ACCELORITHM PRE-RELEASE EVALUATION AGREEMENT (“Agreement”) dated as of the date set forth below, between Accelorithm LLC (“Accelorithm”) and the Participant named below (“Participant”). Accelorithm may make available to Participant, at no charge, prerelease versions of certain materials, including without limitation access to services, copies of or access to software products, and/or documentation which are under development by Accelorithm or its suppliers (collectively, “Pre-release Material”). Accelorithm and Participant agree as follows:
1. LIMITED RIGHT TO USE. Accelorithm grants Participant a limited, non-transferable, non- exclusive right to use the Pre-release Material solely for Participant’s internal evaluation and review in order to advise Accelorithm as to possible modifications to the Pre-release Materials or to evaluate the desirability of cooperating with Accelorithm in developing products or services for use with the Pre-release Materials. Ownership of and title to the Pre-release Material shall remain with Accelorithm or its suppliers at all times. Participant may not disclose, copy, distribute or make commercial use of the Pre-release Materials. Without limiting the foregoing, Participant shall not copy or distribute the contents of any downloaded file or media provided to Participant. Participant shall not lease, sublease, sublicense assign, or otherwise transfer or dispose of the Pre-release Material or any portion thereof.
2. CONFIDENTIALITY. Participant agrees to maintain in confidence and not use for any purpose other than authorized in paragraph 1 above the Accelorithm Pre-release Materials and all media and documentation that relate to the design, development, operation, testing, or use of the Accelorithm Pre-release Materials or any additions or modifications thereto, including any content made available thereby (“Confidential Information”). Participant agrees that knowledge of or information about pre-release features, capabilities or errata of the Pre- release Material gained through Participant’s use of the Pre-release Material (including knowledge or information gained through the use of any test and measurement equipment), is Accelorithm Confidential Information.
3. COMMUNICATIONS. Participant understands that a key objective for this program is for Accelorithm to learn about the performance and usefulness of Accelorithm’s Pre-release Material. Participant shall use reasonable efforts to provide suggestions, comments, information or other communication regarding the Pre- release Materials (“Feedback”) to Accelorithm. Except for non-disclosure of Participant as the source of such Feedback, Accelorithm will have no confidentiality or payment obligations to Participant with respect to the Feedback. Participant agrees that Accelorithm and its designees may copy, modify, create derivative works, display, disclose, distribute, license and sublicense, incorporate and otherwise use any or all of the Feedback and any intellectual property rights therein, including derivative works thereto, for any and all purposes as Accelorithm deems fit.
4. TERM AND TERMINATION. Either party may terminate the license granted under this Agreement at any time without cause upon written notice to the other party; however, all other obligations under this Agreement (including without limitation confidentiality and limitations of liability) will survive expiration or termination of this Agreement for any reason. At the time of termination, or when sooner requested by Accelorithm, Participant will promptly return or destroy and certify destruction of all Confidential Information (including all copies of any accompanying documentation and software) which it received along with all copies which it made.
5. GENERAL. Participant may not assign, either voluntarily, by operation of law of otherwise, any portion of this Agreement. Any attempt by Participant to assign, sublicense, delegate or otherwise transfer any rights, duties or obligations set forth in this Agreement without Accelorithm’s prior written consent shall be deemed a material breach of this Agreement and shall be void and of no effect. Nothing limits Accelorithm’s right to assign, sublicense, delegate or otherwise transfer any rights, duties or obligations set forth in this Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and it merges and supersedes all prior or contemporaneous agreements, negotiations and discussions. This Agreement may only be amended or modified in writing signed by both parties. The failure of either party to enforce any right resulting from breach of any provision of the Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right. This Agreement shall be governed by, subject to, and construed according to the laws of the Commonwealth of Massachusetts, excluding its conflict of laws provisions. All disputes regarding this Agreement and/or the Pre-release Materials shall be referred to the United States District
Court for Massachusetts or, if there is no federal jurisdiction, to the applicable state court in Suffolk County, Massachusetts; provided, nothing limits Accelorithm’s rights to obtain injunctive relief wherever necessary.
6. DISCLAIMER AND LIMITATION OF LIABILITY. The Pre-release Materials are provided “AS IS.” ACCELORITHM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRERELEASE MATERIAL DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ACCELORITHM WILL NOT BE LIABLE TO PARTICIPANT OR TO ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT OR OTHERWISE), HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT WILL ACCELORITHM BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, EVEN IF ACCELORITHM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your use of Accelorithm’s products and services available at www.accelorithm.com is subject to the terms of this legal agreement between you and Accelorithm, Inc., as amended from time to time.
