Effective Date: 26 May 2020
Welcome, and thank you for your interest in Akkio Inc. (“Akkio,” “we,” or “us”). These Website Terms of Service (“Terms”) govern your use of our Service (defined in Section 1.1). These Terms are a legally binding contract between you and Akkio regarding your use of the Service.
BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND Akkio’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Akkio AND YOU TO BE BOUND BY THESE TERMS.
Arbitration NOTICE. Except for certain kinds of disputes described in Section 14, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Akkio ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury (See Section 14.).
1.1. As used throughout these Terms, “Service” means all portions of the website located at www.akk.io (including all related subdomains), whether public-facing or accessible behind a log-in, and all features, functionality, content and materials available on or through such website (including the AI Platform (defined in Section 1.2) and all results or output derived from the operation or use of that platform (including AI models) except as set forth in Section 4.4)).
1.2. The Service provides you with general information about our products and services and includes a platform that is accessible through unique access credentials that is designed to enable users to build and deploy AI models with relative speed and ease (such platform, the “AI Platform”).
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) either you are at least 18 years of age or have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age and who will supervise your use of the Service; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration. To access certain features of the Service, including the AI Platform, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and any access credentials that you need to access the account, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at email@example.com.
4.1. Limited License. Subject to your complete and ongoing compliance with these Terms, Akkio grants you, solely for your personal use, a limited, revocable, non-exclusive, non-transferable, non-sublicensable and worldwide license to access and use the Service solely through the permitted functionalities on the Service and for your non-commercial, informational purposes only.
4.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) commercially exploit the Service in any manner; or (d) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
4.3. Feedback. If you choose to provide input or suggestions regarding problems with or proposed modifications or improvements to any aspect of the Service (“Feedback”), then you hereby grant Akkio an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose without any limitations, credit or fees due to you whatsoever.
4.4. AI Platform. Notwithstanding anything in these Terms to the contrary and for the avoidance of doubt, this Section 4 does not apply to the AI Platform and any results or output derived or generated from use or operation of that platform (including any AI models). Any rights that we may grant you to the same will be set forth in the applicable Additional Terms.
5. Ownership; Proprietary Rights. The Service is owned and operated by Akkio. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) are protected by intellectual property and other laws. As between you and Akkio, the Materials are the sole property of Akkio. Except as expressly authorized by Akkio, you may not make use of the Materials. Akkio reserves all rights to the Materials not granted expressly in these Terms.
6. Third Party Terms. The Service may contain links to other websites or other online properties that are not owned or controlled by Akkio (collectively, “External Sites”). The content of External Sites is not developed or provided by Akkio. Akkio is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or Webmaster for External Sites if you have any concerns regarding content located on those External Sites. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites.
7. Prohibited Conduct. WITHOUT LIMITING ANY OTHER TERMS OF THESE TERMS, WHEN USING THE SERVICE, YOU AGREE NOT TO:
a. violate any local, state, national, or international law, or violate any third party rights;
b. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content or materials; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
c. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; or (ii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
d. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission; or
e. attempt to do any of the acts described in this Section 7 or assist or permit any party in engaging in any of the acts described in this Section 7.
8. Notice and Procedure for Making Claims of Intellectual Property Infringement. Akkio respects the intellectual property of others and takes the protection of intellectual property very seriously. If you believe that any materials made available on the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the following Designated Agent: Legal Counsel, Akkio Inc, 105 Lanark Rd. Boston, MA 02135 or email firstname.lastname@example.org. Any notice alleging that materials on the Service infringe intellectual property rights must include the following information:
8.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the right being infringed;
8.2. a description of the intellectual property that you claim has been infringed;
8.3. a description of the material that you claim is infringing and where it is located on the Service;
8.4. your address, telephone number, and email address;
8.5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the owner of the right being infringed, its agent, or the law; and
8.6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.
9. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
10. Term, Termination and Modification of the Service.
10.1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Service, whichever occurs first, and end when terminated as described in Section 10.2.
10.2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminates. In addition, Akkio may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at email@example.com or following any other procedures pursuant to the functionalities and/or information available on the Service.
10.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) all terms and provisions in these Terms (including the provisions and terms above that appear before Section 1) except for Section 4.1 will survive.
10.4. Modification of the Service. Akkio reserves the right to modify or discontinue the Service at any time, temporarily or permanently, without notice to you. Akkio will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
11. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Akkio and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim brought or threatened by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
12. Disclaimers; No Warranties. WITHOUT LIMITING ANY OTHER TERMS IN THIS DOCUMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW:
THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. AKKIO AND ITS CURRENT AND FUTURE AFFILIATES (COLLECTIVELY, THE “AKKIO ENTITIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE Akkio ENTITIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND THE Akkio ENTITIES DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
THE AKKIO ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE OF ANY KIND THAT MAY RESULT FROM THE SERVICE OR YOUR DEALING WITH ANY OTHER SERVICE USER.
13. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AKKIO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY AKKIO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 14.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE AKKIO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
14. Dispute Resolution and Arbitration.
14.1. Generally. In the interest of resolving disputes between you and Akkio in the most expedient and cost effective manner, and except as described in Section 14.2, you and Akkio agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND AKKIO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14.2. Exceptions. Despite the provisions of Section 14.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
14.3. Arbitrator. Any arbitration between you and Akkio will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Akkio. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
14.4. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Akkio’s address for Notice is: Akkio Inc., 105 Lanark Rd. Boston, MA 02135. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Akkio may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Akkio must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Akkio in settlement of the dispute prior to the award, Akkio will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
14.5. Fees. If you commence arbitration in accordance with these Terms, Akkio will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Suffolk County, Massachusetts, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Akkio for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
14.6. No Class Actions. YOU AND AKKIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Akkio agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
14.7. Modifications to this Arbitration Provision. If Akkio makes any future change to this arbitration provision, other than a change to Akkio’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Akkio’s address for Notice of Arbitration, in which case your account with Akkio will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
14.8 Enforceability. If Section 14.6 is found to be unenforceable or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15.2 will govern any action arising out of or related to these Terms.
15.1. General Terms. These Terms, together with the Additional Terms, are the entire and exclusive understanding and agreement between you and Akkio regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to,” and references to “Section” means Sections in these Terms. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
15.2. Governing Law. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. You and Akkio submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Boston, MA, for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Massachusetts, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
15.5. Contact Information. The Service is offered by Akkio Inc., located at 105 Lanark Rd. Boston, MA 02135. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org.
15.6. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
15.7. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
15.8. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
15.9. Government Users. Akkio provides the Service and all material and content available thereon for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as specified in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, then it must negotiate with Akkio to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in the applicable agreement.