ALOI INC TERMS OF SERVICE
Please Read Carefully Before Using Aloi Services: The following terms of service (“Terms of Service”) govern your use of the Aloi Services (the “Services”) and the Aloi web-based, application integration and data linking service accessed through the Site (“Site”) located at aloi.io, and all content, services, and products provided by Aloi at or through the Site. The Site also refers to Aloi-owned subdomains of aloi.io including but not limited api.aloi.io, auth.aloi.io, gateway.aloi.io, graph.aloi.io, and docs.aloi.io and any upgrades, modified versions, additions and improvements thereto, if any. The Site and Services are both operated by Aloi, Inc. (“Aloi” or “we”). By using the Site and/or the Services, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Services or the Site. If you are entering into these Terms of Service on behalf of an entity, you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you” mean such entity.
Aloi expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing contact you designate in your User Account (as defined below), through your User Account or in the Service itself). To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. In all other cases, any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.
User Account Registration; Passwords
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Aloi. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Aloi hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Aloi elect to terminate such right in accordance with these Terms of Service.
(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
(c) Passwords: Upon registration on the Site, you will provide Aloi with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Aloi of any suspected or actual unauthorized use of your User Account. You agree that Aloi will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
(a) Aloi Content: The information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service, excluding Third Party Content (collectively, “Aloi Content”), are the copyrighted works of Aloi, and Aloi expressly retains all right title and interest in and to the Aloi Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Aloi Content may violate copyright and/or other applicable laws.
(c) Limited Site Content License: Aloi grants you a limited, revocable, non-transferable, non-exclusive right to use the Aloi Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format.
(d) Aloi and its licensors own all rights, title, and interest in and to the Site and Services, including all text, images, software, trademarks, service marks or other intellectual property contained on the Site. Client shall not reverse engineer, create derivative works of, or otherwise use the Services in a manner that is not permitted in this Agreement or in violation of applicable law. All copyright, trademark, and other proprietary rights notices included on the Site or in the Services as presented at Site must appear on all copies printed by you. Aloi and the Aloi logo are trademarks or registered trademarks of Aloi Inc. Other product, service, or company designations on the Site belong to our trade partners and may be mentioned on the Site for identification purposes only. Aloi reserves all rights in the Services that are not expressly granted in this Agreement, including the right to modify elements of the Services at any time. Your use of and access to the Site and Services does not grant you any license or right to use any of the marks included on the Site.
(e) Monitoring of Site Content and use of Service: Aloi reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Aloi reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
(f) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Aloi will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Aloi at email@example.com, and Aloi will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Aloi’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site. Aloi reserves all rights to seek damages and fees associated with infringement and/or fraud.
Your Use of the Service and Site
(a) Account and Use of Service: You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.
(b) Termination and Suspension by Aloi: Aloi may terminate your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend our Service to you at any time, with or without cause. If we terminate your User Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service.
(c) Effect of Termination: Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it. If you do not log in to your User Account for 12 or more months, we may treat your User Account as “inactive” and permanently delete the User Account and all the data associated with it with the exception of any published Aloi connectors that have been contributed to the Aloi community. In addition, data related to customer service and support will be maintained per Aloi’s internal policies. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Service. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
(d) Prohibited Conduct: You agree not to use the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Aloi products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Aloi’s system or network security, including, without limitation, the following: (1) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (3) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (4) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or (5) transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). Violations of the Site’s, the Service’s or Aloi’s system or network security may result in civil or criminal liability.
In addition, you agree not to, directly or indirectly: (1) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (2) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (3) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Aloi; (4) remove any proprietary notices or labels from the Service or Software; or (5) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or timesharing service.
(e) Your Data: You will retain ownership of any data, information or material originated by you that you transmit through the Service (“User Content”) – for example, User Content from your accounts with third party services (e.g., Mirakl or Shopify) that passes through the Service. You shall be solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired and the transmission of User Content outside of the Service. You represent and warrant that you have all rights necessary to transmit User Content through the Service and to otherwise have User Content used as part of the Service or as otherwise contemplated herein.
(f) Your Posts: The Site and Service include functionality that permits users to post content, images, audio files, text, sample code or other materials or works in a manner that is intended to be viewed by other users (“Your Posts”), including for reviews and in forums. You hereby grant to Aloi a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute Your Posts for any purpose. In addition, you hereby irrevocably represent and warrant to Aloi that (i) you have all necessary power, authority, right, title and/or licenses to grant to Aloi the foregoing right and license and (ii) the posting, submission and display by you of Your Posts on the Site or Service, and the exercise by Aloi of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) none of Your Posts (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) are libelous or defamatory.
(g) Suggestions: You hereby grant to Aloi a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other Aloi offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to Aloi that is related to the Site and/or the Service.
(h) Aggregated and/or Anonymized Data: Notwithstanding anything to the contrary set forth herein or otherwise, Aloi will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Data and data derived therefrom), and to aggregate and/or anonymize all such data and information. Aloi will be free at any time to: (i) use such information and data to improve and enhance Aloi’s offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.
(i) Your Indemnification Obligations: You hereby irrevocably agree to defend and indemnify Aloi and its affiliates, successors, and the officers, directors, employees and agents against and hold them harmless from any and all claims, actions, liabilities, losses, expenses of any nature (including without limitation reasonable attorneys’ fees), and costs arising out of any third-party claim in respect of any actual or alleged breach by you of any representation, warranty or covenant made in this Agreement, or otherwise arising out of your activities or omissions under this Agreement.
(j) Aloi’s Indemnification Obligations: If you are a paying subscriber to the Service, Aloi will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the United States intellectual property rights of a third party, and Aloi shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (a) promptly give written notice thereof to Aloi; (b) give Aloi sole control of the defense and settlement of the claim; and (c) provide to Aloi all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service, (ii) User Content, or (iii) a combination of the Service with any content or other technology not provided by Aloi.
