Last Revision: December 20, 2016
Welcome to Anyroad
AnyRoad Inc. (“AnyRoad”) provides its services (described below) to you (“Vendor”) through its website located at https://www.anyroad.com (the “Site”) and through its mobile applications, AnyGuide.com product and related services for an experience relationship management solution (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). AnyRoad reserves the right, at its sole discretion, to change or modify portions of these Terms of Service at any time. If AnyRoad does this, AnyRoad will post the changes on this page and will indicate at the top of this page the date these terms were last revised. AnyRoad will also notify Vendor, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Vendor’s continued use of the Service after the date any such changes become effective constitutes Vendor’s acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING VENDOR’S LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT VENDOR SUBMIT CLAIMS VENDOR HASAGAINST ANYROAD TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) VENDOR WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ANYROAD ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) VENDOR WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
Scope This Agreement shall apply to Vendor's use of the Services ordered by Vendor under an order form specifying the Services to be provided hereunder ("Order"). This Agreement, including all Orders, represent the parties' entire understanding regarding the Services and shall control over any different or additional terms of any purchase order or other non-AnyRoad ordering document, and no terms included in any such purchase order or other non-AnyRoad ordering document shall apply to the Services. In the event of a conflict between this Agreement and an Order, the terms of the Order shall control.
Right to Use the Services During the Subscription Term set forth in an Order, AnyRoad grants to Vendor a nontransferable, nonexclusive, worldwide right to access and use the Services in order to solicit, obtain and analyze information from attendees for Vendor’s internal business purposes, subject to the terms of this Agreement.
Usage Restrictions and Representations Vendor shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services ("Software"); (ii) modify, translate, or create derivative works based on the Services or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or Software; (iii) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to AnyRoad; (iv) remove any proprietary notices or labels from the Services or Software; or (v) otherwise use the Services or Software outside of the scope of the rights granted in Section 2. Vendor shall use the Services and Software only for its own internal business operations, and not for the operation of a service bureau or timesharing service or otherwise outside of the scope of the express rights granted herein. Vendor shall not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with AnyRoad's provision of the Services. Vendor shall be responsible for maintaining the security of its equipment and account access passwords. Vendor represents and warrants that Vendor will use the Services only in compliance with applicable laws and regulations. Vendor shall be liable for all acts and omissions using its account. AnyRoad may immediately suspend Vendor's password, account, and access to the Services if (i) Vendor fails to make payment due within 10 business days after AnyRoad has provided Vendor with notice of such failure; or (ii) Vendor violates Section 2, 3, or 9 of this Agreement. Any suspension by AnyRoad of the Services under the preceding sentence shall not relieve Vendor of its payment obligations under this Agreement. Certain “free” or “open source” based software (the “FOSS Software”) may be provided by AnyRoad hereunder, but is not considered part of the Software hereunder. A list of the FOSS Software will be provided to Vendor upon Vendor’s written request.
Ownership AnyRoad will retain ownership of all intellectual property rights in and to the Services and Software (including all derivatives or improvements thereof). All suggestions, enhancements requests, feedback, recommendations or other input provided by Vendor or any other party relating to the Services or Software shall be owned by AnyRoad, and Vendor hereby makes all assignments necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by AnyRoad. Vendor will retain ownership of any data, information or material originated by Vendor that Vendor submits or provides in the course of using the Services ("Vendor Data"). AnyRoad has no ownership rights in or to Vendor Data. Vendor shall be solely responsible for the accuracy, quality, content and legality of Vendor Data, the means by which Vendor Data is acquired and the transfer of Vendor Data outside of the Services. Except to the extent Vendor makes any Vendor Data accessible to other users or the public through the Services, Vendor Data shall be deemed to be Vendor Confidential Information pursuant to Section 9 below. Vendor represents and warrants that it has all rights necessary to upload the Vendor Data to the Services and to otherwise have such Vendor Data used or shared, as applicable, by AnyRoad as part of the Services. AnyRoad will retain ownership of any questions or other information provided to an attendee by AnyRoad in relation to the Services. Vendor will retain ownership of any comments, ideas, feedback or other information provided by an attendee to AnyRoad in relation to the Offerings (“Attendee Feedback”), provided that Vendor will not disclose any such Attendee Feedback in a way that can be attributed to a specific attendee without such attendee’s prior written consent. Vendor hereby grants AnyRoad a nontransferable, perpetual, nonexclusive, worldwide license to use Attendee Feedback, Vendor Data and any other statistics or metrics relating to the usage of the Services in order to develop, provide and operate its Services and other offerings, and disclose such information (excluding Vendor’s Confidential Information, as defined below) solely on an aggregated and anonymized basis in a manner that does not identify Vendor or any attendee.
