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These Terms of Service (this “Agreement”) are entered into by and between Aidin, Inc. (“Aidin,” “we,” or “us”) and the post-acute care organization, health system, health plan, payer, or other healthcare-related organization that accesses or uses the Service (as defined below), whether directly or through its authorized personnel (the “Customer,” “Organization,” or “you”). This Agreement governs the Customer’s access to and use of the information, features, and services made available on or through the Aidin website or platform (collectively, the “Service”).
The Service allows Customers, including post-acute care providers, health systems, and other healthcare provider organizations (“Care Providers”), and health plans and other payers (“Payers”), to submit information about their services to the Service, and allows Care Providers and Payers to view and exchange information about patients who are transitioning to or from care, or for whom coverage or benefits are being administered (“Patients”), for purposes of care coordination, referral management, and related administrative activities, including information about other Care Providers. Aidin may also collect Patient-experience feedback regarding Care Providers (for example, through post-discharge surveys conducted outside of the Service) and may display such feedback to Care Providers and Payers on the Service. Patients do not register for accounts, log in to, or otherwise directly access the Service.
PLEASE CAREFULLY REVIEW THIS AGREEMENT (INCLUDING EACH ATTACHMENT AND EXHIBIT, AND ANY OTHER DOCUMENT EXPRESSLY MADE A PART OF THIS AGREEMENT) AS IT ESTABLISHES A BINDING AGREEMENT BETWEEN THE CUSTOMER AND AIDIN.
FURTHER, BY CLICKING OR SIGNING THE “I ACCEPT” (OR SIMILARLY LABELED) BUTTON, THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF THE CUSTOMER (A) AFFIRMATIVELY CONSENTS AND AGREES THAT THEY ARE SIGNING THIS AGREEMENT ELECTRONICALLY AND THAT SUCH ACTION HAS THE SAME EFFECT AS A SIGNATURE SIGNED IN INK; (B) ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTAND THIS AGREEMENT; (C) REPRESENTS THAT THEY ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (D) REPRESENTS AND WARRANTS THAT THEY HAVE BEEN DULY AUTHORIZED, BY ALL NECESSARY CORPORATE OR ORGANIZATIONAL ACTION OF THE CUSTOMER, TO ACCEPT THIS AGREEMENT ON THE CUSTOMER’S BEHALF AND TO BIND THE CUSTOMER TO ITS TERMS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DOES NOT AGREE TO ANY OF THE FOREGOING, THE CUSTOMER MAY NOT USE THE SERVICE.
This Agreement is between Aidin and the Customer. It is not intended to be, and shall not be construed as, an agreement between Aidin and any individual user in his or her personal capacity. Each individual who accepts this Agreement or otherwise accesses the Service does so solely in his or her capacity as an authorized representative of the Customer, and not on his or her own behalf.
Without limitation to any other term of this Agreement, the Customer acknowledges and agrees that the Customer and its Users shall NOT:
(a) Deploy the use of spiders, web scraping, or other automated means, including the deployment of bots, for collecting or harvesting any data published on the Service; or
(b) Share login credentials with any other person or entity, or permit any third party (including any subcontractor) to access the Service or process information from the Service without Aidin’s prior written consent.
Access to the Service requires each User to agree to the terms of Aidin’s standard Business Associate Agreement, available at BBA. The BAA will govern all PHI-related activities and, except as set forth in Section 21 (Relationship to Other Agreements), will control over any inconsistent provision of this Agreement.
BY ACCESSING OR USING THE SERVICE IN ANY WAY, INCLUDING WITHOUT LIMITATION BROWSING THE SITE, USING ANY INFORMATION, AND/OR SUBMITTING ANY CONTENT OR INFORMATION VIA THE SITE, THE CUSTOMER AGREES TO AND IS BOUND BY THIS AGREEMENT, INCLUDING DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS ON LIABILITY, AND A CHOICE OF DELAWARE LAW, AND ACKNOWLEDGES THAT THE CUSTOMER HAS READ AND AGREES TO OUR PRIVACY POLICY. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE CUSTOMER MAY NOT USE THE SERVICE.
THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT THE CUSTOMER AGREES TO SUBMIT ANY DISPUTE RELATED TO THE SITE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT THE CUSTOMER AGREES TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION, AND A JURY WAIVER.
“User” means an individual employee, contractor, or other authorized representative of a Customer who registers for and accesses an account on the Service on the Customer’s behalf. References in this Agreement to actions taken, or obligations owed, by “you” refer to the Customer, acting through its Users, unless the context requires otherwise.
In order to submit information to or otherwise use the Service, a Customer must designate individuals to register for and maintain accounts on its behalf. Each individual who registers represents and warrants to Aidin that:
(a) they are of legal age to form a binding contract;
(b) they will provide Aidin with accurate, current, and complete registration information;
(c) they are registering solely on their own behalf, as an authorized User of the Customer, and are not registering on behalf of, or creating or accessing an account for, any other individual, User, Care Provider, or Payer; and
(d) their registration and use of the Service is not prohibited by law.
There is no delegate access under this Agreement. A User may not register for the Service on behalf of another person, and may not permit any other person to access or use the Service through the User’s account. Each User is responsible for their own account and all activity occurring under it. Sharing passwords or account credentials with any other person, whether or not that person is also a User, is strictly prohibited, and all Users must maintain individual, separate accounts.
The Customer understands and acknowledges that use of the Service that constitutes falsifying entries or concealment of material information regarding Patients or the provision of care to Patients, or pertinent omissions, may constitute fraud and may be prosecuted under applicable federal and/or state laws. Fraud is a felony, which can result in fines or imprisonment.
The Service provides a source of information to Care Providers. The Service does not constitute medical or health care advice, or a recommendation, warranty, or guarantee that any Care Provider identified, located, or used by means of the Service is suitably licensed or qualified, that the care available through that Care Provider is appropriate for any Patient or recommended by any Care Provider, or that the services provided by any Care Provider meet any particular standard of quality. Each Care Provider uses the Service at its own risk and remains responsible for conducting its own diligence and inquiries about any other Care Provider identified through the Service. The Service is provided with the understanding that neither Aidin nor its suppliers, agents, or subcontractors are engaged in rendering legal, medical, counseling, or other professional services or advice, or are providing any guarantee or warranty of quality about healthcare services. Aidin and its agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction a Care Provider takes based on the information, the Service, or other material on the Service.
Aidin makes a basic version of the Service available to Customers at no charge (the “Basic Service”). This Section 4 applies only to a Customer that elects to purchase or subscribe to features of the Service beyond the Basic Service (collectively, “Paid Services”). A Customer that uses only the Basic Service is not required to pay any Fees, and this Section 4 does not apply to that Customer’s use of the Basic Service.
The Paid Services are available only if certain fees (collectively, “Fees”) are paid by the Customer. If the Customer purchases any paid subscription plan for the Service or certain features of the Service, the Customer must pay any applicable Fees. To the extent the Customer elects to pay Fees by credit card, the Customer will provide us (or our designated third-party payment provider) with accurate and valid credit card or other digital payment information and will update such information in the event it becomes invalid or incomplete. To the extent the Customer elects to pay Fees by invoice, such Fees shall be payable pursuant to the terms set forth in the applicable invoice or order form. All payments shall be made in U.S. dollars. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). The Customer will also be responsible for our reasonable costs of collection, including attorneys’ fees, if we deem it necessary to take any legal or administrative action to collect unpaid Fees. We reserve the right to accept, refuse, or cancel any orders placed through the Service, without liability or justification.
All Fees are exclusive of any applicable state sales, use, or similar transactional taxes. In some states, such taxes will be applied in addition to the subscription Fee amount and will be added to, and collected together with, the Fees. The Customer is responsible for any tax, duty, customs charge, or other fee of any nature, other than taxes on Aidin’s income, imposed on the Service by any federal, state, local, or foreign governmental authority.
Aidin may increase the Fees applicable to a Customer’s subscription on an annual basis by providing the Customer with written notice no less than sixty (60) days in advance of the effective date of the increase. Unless otherwise specified in an applicable order form, any such increase will become effective as of the Customer’s next renewal term following the required notice period.