(k) Your Use of The Service to Send Communications: You acknowledge that (a) you exclusively are responsible for and control the timing, content, and distribution of all telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service and (b) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable state and federal laws, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Service.
(l) Developer Platform: In addition to these Terms of Service, if you use the Aloi developer platform to create additional features for the Service that leverage your application programming interfaces, your use of the Aloi developer platform is subject to the Aloi Developer Platform Agreement located at https://www.aloi.io/platform-terms.
(m) Realm Accounts: You may be invited to establish or join an Aloi team account (“Realm Account”). Each Realm Account will have an administrator who can accept or remove Realm Account members. By agreeing to join a Realm Account, you acknowledge that (i) your identity, including name, email address, and avatar (if any), will be disclosed to other Realm Account members, and the Realm Account administrator will also have access to your task usage, and (ii) your User Content will be viewable by all Realm Account administrators. You will have the option to share with other Realm Account members any integrations you have created and/or any third party applications with which you have connected. If you share an integration, all Realm Account members can view and edit such integration. If you share a third party application with which you have connected, all Realm Account members will have read/write access to the data associated with such third party application.
(n) Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.
Linked Websites and Services
The Site and Service contains links to and integrations with third party websites and services (e.g., Mirakl or Shopify), and you agree that Aloi provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services, and that Aloi does not endorse such websites or services (or any products or other services associated therewith). Your use of such websites and services will be subject to the terms applicable to each such website and service.
If you are a paying subscriber to the Service, Aloi warrants to you that it will provide the Service substantially in accordance with its documentation under normal use. In the event of any breach of such warranty, your exclusive remedy will be Aloi’s re-performance of the deficient Service or, if Aloi cannot re-perform such deficient Service as warranted, you may terminate your User Account as set forth above and Aloi will refund a prorated portion of your monthly prepayment. You must notify Aloi in writing of any warranty deficiency within 10 days from receipt of the deficient Service in order to receive the foregoing warranty remedy.
LIMITATION OF LIABILITY
(a) Warranty Disclaimer: ALOI DOES NOT GUARANTEE THAT (i) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ALOI WILL CORRECT ALL SERVICE ERRORS, (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS, OR EXPECTATIONS. YOU ACKNOWLEDGE THAT ALOI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION FACILITIES. ALOI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ALOI IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES THAT ARISE FROM CLIENT CONTENT, CLIENT APPLICATIONS, OR THIRD PARTY CONTENT. ALOI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS OR USEFULNESS OF THIRD PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES.
(b) Limitation of Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER PARTY, OR ANY OF THEIR AFFILIATES OR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS NOR REPRESENTATIVES SHALL BE LIABLE TO THE OTHER PARTY OR ITS CLIENTS FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, AND BUSINESS INTERRUPTION. ALOI’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR SERVICE ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO ALOI FOR THE SERVICES UNDER THE SERVICE ORDER GIVING RISE TO THE LIABILITY FOR THE PREVIOUS SIX (6) MONTHS.
Location of the Site and your Use
Aloi operates or controls the operation of this Site and the Service from offices in the United States. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Aloi may be located at various locations in and outside of the United States. Aloi makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
Aloi may give notice applicable to Aloi’s general Service customer base by means of a general notice on the Service portal, and notices specific to you by electronic mail to your e-mail address on record in your User Account or by written communication sent by first class mail or pre-paid post to your address on record in your User Account. If you have a dispute with Aloi, wish to provide a notice under these Terms of Service, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Aloi at Aloi, Inc., 1S443 Summit Ave., Ste 304b, Oakbrook Terrace, IL 60181; Attn: Legal
These Terms of Service constitute the complete and exclusive statement of accord between the parties notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. If any Section, provision or term of the Terms of Service is deemed invalid or unenforceable under any statute, regulation, ordinance, executive order or another rule of law, that Section, provision or term shall be deemed amended or deleted, but only to the extent necessary to comply with any statute, regulation, ordinance, executive order, or another rule of law, and all other Sections, provisions, and terms of the Term of Service shall remain in full force and effect. Except as otherwise provided herein, the Terms of Service may not be modified or altered except by written instrument duly executed by the Parties. Also, the provisions of the Terms of Service may only be waived in writing by the Parties. No delay on the part of any Party in exercising any right, power or privilege under the Agreement shall operate as a waiver, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. Neither party may assign these Terms of Service without the prior written approval of the other, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with an assignment to an affiliate or to a successor to substantially all of such party’s assets or business related to these Terms of Service. Except as otherwise provided herein, the rights and remedies provided under the Terms of Service are cumulative, and not exclusive of any rights or remedies that any Party may otherwise have at law or in equity. These Terms of Service are intended to be and are solely for the benefit of Aloi and you and do not create any right in favor of any third party. The Terms of Service shall be governed by the laws of the State of Illinois without regard to conflicts of laws principles. Any legal proceeding brought by either Party relating in any way to this Agreement shall be commenced and maintained in a court in Chicago, Illinois, for which purpose each of the Parties irrevocably consents and submits to the exclusive jurisdiction and venue of that court. If a dispute under the Terms of Service arises, the Parties shall first attempt to resolve the issue through discussions between high-level representatives of each Party for up to thirty (30) days. Before a Party may file a lawsuit, the Parties shall submit the dispute to mediation before the American Arbitration Association, which shall be conducted in Chicago, Illinois, provided that, nothing in this clause shall bar a party from seeking injunctive relief in emergent circumstances. Each Party shall pay its own fees and costs for mediation and all other alternate dispute resolution mechanisms.
If you have any questions about these Terms, please contact us.