This “Terms of Service” (referred to below as this “Agreement”) has been written to describe the conditions under we make the Accelorithm service and products (the “Service”) available to you through our websites and mobile applications. In this Agreement, “we” and “us” means Accelorithm LLC, a Delaware limited liability company, and “you” means the person using the Service. This Agreement discusses important limitations about the way you may use and rely upon materials you find on the Service. Read this Agreement carefully. By using the Service, you will be deemed to have accepted this Agreement. If you do not accept this Agreement or if your right to use the Service has been terminated (see below), you may not use the Service.
We may have other separate agreement between you and us relating to, among other things, access to confidential information, services or products (each, an “Other Agreement”). Our obligations with respect to any product, service, or access that we make available to you under any Other Agreement shall be governed solely by the Other Agreement under which such product or service is provided and this Agreement shall not be deemed or construed to alter the terms of such Other Agreements.
LIMITS ON USE
You are only authorized under this Agreement to use the Service individually. By requesting to use, and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the Agreement and conditions hereof.
Due to restriction on the storage and use of personal information and effectiveness of legal agreements, no person under the age of 18 may use the Service.
You hereby authorize us to verify your representations and warranties herein, and you acknowledge that we reserve the right, but not the obligation, to verify such representations and warranties, and to take action we deem appropriate in our sole discretion, including but not limited to terminating your right to use the Service, should we determine, in our sole opinion, that you have violated any representation or warranty or any other provision of this Agreement.
We (or the third parties providing materials through the Service) retain all copyright and other proprietary rights in the Service or the materials available through the Service. You may not modify the materials in the Service in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. The materials in the Service are copyrighted and any unauthorized use of any materials at the Service may violate copyright, trademark, and other laws.
We make no claim of ownership of answers or other materials you submit to us using the Service (your “Submissions”), but in providing Submissions to us with the Service you grant us the non-exclusive worldwide perpetual irrevocable right to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Submissions on or using the Service, and to use such data, and disclose such data in aggregate form, for benchmarking, improvements to products and services, or marketing. You represent to us that you have the right to do so and agree to indemnify and defend us against any claim to the contrary.
COMPLIANCE WITH STANDARDS OF CONDUCT
You agree not to use the Service in violation of our standards of conduct posted at www.accelorithm.com/conduct as amended from time to time, in particular you may not: use the Service in a manner that would cause you or us to violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Service, and any export or re-export laws, rules and regulations; interfere with or disrupt the Service or take any steps to interfere with or in any manner compromise any security measures with respect to the Service or any data or file transmitted, processed or stored on or through the Service.
COPYRIGHT AND TRADE MARK POLICIES
It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the right of repeat infringers to use the Service. Details of our policy can be found at www.accelorithm.com/dmca.
DISCLAIMERS AND LIMITATION OF LIABILITY
The Service is provided “AS IS” without warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you. In no event will we, our suppliers, or other third parties be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of the Service, whether based on warranty, contract, tort or any other legal theory and whether or not we have been advised of the possibility of such damages. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so these limitations or exclusions may not apply to you.
You agree to indemnify, hold harmless and defend us and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, at your expense, against any and all third party claims or demands, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines costs and expenses (including, without limitation, reasonable attorney's fees and other dispute resolution expenses) incurred by us, due to or arising out of your Submissions, your use or misuse of the Service, your violation of this Agreement, or your violation of any rights of another.
CHANGES TO THE PRODUCT; TERMINATION
Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular parts of the Service. We may, at any time, modify the Service, or stop (permanently or temporarily) providing the Service (or any features within the Service) to you at our sole discretion and for any reason, and without notice, without liability to you or any person, including without limitation if we believe you have breached or may breach any provision of this Agreement; or if the provision of the Service to you is, in our opinion, no longer commercially viable. Upon any such termination, the provisions of this Agreement shall continue in effect except you are no longer authorized to use the Service; termination shall not relieve you for liability for breach occurring prior to termination.