We may offer paid subscription plans that allow the Customer to access certain features or content available through the Service. If the Customer provides a credit card or other payment method accepted by Aidin and signs up for a monthly or annual paid subscription through the Service, the Customer is expressly agreeing that Aidin (or our designated third-party payment provider) is authorized to charge the Customer’s payment method or submit invoices for the applicable subscription fee (plus any applicable taxes) on a recurring monthly or annual basis, as applicable. The subscription will continue in effect and renew on a recurring basis, monthly or annually, unless and until the Customer cancels the subscription in accordance with Section 4.6.
The Customer must cancel its subscription at least fifteen (15) days before the next billing period in order to avoid being charged for that billing period. The Customer may cancel its subscription at any time by logging into its account on the Aidin platform and navigating to Settings, then My Subscriptions. After cancellation, the Customer will still be charged for any subscription period prior to our receipt of the cancellation request. Cancellation will be effective upon the Customer’s receipt of confirmation from Aidin, after which Aidin will not automatically renew the subscription.
If Aidin changes the terms of a subscription other than pursuant to Section 4.4, including price, Aidin will give the Customer advance notice of such changes, effective as of the beginning of the Customer’s next billing period following the date of the change. If the Customer purchases a subscription with promotional pricing or that includes free products or services, we will inform the Customer of the non-promotional pricing, obtain the Customer’s consent to such pricing, and notify the Customer how to cancel the subscription prior to
Access to Aidin’s core referral-matching functionality is free and equally available to all Customers, regardless of whether a Customer purchases Paid Services or uses any third-party integration or API partner, and Aidin’s Fees do not vary based on the volume or value of referrals; Aidin intends for the Service and its fee structure to comply with the federal Anti-Kickback Statute and applicable safe harbors.
The Customer shall not engage, use, or permit any subcontractor, vendor, or other third party to access or use the Service, or to perform any of the Customer’s obligations under this Agreement, without Aidin’s prior written consent. If Aidin consents to the Customer’s use of a subcontractor, the Customer shall (a) ensure that the subcontractor is bound by confidentiality and use restrictions at least as protective as those set forth in this Agreement, and (b) remain fully responsible for the acts and omissions of the subcontractor in connection with the Service to the same extent as if such acts or omissions were the Customer’s own.
The Service is the property of Aidin and its licensors. Without limitation of the foregoing, all text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement, and assembly of information), and other content on the Service other than Public User Content as defined below (collectively, the “Site Content”), all software embodied in the Aidin website or otherwise used by Aidin to deliver the Service (“Software”), and all data generated through use of the Service (“Use Data”), is proprietary to us or to our third-party licensors and is protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by this Agreement, any use, copying, making of derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation, or disassembly of the Software, Site Content, or Use Data (collectively, the “Aidin Property”) is prohibited. The Customer and its Users may be subject to criminal or civil penalties for violation of this paragraph.
The marks AIDIN and the AIDIN logo are registered or unregistered trademarks of Aidin, and may not be used in connection with any service or products other than those provided by Aidin, in any manner likely to cause confusion among Users, or in any manner that disparages or discredits Aidin. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
The Customer may not remove any copyright, trademark, or other proprietary notice placed on the Aidin Property. Changing, copying, redistributing, republishing, uploading, posting, transmitting, distributing, or otherwise exploiting in any way the Aidin Property, or any portion of it, is strictly prohibited without Aidin’s prior written permission, unless this Agreement expressly allows the Customer to do so.
The Customer represents and warrants that:
(a) its and its Users’ use of the Service will be consistent with this Agreement and will not infringe or violate the rights of any other party or breach any contract or legal duty owed to any other party;
(b) it and its Users will comply with all applicable laws, regulations, and ordinances relating to the Service, the Aidin Property, or their use of them;
(c) it and its Users will access and process all medical information, including Protected Health Information (as defined under HIPAA) concerning Patients, in accordance with all applicable local, state, and federal laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191), as amended (“HIPAA”), and the BAA, and solely for the limited purposes of receiving the Service or performing permitted treatment or other health care operations activity;
(d) it and its Users will process information accessed through the Service in accordance with industry-standard technical and organizational safeguards to protect the privacy and security of such information; and
(e) in using the Service, it and its Users will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Service. If the Customer or a User obtains access to Protected Health Information that it or they are not authorized to view, the Customer will immediately notify Aidin and cooperate with Aidin in destroying all copies of such information.
