you in your Spaces (such other users, “Guest Users”). You are responsible for managing the Spaces you create, including ensuring compliance with the terms of this Agreement for all content created, uploaded, transmitted or otherwise shared via such Spaces and all other uses of such Spaces, whether by yourself or a Guest User.
To the extent you access any of the Licensed Materials made available via our Platform, subject to your compliance with the terms and conditions of this Agreement, AiiR Response grants you a fully paid-up, perpetual, nontransferable, non-sublicensable right and license to use such Licensed Materials during the Subscription Period, solely for your personal, non-commercial use, provided that you replicate all copyright and other proprietary rights notices contained in the original copy of the Licensed Materials.
AiiR Response reserves the right to modify or update the Platform from time to time, or to suspend or discontinue our Platform, or any part of our Platform, at any time. AiiR Response will not be liable to you or to any third party should it exercise such rights. If any modifications or updates to the Platform are made available to you by AiiR Response, the terms of this Agreement will govern such updates, unless the update is accompanied by a separate license in which case the terms of that license will apply.
Your Account may be linked on our Platform to a subscription for access to Premium Features purchased by your employer or other entity (an “Enterprise Subscription”). You will retain access to your Account even after your Account is no longer linked to an Enterprise Subscription or such Enterprise Subscription expires or otherwise terminates, but you may lose access to any Premium Features that were purchased as part of such Enterprise Subscription. For the avoidance of doubt, you remain responsible for your own Account (as defined below) and any Premium Features you have may have purchased separately, even if your Account is linked to an Enterprise Subscription.
2. Your Account
You must be at least 18 years old and reside in the United States to create an Account and to use our Platform. In addition, you agree that:
* You will register your Account in your own legal name and all information you provide to use is up-to-date and accurate;You are solely responsible for any and all use of your Account and all activities that occur under or in connection with your Account;
* You will not allow another person to access or use our Platform with your Account;
* You will not access or use our Platform under anyone else’s Account;You will not use our Platform or any portion thereof to create, receive, maintain or transmit any sensitive information or data, including any information regulated under the Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley Act (GLBA), and/or the Payment Card Industry Data Security Standards (PCI-DSS) or use our Platform in any manner that would make AiiR Response your or any third party’s “business associate,” as defined under HIPAA and other applicable law;
* If AiiR Response disables your Account, you will not create another Account without our consent; and
* You are responsible for maintaining the confidentiality and security of your Account credentials. AiiR Response is not responsible for any losses arising from the unauthorized use of your Account. You will notify us immediately if you find out that your Account is being used without your permission.
You may choose to link your Account with, and/or share data using your Account with, other users of the Platform (such as accepting an invitation to link your Account to an Enterprise Subscription or communicating with other users of the Platform). You are solely responsible for any decisions to link your Account and/or to share any information or communicate with such other users.
AiiR Response reserves the right, but is not obligated, to utilize third party service providers to verify on an ongoing basis that Account data submitted by you is accurate. You agree that AiiR Response may conduct any such verification and take such action in response as it deems appropriate in its sole discretion, including without limitation suspending and/or terminating your access to the Platform.
3. Privacy
Your privacy is important to us. Our Privacy Policy (available via PDF) describes how we collect, use, and disclose information about you. Please read our Privacy Policy carefully so you understand how we use and share information we collect about you.
4. Your Use of the Platform and Interactive FeaturesIn using the Platform, you agree that you will not, nor enable or permit others to:
* Use our Platform in a way that negatively affects others or our ability to provide the Platform;Use our Platform to provide inaccurate or misleading information or for any illegal or unauthorized purpose;
* Use any technology or other means not authorized by us to access our Platform or to extract data;
* Attempt to gain unauthorized access to the Platform or any portion thereof, including by trying to circumvent any restrictions;
* Attempt to decipher, decompile, reverse engineer, disassemble, reproduce, modify, copy, distribute, publicly perform, publicly display or create derivative works of the Platform or any portions thereof (including, for the avoidance of doubt, any Licensed Materials) or the source code of the software used to provide the Platform (except as and only to the extent permitted by applicable law);
* Use our Platform or any portion thereof in excess of any applicable technical or capacity limitations;
* Use our Platform or any portion thereof (including, for the avoidance of doubt, any Licensed Materials) to create a competitive product or service, or for benchmarking or vulnerability testing purposes, except as pre-authorized by AiiR Response in writing in each instance;
* Share data regarding another individual using the Platform without their consent; or
* Infringe upon or violate the rights of AiiR Response, other users of our Platform, or any third party.