Billing and Payment AnyRoad collects a service fee for the Offerings directly from the attendee of such Offering and will remit the remaining amounts paid by the attendee to Vendor set forth in an Order (“Attendee Fees”). Vendor may elect whether to pass along the specified fees to the attendee or deduct the specified fees from Vendor’s normal ticket price. Vendor shall pay all other fees to AnyRoad set forth in an Order (“AnyRoad Fees”). All AnyRoad Fees are non-cancelable and nonrefundable, except as expressly specified in Section 7.2. All AnyRoad Fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and Vendor shall be responsible for payment of all such taxes, levies, or duties (excluding taxes based on AnyRoad's income), even if such amounts are not listed on an Order. Vendor and AnyRoad shall pay all AnyRoad Fees and Attendee Fees, respectively, in U.S. Dollars or in such other currency as agreed to in writing by the parties. All amounts invoiced hereunder are due and payable as specified in the Order. Unpaid invoices that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. Term and Termination. This Agreement shall commence as of the date set forth in the first Order, and, unless earlier terminated as set forth below, shall remain in effect through the end of the Subscription Term in any current Order. The Subscription Term will automatically renew for additional successive periods of time equal to the length of the original Subscription Term, unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions, confidentiality obligations, warranty disclaimers, and limitations of liability. In the event of a material breach by either party, the non-breaching party shall have the right to terminate the applicable Order for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail. If AnyRoad terminates an Order for Vendor's material breach, all fees set forth on such Order are immediately due and payable. Upon any termination or expiration of an Order, Vendor's right to access and use the Services covered by that Order shall terminate. Notwithstanding the foregoing, at Vendor's request if received within 30 days of termination of the Order, AnyRoad will permit Vendor to access the Services solely to the extent necessary for Vendor to retrieve a file of Vendor Data and Attendee Feedback then in AnyRoad's possession. Vendor acknowledges and agrees that AnyRoad has no obligation to retain Vendor Data or Attendee Feedback and that AnyRoad will have the right to irretrievably delete and destroy Vendor Data and Attendee Feedback after 30 days following the termination of this Agreement.
Disclaimer of Warranties AnyRoad AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, NON-INFRINGEMENT AND QUALITY. ANYROAD AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE RESULTS VENDOR MAY OBTAIN BY USING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AnyRoad AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF THE, SERVICES WILL MEET VENDOR'S REQUIREMENTS. VENDOR ACKNOWLEDGES THAT NEITHER AnyRoad NOR ITS THIRD PARTY PROVIDERS CONTROLS 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 COMMUNICATIONS FACILITIES. AnyRoad IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY AnyRoad, THE SERVICES ARE PROVIDED TO VENDOR ON AN "AS IS" BASIS. VENDOR ACKNOWLEDGES THAT ANYROAD HAS NO CONTROL OVER AND DOES NOT GUARANTEE (A) THE QUALITY, SAFETY OR LEGALITY OF THE OFFERINGS, (B) AN ATTENDEE’S ACTIONS RELATED TO SUCH OFFERINGS, OR (C) THE TRUTH OR ACCURACY OF ANY OFFERINGS, AND ANYROAD IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES OR ATTENDEES THAT USES THE SERVICES, AND ANYROAD HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES OR ATTENDEES. ANYROAD IS UNDER NO OBLIGATION TO, AND DOES NOT ROUTINELY, SCREEN ATTENDEES, INQUIRE INTO THE BACKGROUND OF ATTENDEES OR ATTEMPT TO VERIFY INFORMATION PROVIDED BY ANY ATTENDEES.
Limitation of Liability, Release ANYROAD SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND IT'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID (OR, IN THE CASE OF VENDOR’S LIABILITY, PAID AND/OR PAYABLE) BY VENDOR IN THE PRECEDING 3 MONTHS. AnyRoad provides a medium in which Vendors and its attendees can transact. However, AnyRoad could not function if it were held responsible for the actions or inactions of its attendees, Vendors and/or third parties both on and off the Services. Therefore, as an inducement to AnyRoad permitting Vendor to access and use the Services, Vendor hereby agrees to release AnyRoad, and its affiliates and subsidiaries from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses arising out of or in any way connected with disputes between Vendor and third parties in connection with any Offerings. In addition, Vendor waives any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
Confidential Information Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except to perform its obligations hereunder or as permitted in Section 4.3 above) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after 5 years following the termination of this Agreement or any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. If the Receiving Party is required by law to make any disclosure of such Confidential Information, it may do so to the extent of such requirement, provided that it first gives written notice to the Disclosing Party thereof (if legally permitted).
Notices AnyRoad may give notice applicable to AnyRoad's general Services Vendor base by means of a general notice on the Services portal, and notices specific to Vendor by electronic mail to Vendor's e-mail address on record in AnyRoad's account information or by written communication sent by first class mail or pre-paid post to Vendor's address on record in AnyRoad's account information. If Vendor has a dispute with AnyRoad, wishes to provide a notice under this Agreement, or becomes subject to insolvency or other similar legal proceedings, Vendor shall promptly send written notice to AnyRoad at 2017 Mission St., San Francisco, CA 94110.
Publicity Vendor agrees that AnyRoad may use Vendor’s name and logo in AnyRoad’s marketing materials or communications Subject to the terms and conditions of this Agreement, Vendor hereby grants to AnyRoad a non-exclusive and limited license to use and publicly display Vendor’s name and logo as set forth in this Section 11.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS VENDOR’S RIGHTS.
Unless AnyRoad and Vendor agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, AnyRoad agrees that Vendor may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.