The Customer is responsible for obtaining and maintaining the computer and other equipment used to access the Service, and for paying for such equipment and any telecommunications charges. We are not liable for any loss or damage the Customer suffers arising from damage to equipment used in connection with use of the Service.
In connection with using the Service, the Customer and its Users may have opportunities to leave comments or user content, or to upload, post, or submit to Aidin, or distribute using Aidin, photographs, text, graphics, video, audio, and other materials and information for publication on the website, including without limitation information submitted about the Customer’s facilities, programs, or plans, and the Customer and its Users may have access to Patient-experience feedback that Aidin collects (for example, through post-discharge surveys conducted outside of the Service) and displays on the Service regarding a particular Care Provider (collectively, “Public User Content”). Public User Content is restricted to material posted for general publication on the Aidin website or platform, and does not include the Customer’s registration information or any Protected Health Information of any Patient, all of which will be protected by Aidin in accordance with the Privacy Policy and the BAA. Public User Content remains the property of the Customer or User who posted it, and Aidin does not claim any ownership of the copyright or other proprietary rights in such Public User Content. Notwithstanding the foregoing, the Customer agrees that:
(a) the Customer is publishing and making its Public User Content publicly available for viewing by third parties on a non-confidential basis, that its Public User Content may be associated with its Aidin username, and that accordingly its Public User Content will be attributable to the Customer, that third parties will gain access to the Customer’s Public User Content through the Service, and Aidin shall in no event be liable to the Customer for any use or misuse of its Public User Content by any third party;
(b) the Customer grants Aidin a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, use, publish, distribute, prepare derivative works from, publicly perform, publicly display, and otherwise exploit the Public User Content in connection with operation of the Service, promotion of the Service, and any other purposes reasonably related to use of the Service and participation in promotions and advertising of Aidin and its partners;
(c) other Users of the Service have the right to access the Customer’s Public User Content, and to use such Public User Content for personal, non-commercial use;
(d) the Customer represents and warrants that it owns all proprietary rights in its Public User Content or, with respect to any Public User Content it does not own, that it has full authority and right to post such Public User Content and to grant the licenses granted hereunder, and that its posting of the Public User Content, and the exercise by Aidin and other Users of the license rights granted, will not infringe any third-party intellectual property right, nor violate any right of privacy or publicity, nor be defamatory, libelous, vulgar, profane, or obscene, nor violate any law or other right, privilege, or interest of any third party; and
(e) if any royalties are payable to any third party for exploitation of Public User Content posted by the Customer in accordance with the licenses granted in this Agreement, the Customer shall be responsible for and pay such royalties.
Aidin merely distributes Public User Content and does not control it. Any opinions, advice, statements, services, offers, or other content included within Public User Content are those of the respective authors or distributors, and not Aidin, and Aidin is not responsible for the accuracy or reliability of Public User Content. Aidin is under no obligation to edit or control Public User Content that Customers and other Users post or distribute, and will not be responsible or liable for Public User Content. The Customer accesses and uses Public User Content at its own risk, and Aidin shall not be liable for any loss or damage that any person may suffer as a result of using the Service or using or relying on Public User Content.
The Customer and its Users shall comply with all rules and policies applicable to use of the Service, including those published on the Service from time to time. Without limitation, the Customer and its Users shall not:
(a) use, upload, post, distribute, or transmit any Public User Content in violation of, or in connection with any violation of, any local, state, national, or international law;
(b) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any Public User Content;
(c) except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent;
(d) collect or harvest any data published on the Service, including by use of spiders, web scraping, or other automated means, including the deployment of bots;
(e) post any Public User Content more than once or “spam”;
(f) post any Public User Content that contains an endorsement, advertising, or promotional material, other than Care Provider facility information submitted in accordance with the rules for the Service;
(g) share any password or login credentials with any other person; or
(h) engage in any other conduct that interferes with the Service or that restricts or inhibits any other person from using or enjoying the Service, or which, in Aidin’s sole judgment, exposes Aidin or any of its officers, directors, employees, or agents to any liability or detriment of any type.