In addition, you may be able to interact with others through our Platform, including by viewing content created by others, communicating with others, or otherwise, including but not limited to via your Spaces or via Spaces created by another user of the Platform (“Interactive Features”). In using any Interactive Features, you must abide by the use requirements in this Agreement, which are incorporated into this Agreement by reference. You are solely responsible for your use of the Interactive Features and interactions with other people through our Platform. AiiR Response may, but has no obligation to, monitor your use of the Interactive Features to ensure compliance with this Agreement and any other acceptable use policies published by AiiR Response. AiiR Response will not be responsible for any liability incurred as the result of your interactions with others on the Interactive Features or use of content provided by other users via the Interactive Features.
5. Your Content
Our Platform may include interactive features and areas where you can create, upload, store, and/or share content with us or others, including, but not limited to, via Interactive Features (“Your Content”). AiiR Response does not have any ownership rights in Your Content, but you do grant AiiR Response some rights to use it. Specifically, you hereby grant AiiR Response a worldwide, irrevocable (except as set forth below), perpetual, non-exclusive, transferable, royalty-free and fully sublicensable right and license to use, copy, store, adapt, and distribute Your Content so that AiiR Response can operate, deliver, and improve our Platform and other products and services. In addition, if you elect to share Your Content with other users via Interactive Features, you hereby grant AiiR Response the additional right to display and publicly perform Your Content as needed to enable such sharing. The license granted to AiiR Response to display or publicly perform Your Content is revocable by you if and when you choose to independently remove or delete any of Your Content uploaded to Interactive Features of our Platform or otherwise adjust your sharing settings on the Platform with respect to Your Content, to the extent that those features of the Platform provide the functionality to do so. If you uploaded Your Content to Spaces or other Interactive Features of the Platform that are controlled by other users, your ability to revoke the foregoing license and delete Your Content may be limited
In addition, unless you notify any users with whom you share Your Content that Your Content is subject to other license terms and obtain their agreement to any such other terms, you further grant any users of our Platform with whom you share Your Content a limited right to use Your Content for personal, non-commercial purposes. You are solely responsible for any decisions you make with respect to Your Content, including any decisions to share Your Content with other users of our Platform and any separate license terms you offer for Your Content. You acknowledge and agree that other users may download or make copies of any of Your Content shared with such users, and that AiiR Response will not be responsible for restricting any such activities or for any liability incurred in connection with use of Your Content by other users.
You are solely responsible for Your Content, including for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership thereof. AiiR Response has no obligation to review, approve, monitor, endorse, reject, refuse to post, screen, edit, move or remove any of Your Content or similar content created by other users, but may choose to do so at any time, including if Your Content violates this Agreement.
You represent and warrant that you either control or own Your Content, or you have obtained all rights necessary to share Your Content in compliance with these terms, Your Content, and our use of Your Content as permitted under these terms, will not infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws, rules, or regulations, and Your Content does not and will not otherwise violate the terms and conditions of this Agreement.
8. No Professional Advice; Decisions
You acknowledge and agree that the information within the Licensed Materials made available to you via the Platform and any other information communicated to you by AiiR Response is for your general informational purposes only and does not constitute legal or other professional advice. You are solely responsible for any and all decisions made, or actions taken by you based on any use of the Platform, the Licensed Materials, or otherwise based on any information provided to you by AiiR Response, and AiiR Response will have no liability in connection therewith.
9. Fees
If you elect to subscribe to any Premium Features, you are authorizing AiiR Response to charge your payment method on a recurring basis for the fees at the recurring intervals you have agreed to for such Premium Features (including any applicable taxes), until your subscription is cancelled by you or by AiiR Response. You must cancel your subscription to the Premium Features before the next billing date to stop being charged for such Premium Features. For more information regarding cancelling your subscription, please review our Cancellation Policy in your work order.
All fees paid by you for subscriptions to any Premium Features are charged in advance of the applicable subscription period and are non-refundable. AiiR Response reserves the right, in its sole discretion, to modify the fees for subscriptions to Premium Features, including as may be applicable to any future subscription periods for such Premium Features that you have purchased.
