This End User License Agreement ("EULA") is a legal agreement between you ("User," "you," or "your") and ACD Logistics, LLC ("ACD Logistics," "AIMventory," "we," "our," or "us") for the use of AIMventory software, including the web application, iOS application, and any related services (collectively, the "Software"). By installing, accessing, or using the Software, you agree to be bound by this EULA.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.
Subject to your compliance with this EULA and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business purposes during the term of your subscription.
This license permits you and your authorized users to access the Software through supported web browsers and the iOS application. The number of authorized users and features available are determined by your subscription plan.
You may not:
The Software, including all code, design, documentation, features, algorithms, user interface, and related intellectual property, is and remains the exclusive property of ACD Logistics, LLC. This EULA does not grant you any ownership interest in the Software. All rights not expressly granted herein are reserved.
You retain all rights to the data you submit to the Software ("Your Data"). We do not claim ownership of Your Data. Our use of Your Data is governed by the Terms of Service and Data Processing Agreement.
If you provide suggestions, feature requests, or other feedback about the Software, we may use that feedback without obligation to you. Feedback does not constitute your Confidential Information.
The Software may include open-source or third-party components. Such components are subject to their own license terms, which are provided within the Software or upon request. Nothing in this EULA limits or restricts your rights under applicable open-source licenses.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:
We may update, modify, or enhance the Software from time to time. Updates may be applied automatically. We are not obligated to provide any specific updates, features, or functionality. Continued use of the Software after an update constitutes acceptance of the updated version.
We strive to maintain high availability of the Software but do not guarantee uninterrupted access. The Software may be temporarily unavailable for maintenance, updates, or circumstances beyond our control. We are not liable for any loss or damage resulting from service interruptions.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF DATA SYNCHRONIZED FROM THIRD-PARTY PLATFORMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACD LOGISTICS, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify, defend, and hold harmless ACD Logistics, LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:
This EULA is effective from the date you first access or install the Software and continues until terminated. Your subscription renews automatically according to the billing terms in the Terms of Service.
You may terminate this EULA at any time by cancelling your subscription and ceasing all use of the Software, including uninstalling the iOS application.
We may terminate or suspend your license immediately and without notice if you breach any provision of this EULA. We may also terminate for convenience with thirty (30) days' written notice.
Upon termination, your license to use the Software ceases immediately. You must stop using the Software and uninstall the iOS application. Sections that by their nature should survive termination will survive, including Sections 3 (Ownership), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 13 (General Provisions).
You agree to comply with all applicable export control laws and regulations. You will not export or re-export the Software to any country, entity, or person prohibited by applicable law.
If you access the Software through the iOS application downloaded from the Apple App Store, the following additional terms apply:
We may update this EULA from time to time. If we make material changes, we will provide notice through the Software or by email at least thirty (30) days before the changes take effect. Continued use of the Software after the effective date of changes constitutes acceptance.