The Customer and its Users shall not submit, post, upload to, distribute through, or otherwise use in connection with the Service any Public User Content that:
(a) is libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, inaccurate, misleading, fraudulent, pornographic, or unlawful, or that encourages a criminal offense;
(b) infringes any copyright or violates any property right, right of privacy or publicity, or any other right of any third party;
(c) contains any statement, formula, direction, recipe, prescription, or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others;
(d) promotes any goods or services of any competitor of Aidin, or encourages any other Users of the Service to become users of any such competitor; or
(e) contains any software viruses or any other code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
Aidin reserves the right (but is not obligated) to do any or all of the following:
(a) record Public User Content;
(b) investigate any allegation that Public User Content or registration information does not conform to the terms and conditions of this Agreement;
(c) remove Public User Content that is abusive, illegal, or disruptive, or that otherwise fails to conform to the terms and conditions of this Agreement;
(d) monitor, edit, modify, reformat, excerpt, translate, or disclose any Public User Content or registration information, subject always to the Aidin Privacy Policy and the BAA; and
(e) edit or delete any Public User Content or registration information, regardless of whether such content violates any term of this Agreement.
Aidin has no liability or responsibility to the Customer, its Users, or any other person or entity for performance or nonperformance of the foregoing activities.
The Aidin website or platform may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Aidin. The Customer should make whatever investigation it feels necessary or appropriate before proceeding with any transaction with any of these third parties.
Aidin welcomes comments about the Service. If the Customer or a User submits ideas or suggestions about the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of Aidin. None of the Service Comments will be subject to any obligation of confidence on the part of Aidin, and Aidin will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, Aidin will be entitled to unrestricted use of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means or media, without compensation to the provider, author, creator, or inventor of the Service Comments.
THE CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICE IS PROVIDED AND MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. AIDIN MAY PAUSE OR INTERRUPT THE SERVICE AT ANY TIME, AND CARE PROVIDERS SHOULD EXPECT PERIODIC DOWNTIME FOR UPDATES TO THE SERVICE. AIDIN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (II) THAT THE SERVICE AND AIDIN PROPERTY WILL MEET THE CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (III) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE AIDIN PROPERTY. THE CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF ITS DEVICES AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA. IN ADDITION, AIDIN IS NOT OBLIGATED TO PROVIDE ANY MAINTENANCE, TECHNICAL, OR OTHER SUPPORT FOR THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER FROM AIDIN OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
UNDER NO CIRCUMSTANCES WILL THE CUSTOMER BE ENTITLED TO RECOVER FROM AIDIN ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR THE AIDIN PROPERTY, EVEN IF AIDIN HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. AIDIN’S MAXIMUM AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY THE CUSTOMER TO AIDIN IN THE 12 MONTHS BEFORE THE LIABILITY AROSE, OR IF NO FEES WERE PAID, THE SUM OF $10. THIS SECTION ALLOCATES THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW.
The Customer shall defend, indemnify, and hold harmless Aidin against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses, and attorneys’ fees arising in connection with the Customer’s or its Users’ use of the Service or breach of any provision of this Agreement. Aidin reserves the right to assume sole control of the defense and settlement of any claim, action, suit, or proceeding for which the Customer is obligated to provide indemnification hereunder. The Customer will cooperate with Aidin with respect to such defense and settlement.
Aidin operates the Service under the Privacy Policy published at https://www.myaidin.com/privacy. Each party shall comply with the Privacy Policy.
Aidin complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service, you may contact our Designated Agent at the following address:
CEO Aidin 228 Park Ave S PMB 74445 New York, New York 10003-1502 US Telephone: 888-900-3092
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement 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 copyright owner, its agent, or the law; and
(f) a statement that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter Notices
If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512(g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:
(a) a physical or electronic signature of the subscriber;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Aidin may be found, and that you will accept service of process from the person who provided notification under 17 U.S.C. §512(c)(1)(C) or an agent of such person.