We may accept various forms of payment, including credit and debit cards. You represent and warrant that you are authorized to use the payment method you submit to use for such subscription purchase. In addition, by submitting your payment method information to us as part of a subscription purchase, you authorize us (or our third-party payment processor) to not only process your payment, but also to store information related to your payment method for future use. In the event that the payment method you designate cannot be verified, is invalid, or is otherwise unacceptable, we may suspend or cancel your subscription. You are responsible for resolving any problems we encounter in order to proceed with your subscription purchase.
10. Pre-Release Materials and Confidentiality
You may have the opportunity to receive certain pre-release AiiR Response features, functionality, services or other materials, at AiiR Response’s option. Your use of any pre-release materials is subject to the confidentiality obligations below and may be conditioned on your acceptance of additional terms that we provide you. In the event of any conflict between the terms provided for any pre-release materials and this Agreement, the other terms will govern your use of the pre-release materials.
You acknowledge that you may receive non-public information relating to AiiR Response, its business, products, services, and related intellectual property (collectively, “Confidential Information”) in connection with your use of any pre-release materials. You agree to keep the Confidential Information confidential, not to publish or disclose any Confidential Information to a third party, and only use such information to the extent necessary to use the Platform (including any such pre-release materials you are provided, under this Agreement. You will use at least a reasonable standard of care in maintaining the confidentiality of the Confidential Information. Your obligations with respect to Confidential Information will continue even after you have stopped using the Platform and/or pre-release materials. You agree to destroy or return any Confidential Information at AiiR Response’s request. You also acknowledge that if you breach your confidentiality obligations, it will cause immediate and irreparable injury to AiiR Response and AiiR Response will have the right to seek and obtain injunctive relief, and to pursue any other remedies available at law or in equity, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.
11. Feedback
You may choose to provide AiiR Response with ideas, feedback, or suggestions for us about our existing products and services, including the Platform(“Feedback”). If you provide AiiR Response with Feedback, you hereby grant AiiR Response a non-exclusive, perpetual and irrevocable license to use and exploit such Feedback for any purpose, including to incorporate such Feedback within its products and services, without providing payment or any other consideration to you. AiiR Response has no confidentiality or other obligations with respect to your Feedback.
12. Third-Party Services, Materials, and Web Sites
We may make available through our Platform certain additional services, features, or content provided by third parties, including other users of our Platform (collectively, “Third-Party Materials”). Your use of Third-Party Materials made available through the Platform may be subject to additional terms and conditions of the applicable third party.
If such Third-Party Materials are no subject to additional terms and conditions, you may use such Third-Party Materials solely for your personal, non-commercial use. AiiR Response has no responsibility or liability with respect to your access to, or use of, the Third-Party Materials.
In addition, our Platform may also contain links or provide access to other web sites or other online services operated by third parties. Those third-party services are not under our control, and we are not responsible for the content on any third-party services, or any link contained in a third-party service. We provide these links only as a convenience and we don’t have any obligation to review, approve, monitor, endorse, move, remove, warrant, or make any representations with respect to third-party services.
13. Suspension/Termination
We may immediately terminate this Agreement and consequently your access to our Platform, including your Account, at any time if you violate this Agreement, create possible legal liability, or if your use of the Platform poses a security or safety risk. If we terminate this Agreement: (i) your Account will be deactivated and Your Content may be inaccessible, deleted, or deactivated, and (ii) your rights and obligations under this Agreement will terminate (other than those provisions that survive as described below).You may also remove your Account at any time, which will terminate this Agreement (other than those provisions that survive as described below).We will not have any liability for any termination of this Agreement for any of the reasons described above
14. Intellectual Property
The software, code, proprietary methods and systems used to provide the Platform, including all Licensed Materials (“AiiR Response Technology”) is owned by AiiR Response and/or our licensors under United States and international intellectual property laws. You must abide by all legal notices, information, or restrictions contained in, or attached to, any AiiR Response Technology. Nothing in this Agreement grants you any rights to receive AiiR Response Technology or to obtain access to AiiR Response Technology except as generally and ordinarily permitted through the Platform, in accordance with this Agreement. Furthermore, nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to AiiR Response Technology. The names, logos, and other business identifiers displayed on the Platform, including any Licensed Materials, constitute trademarks, tradenames, service marks or logos (“Marks”) of AiiR Response. You are not authorized to use any Marks. Ownership of all such Marks and the goodwill associated with those Marks remain with AiiR Response.
15. Indemnity
You will defend, hold harmless, and indemnify AiiR Response, its affiliates and its and their directors, officers, employees, agents, successors and assigns, from and against any third-party allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”) arising from or related to your breach of any term of this Agreement.