AMENDMENT AND UPDATING OF THIS AGREEMENT; ELECTRONIC SIGNATURES
We may desire to make changes to this Agreement from time to time to update it, for example to add references to different products and services, or provide for payment for the use of the Service. We may specify amended or updated terms that apply to the use of Service after the effective date of such amendment or update, and we will make a new copy of this Agreement available to you and may require you to accept it as a condition to the continued provision of the Service to you. In addition, the continued use of the Service after receipt of such amended terms shall constitute your agreement to such amended terms. In addition, any modification, amendment, or waiver of any provision of this Agreement shall be effective if in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the Service. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
We administer the Service from our offices in the Commonwealth of Massachusetts, USA. We make no representation that the Service is appropriate or available for use outside the United States, and access to the Service from territories where its use is illegal is prohibited. You may not use or export or re-export the Service or materials found thereon or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of laws. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts, USA, to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If you have any questions about this Agreement or the Service you may contact: [email protected]
INFORMATION WE COLLECT.
We collect and store information that you voluntarily provide to us as well as data related to your Site visit. In some areas of the Site, we may request that you provide personally identifiable information, including your email address and other information from which your identity is or may be discernible.
Examples of the information we collect include but is not limited to:
Name and email addresses of our users
Name of medical school our users belong to
The total number of users that log into our website each day
The total number of registered users
The average and total amount of time our users spend on our website
Answers to questions our users answer
The number of questions our users answer on our website
The percentage of questions our users get correct
What time of day our users log into our website
How often users log into our website
What platforms our users are using to log into (mobile phone, laptop, etc.)
How users reached our website (through referrals, Google, word of mouth, etc.)
The number of use sessions per day
Test scores our users have achieved in the past
HOW WE USE INFORMATION.
We use collected information to make available to the Service and to improve our high standard of reliable service. We use such information to:
• respond to inquiries or service requests and monitor such responses;
• provide information about and market our products or Service;
• resolve problems; and
• manage and assess usage of the Service.
DISCLOSURE OF INFORMATION.
We do not sell or rent personally identifiable information to third parties who are not affiliates of the Company, except as described here. We may disclose personally identifiable information to appropriate affiliates of the Company, including strategic alliance affiliates and third party service providers, to respond to a request for service or to provide information about available products or services. We are not limited in our use of non-personal information that does not permit direct association with any specific individual, or non-identifiable aggregate information about our users (such as the number of users of our Service, the geographic distribution of our users, the amount of information located and/or removed, etc.). We disclose information that we, in good faith, believe is appropriate to cooperate in investigations of fraud or other illegal activity, or to conduct investigations of violations of our TOS. For example, this means that if we conduct a fraud investigation and conclude that one side has engaged in deceptive practices, we can give that person or entity’s contact information to victims who request it. In addition, we reserve the right to disclose aggregate information and personally identifiable information to third parties as required or permitted by law and when we believe that disclosure is necessary to protect our rights. We disclose information in response to a subpoena, warrant, court order, levy, attachment, order of a court-appointed receiver or other comparable legal process, including subpoenas from private parties in a civil action. If the subpoena seeks information about an identified user or limited grouof users, we’ll make reasonable business efforts to contact the user(s) before providing information to the party that requests it. We cannot guarantee that we will be able to contact the user(s) in all cases, whether because of a time limit, court order, inability to effectively contact a user, or for any other reason. We may disclose information to your agent or legal representative (such as the holder of a power of attorney that you grant, or a guardian appointed for you). We share information with companies that provide public relations and marketing Service for us. Such information will only be shared by us to customize, measure and improve our products, Service and advertising; it will not be shared with third parties for their marketing purposes. These third parties are obligated to protect your information and are prohibited from using your personally identifiable information for any other purpose. As with any other business, it is possible that in the future we could merge with or be acquired by another company. If such an acquisition occurs, the successor company would have access to the information maintained by us, including customer account information, but would continue to be bound by this Policy unless and until it is amended. We share your information with our parent, subsidiaries and joint ventures to helcoordinate the Service we provide to you, enforce our terms and conditions, and promote trust and safety. We share your information with our parent, subsidiaries and joint ventures to helcoordinate the Service we provide to you, enforce our terms and conditions, and promote trust and safety. We may share aggregate (non-personally identifiable) information with certain third parties such as advertisers, national industry organizations, and prospective affiliates.
CHOICE AND OPT-OUT.
We provide you the opportunity to “opt-out” of having your personally identifiable information used for certain purposes when we ask for this information. For example, if you do not wish to receive marketing material from us, you can indicate your preference by clicking a link to unsubscribe contained in such communications. If you no longer wish to receive our newsletter and promotional communications, you may opt-out of receiving them by following the instructions included in each communication.