The Service is operated by Aidin from the United States and is intended for use solely by users located within the United States. The Customer may not access or use the Service from outside the United States. All matters arising from or relating to the use and operation of the Service shall be governed by the substantive laws of the State of Delaware, without regard to its conflicts of laws principles. The Uniform Computer Information Transactions Act shall not apply to this Agreement.
ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE BETWEEN OR AMONG AIDIN AND THE CUSTOMER SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION CONDUCTED IN WILMINGTON, DELAWARE BEFORE A SINGLE ARBITRATOR (THE “ARBITRATOR”) IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”) THEN IN EFFECT AND THE FURTHER PROCEDURES SET FORTH HEREIN. IN THE EVENT THAT THE AMERICAN ARBITRATION ASSOCIATION IS UNAVAILABLE OR UNWILLING TO ADMINISTER THE ARBITRATION, AND THE PARTIES ARE UNABLE TO AGREE TO A SUBSTITUTE, A SUBSTITUTE SHALL BE APPOINTED BY THE COURT. THE ARBITRATOR SHALL HAVE AUTHORITY TO ISSUE ANY AND ALL REMEDIES AUTHORIZED BY LAW. THE ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 2 ET SEQ., AND THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. NOTWITHSTANDING ANY RULES OF THE AMERICAN ARBITRATION ASSOCIATION TO THE CONTRARY, ANY CLAIMS SHALL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND THE CUSTOMER WAIVES ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. ANY AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING UPON THE PARTIES. IN CONNECTION WITH ANY ARBITRATION PROCEEDING PURSUANT TO THIS AGREEMENT, UNLESS THE ARBITRATOR SHALL DETERMINE OTHERWISE, EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES.
Notwithstanding the foregoing, the Customer may at its option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. Aidin does not hereby waive any defense that such jurisdiction may be lacking in the Customer’s state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement or the Service shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Wilmington, Delaware, except that, following confirmation of an arbitration award in a state or federal court in Wilmington, Delaware, a judgment arising therefrom may be executed in any court of competent jurisdiction.
Aidin reserves the right to suspend a User’s password and/or access to the Service at any time if it believes the Customer or the User is in breach of this Agreement. Aidin reserves the right to modify any features or aspects of the Service, or modify its policies, at any time, with or without notice. The Customer is under an obligation to review and accept this Agreement and other published Aidin policies before using the Service. Any provision that by its nature requires survival in order to be effective shall survive the termination or expiration of this Agreement.
In no event shall Aidin be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside of Aidin’s reasonable control.
This Agreement is entered into for the benefit of Aidin and its third-party licensors, and each of them shall have the right to enforce the provisions of this Agreement directly against the Customer to protect their interests. Except as stated in the preceding sentence, there shall be no third-party beneficiaries to this Agreement.
The Customer and Aidin may from time to time enter into a separate written agreement governing the Customer’s access to or use of the Service, such as a master services agreement, statement of work, or order form containing different or additional terms (a “Separate Agreement”). This Agreement does not supersede, and is not superseded by, any such Separate Agreement. In the event of any conflict between this Agreement and a Separate Agreement, the Separate Agreement shall govern and control solely to the extent of the conflict, and this Agreement shall continue to apply to all matters not addressed in the Separate Agreement.
No delay or omission by Aidin in exercising any of its rights occurring upon any noncompliance or default by the Customer with respect to any term or condition of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Aidin of any covenant, condition, or agreement to be performed by the Customer will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement contained herein. As used in this Agreement, “including” means “including but not limited to.” If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, including in Section 21 (Relationship to Other Agreements), this Agreement sets forth the entire agreement between the Customer and Aidin regarding its subject matter, and supersedes all prior promises, agreements, or representations, whether written or oral, regarding such subject matter. The Customer’s registration, this Agreement, and the Customer’s rights and obligations hereunder are not assignable or transferable by the Customer to any third party without Aidin’s prior written consent. We may assign this Agreement to any purchaser of the Aidin business. This Agreement may be executed electronically, and the Customer’s electronic assent or use of the Service shall constitute execution of this Agreement. The Customer agrees that the electronic text of this Agreement constitutes a writing and that its assent to the terms and conditions hereof constitutes a “signing” for all purposes.