16. Warranty Disclaimer and Limits on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE PROVIDING OUR PLATFORM, INCLUDING THE LICENSED MATERIALS, ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO OUR PLATFORM (INCLUDING ANY THIRDPARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM) PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INTERFERENCE, SYSTEM INTEGRATION, LOSS OR CORRUPTION OF DATA, OR ACCURACY. WE DO NOT WARRANT THAT YOUR USE OF OUR PLATFORM (INCLUDING ANY THIRD-PARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM) PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AND DISCLAIM ALL WARRANTIES OR LIABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ON BEHALF OF ANY OF OUR AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS, PARTNERS, OR LICENSORS (“AIIR RESPONSE PARTIES”). THE FEATURES AND FUNCTIONALITY OF OUR PLATFORM (INCLUDING ANY THIRD-PARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM) MAY CHANGE AT ANY TIME AND AIIR RESPONSE DISCLAIMS ANY RESPONSIBILITY FOR SUCH CHANGES OR ANY STATEMENTS AIIR RESPONSE MAKES OR HAS MADE ABOUT THE EXISTENCE OF SUCH FEATURES OR FUNCTIONALITY. OUR PLATFORM IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE DATA OR INFORMATION PROVIDED BY OUR PLATFORM COULD LEAD TO DAMAGE OR LIABILITY.
IN NO EVENT WILL AIIR RESPONSE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PLATFORM (INCLUDING ANY THIRD-PARTY MATERIALS OR CONTENT AVAILABLE THROUGH OUR PLATFORM), WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AIIR RESPONSE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND/OR OUR PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE PRICE YOU PAID FOR THE PREMIUM FEATURES GIVING RISE TO THE APPLICABLE CLAIM (IF APPLICBALE) OR TWENTY-FIVE DOLLARS ($25).
THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AIIR RESPONSE AND YOU. THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF AIIR RESPONSE FOR DEATH OR PERSONAL INJURY CAUSED BY AIIR RESPONSE’S GROSS NEGLIGENCE IN CONNECTION WITH THE PLATFORM; OR FOR ANY DAMAGES CAUSED BY AIIR RESPONSE’S FRAUD OR FRAUDULENT MISREPRESENTATION, INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.
17. Complaints
In accordance with the Digital Millennium Copyright Act of the United States (“DMCA”) and similar applicable laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others or post other content that violates this Agreement, and/or applicable law. If you believe that anything on our Platform infringes any copyright that you own or control or would like to bring a similar issue to our attention, you may notify our Designated Agent as follows:
Designated Agent: DMCA@GoAiiR.com
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification under the DMCA. We will not be able to process your compliant without proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Platform is infringing, you may be liable to AiiR Response for certain costs and damages.
18. Modifications to this Agreement
AiiR Response reserves the right to change and make additions to this Agreement at any time. If we do, we’ll use reasonable efforts to notify you, for example, by sending a notification to your Account and/or giving notice through our Platform. Unless we say otherwise in our notice, the revised Agreement will be effective immediately and your continued use of your Account after we provide notice of the changes will confirm your acceptance of the revised Agreement. We encourage you to review the Agreement from time to time to ensure you understand the terms and conditions that apply to your use of the Platform.
19. Governing Law and Venue
This Agreement will be governed by the laws of the State of Delaware, without reference to rules governing choice of laws or the U.N. Convention on Contracts for the International Sale of Goods. If either of us has a claim against the other, most claims or disputes will be resolved by binding arbitration, as described in the Arbitration Provision below. However, to the extent this Agreement permits litigation in court, you hereby irrevocably consent to and waive any objection to the exclusive jurisdiction and venue of the federal and state courts in the State of Delaware with respect to any claims, suits or proceedings arising out of or in connection with this Agreement or the Platform.
20. Compliance
You will comply with all applicable laws and regulations in your use of our Platform, including any Licensed Materials, and will not, without prior government authorization, export, re-export, or transfer AiiR Response products, services (including the Platform and any Licensed Materials) or technology, either directly or indirectly, in violation of such laws and regulations. You represent and warrant that you (a) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (b) have not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; (c) have not been placed on the U.S. Commerce Department’s Denied Persons List;” and (d) will not use our Platform or Licensed Materials if any applicable laws in your country prohibit you from doing so in accordance with this Agreement.