The security of your account relies on your protection of your password. You are responsible for maintaining the security of your password. You are solely responsible for any and all activities that occur under your account. You may not share your password with anyone. We will never ask you to send your password or other sensitive information to us in an email, though we may ask you to enter this type of information on the Site. Any email or other communication requesting your password, asking you to provide sensitive account information via email, or linking to a website with a URL that does not begin with http://www.accelorithm.com should be treated as unauthorized and suspicious and should be reported to us immediately at [email protected] If you do share your password with a third party for any reason, the third party will have access to your account and your personal information, and you may be responsible for actions taken using your password. If you believe someone else has obtained access to your password, please change it immediately by logging in to your account at http://www.accelorithm.com and changing your Profile settings. If you believe that an unauthorized access has already occurred please report it immediately at [email protected] We may have access to your password and may use such password to access your account for debugging, quality assurance, or other internal purposes.
We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. While we strive to use commercially acceptable means to protect your personal information, no method of transmission over the Internet, or method of electronic storage, is 100% secure and we cannot guarantee its absolute security. In the event of an inadvertent disclosure of your personal information we will take all commercially reasonable steps to limit and remedy the disclosure as required by the applicable law. If you have any questions about security regarding out Service, you can contact us via email or telephone at [email protected] or (347) 685-4334.
LINKS AND REDIRECTION TO THIRD PARTY SITES.
This Site and our Service are not directed to person under the age of 18. If you become aware that your child has provided us with personal information without your consent, please contact us at [email protected] or (347) 685-4334. We do not knowingly collect or solicit information from, market to or accept Service from persons under 18 years old. If we become aware that a person under 18 has provided us with personal information, we take steps to remove such information and terminate the person’s account.
EFFECTIVE DATE; POLICY CHANGES.
Each time you use the Service, the current version of the Policy will apply. Accordingly, when you use the Service, you should check the date of this Policy (which appears at the toof the Policy) and review any changes since the last version. Our business changes frequently and this Policy is subject to change from time to time. You are encouraged to check the Site regularly for any changes to this Privacy. Unless stated otherwise, our current Policy applies to all information that we have about you. We will not materially change our policies and practices to make them less protective of customer information collected in the past without the consent of affected customers.
This Policy is governed by the laws of the Commonwealth of Massachusetts, U.S.A. without giving effect to any principles of conflict of law.
YOUR CALIFORNIA PRIVACY RIGHTS.
California Civil Code Section 1798.83 permits customers who are California residents and who have provided the Company with “personal information” (as that term is defined in Section 1798.83) to request certain information about the disclosure of that information to third parties for their direct marketing purposes. If you are a California resident with questions regarding this, please contact us at [email protected] or (347) 685-4334 or at Accelorithm LLC, 9 Bertrand Rd, Auburndale, MA 02466.
To contact us with your questions or comments regarding this Policy or the information collection and dissemination practices of the Service, please email us at [email protected] To see the Terms of Service that apply to the Service, see www.accelorithm.com/terms. All trademarks, service marks, and other proprietary materials herein are the property of Accelorithm LLC 2015. All rights reserved.
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, p disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes p copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following p information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property p interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the service;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or p intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: 9 Bertrand Rd, Auburndale, MA 02466
By phone: (347) 685-4334
By email: [email protected]
You agree not to use Accelorithm to:
- Pornography. Share pornographic content, or share explicitly sexual content where a minor is involved.
- Objectionable Material. Transmit or communicate any data or content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable;
- Minors. Harm minors in any way;
- Misrepresenting Identification. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Misrepresenting Other Information. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;
- Improper Disclosures. Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non- disclosure agreements);
- Proprietary Rights. Transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Viruses. Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Disruption. Interfere with or disrupt Accelorithm;
- Compliance With Laws. Violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any laws, rules or regulations applicable to bulk or commercial email, including the CAN-SPAM Act of 2003, any rules, regulations, requirements, procedures or policies in force from time to time relating to Accelorithm, and any export or re-export laws, rules and regulations;
- Information Collection. Collect any information or communication about the users of Accelorithm by monitoring, interdicting or intercepting any process of or communication initiated by Accelorithm or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
- Stalking. “Stalk” or otherwise harass another;
- Modification of Information. Modify, delete or damage any information contained on the personal computer of any user;
- Spoofing. Intentionally make available “spoofed” files or data, or files or data with any type of information designed to misidentify the actual content of a file or which is intended to mislead the recipient of the file;
- Proprietary Notices. Remove any proprietary notices from Accelorithm; or
- Security Measures. Take any steps to interfere with or in any manner compromise any security measures with respect to Accelorithm or any data or file transmitted, processed or stored on or through Accelorithm.