21. Communications
You hereby consent to receive communications from us about your Account in an electronic form, whether via email or posting on our Platform or other reasonable means; and agree that all terms and conditions, agreements, notices, disclosures, and other communications that we send to you electronically satisfy any legal requirement that such communications must be in writing. If you have any questions about this, please reach out to info@GoAiiR.com.
22. General Provisions
This Agreement is personal to you, and you may not assign or delegate your right and/or duties under this Agreement to anyone else. Any attempted assignment or delegation is void. You acknowledge that we have the right to seek an injunction, if necessary, to stop or prevent your violation of this Agreement. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is in writing, signed by us. No waiver of any breach or default in one instance will constitute a waiver of any subsequent breach or default. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement constitutes the entire agreement between us with regard to your access to and use of the Platform
23. Survival
Following any termination of this Agreement, AiiR Response has the right to continue to use Your Content and the Feedback you have provided to us in the ways permitted by this Agreement (subject to your rights above), and the following provisions will also continue to apply: Suspension/Termination, Intellectual Property, Warranty Disclaimer and Limits on Liability, Governing Law and Venue, Compliance, General Provisions, Survival, and the Arbitration Provision.
24. Agreement to Arbitrate and Waiver of Class Action
Please carefully read the following agreement to arbitrate and waiver of class action (“Arbitration Provision”). It requires you to arbitrate disputes with AiiR Response and limits the manner in which you can seek relief from us. It prevents you from bringing any class, collective, or representative action against AiiR Response, it prevents you from participating in or recovering any relief in any class, collective, or representative action anyone else might bring against AiiR Response, and it prevents you from suing AiiR Response in court or from having a jury trial in most cases. You can opt out of this Arbitration Provision by following the instructions below.
Applicability of Arbitration Provision
You agree that any dispute or claim relating in any way to this Agreement, including this Arbitration Provision, to our Privacy Policy or data security generally, or otherwise related to the Platform or our apps (“Disputes”) will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (b) you or AiiR Response may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents); and (c) AiiR Response may seek equitable relief in court (including an injunction), if necessary, to stop or prevent your violation of this Agreement. This Arbitration Provision will apply, without limitation, to all Disputes that arose or were asserted before this Agreement or any prior version of this Agreement were in effect, as well as to all Disputes arising thereafter.
Waiver of Class Relief
WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AGREE THAT YOU AND AIIR RESPONSE WILL NOT COMMENCE AGAINST THE OTHER, OR PARTICIPATE IN, A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. YOU AND AIIR RESPONSE ARE EACH WAIVING RESPECTIVE RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Arbitration Rules and Forum
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Provision. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to arbitration@GoAiiR.com. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available here. JAMS’s rules are also available here or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will jointly select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees (“Arbitration Fees”) and cannot obtain a waiver from JAMS, AiiR Response will pay them for you. AiiR Response will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any final decision made by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator
The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Agreement, including this Arbitration Provision including, but not limited to, any claim that all or any part of this Agreement or this Arbitration Provision are void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and AiiR Response. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Provision). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial
YOU AND AIIR RESPONSE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and AiiR Response are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Provision, except as specified in the Applicability of Arbitration Provision section above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION PROVISION MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. In the event that this subparagraph is deemed invalid or unenforceable, neither you nor AiiR Response are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in the Governing Law and Venue section above.
Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Provision by sending written notice of your decision to opt out to the following address: AiiR Response, Inc.,
Attn: Legal - Arbitration, 5473 Blair Rd Ste 100 PMB 324950, Dallas, Texas 75231 US, and/or arbitration@GoAiiR.com within 30 days after first becoming subject to this Arbitration Provision. Your notice must include your name and address, your Account username, and an unequivocal statement that you want to opt out of this Arbitration Provision. If you opt out of this Arbitration Provision, all other provisions of this Agreement will continue to apply to you. Opting out of this Arbitration Provision has no effect on your agreement to the rest of this Agreement or your agreement to any other arbitration agreements that you may currently have, or may enter in the future, with us. If you opt out of this Arbitration Provision, AiiR Response will likewise not be bound by this Arbitration Provision.
Severability
If any part or parts of this Arbitration Provision are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Provision will continue in full force and effect.
Survival of Provision
This Arbitration Provision will survive the termination of your relationship with AiiR Response.
Modification
Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Provision, such change will not apply to any individual claims of which you had already provided notice to AiiR Response.
