A. AGREE TO TRANSACT ELECTRONICALLY
You hereby agree to receive and respond electronically for all Communications for those products, services and accounts offered or accessible through Aspen's website that are not otherwise governed by the terms and conditions of an electronic disclosure and consent.
1. Definitions The words we us and our refer to the entity with whom you have your Account, and the words you and your mean you, the individual(s) or entity identified on the Account(s). As used in the Disclosure, Account means the account you have with us. Communication means any customer agreements or amendments thereto, disclosures, notices, responses to claims, transaction history, privacy policies and all other information related to the product, service or Account, including but not limited to information that we are required by law to provide to you in writing.
2. Electronic Delivery of Disclosures and Notices By continuing to use this website, you are consenting to receive any Communications and all changes to such Communications electronically. In order to use the those products, services and Accounts offered or accessible through the Aspen website that are not otherwise governed by the terms and conditions of an electronic disclosure and consent and to access, receive and retain the Communications described above, you must provide at your own expense an Internet connected device that is compatible with the minimum requirements outlined below. You also confirm that your device will meet these specifications and requirements and will permit you to access and retain the Communications electronically each time you access and use the applicable services.
Please select Print, and select your printer to retain a copy. If you do not have a printer, you can copy the text of these Terms and paste the text into a new document in a word processor or a text editor on your computer and save the text.
3. Paper Delivery of Disclosures and Notices You have the right to receive a paper copy of the Communications, and any changes. To receive a paper copy, please request it by calling us at 240.345.3430
We may charge you a reasonable service charge, to mail you a paper copy of any Communication. We will either include such service charge on our fee schedule or if we do not, before we send you the paper copy, we will first inform you of the service charge and provide you with the choice as to whether you still want us to send you a paper copy. Please be sure to state that you are requesting a copy of the Communications referenced above.
4. System Requirements to Access Information To receive and view an electronic copy of the Communications you must have the following equipment and software:
5. System Requirements to Retain Information To retain a copy, you must either have a printer connected to your personal computer or other device or, alternatively, the ability to save a copy through use of printing service or software such as Adobe Acrobat®. If you have a word processor or text editor program on your computer, then you can also copy the text of this Disclosure and the underlying agreements and paste the text into a new document in the word processor or text editor and save the text.
6. Withdrawal of Electronic Acceptance of Disclosures and Notices You can also contact us in any of the ways described in the paragraph entitled Paper Delivery of Disclosures and Notices to withdraw your consent to receive any future Communications electronically, including if the system requirements described above change and you no longer possess the required system. If you withdraw your consent, we will terminate your use of the Aspen website and the services provided through Aspen website.
7. Termination / Changes We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.
Aspen's Cloud contains a mobile application to facilitate on-site services included in Aspen's Cloud Services. Aspen's mobile application relies on your wireless service, your mobile device's GPS antenna coverage and the wireless coverage within the area in which you are located at that time. To use Aspen's mobile application, your location and caller identification must be activated to enable Aspen to validate the Account associated with the applicable mobile device, the specific location at which you, your employees and/or subcontractors are providing on-site services, and any other specific individuals who are actively using Aspen iMobile®.
C. USING ASPEN'S CLOUD SERVICES.
1. Setting up Your Account; Registration: You must create one or more accounts through Aspen's Cloud (individually and collectively, "Account") to use Aspen's Cloud Services. You may designate, permit and assign Account access and passwords to as many users as are permitted by the Application Service(s) for which you have registered. You may upload work-specific information such as street addresses, photographs, videos, property characteristics and insurance. You may also upload information that may be considered personally identifiable information ("PII") such as names, contact and other information about prospective and actual property purchasers, sellers, landlords, tenants, brokers, property service providers as well as Pll of your employees and subcontractors, such as skills and competencies, social security numbers and photos.
Account information to keep it true, accurate, current and complete; and (v) not engage in any harmful or abusive activities that may disrupt Aspen's Cloud, its ability to provide and any user's ability to use Aspen's Cloud Services or violate any laws, rules or regulations.
2. Your Account: Once Aspen has validated and set up your Account, you may order and pay for Services at which time you may be required to recertify your compliance with laws applicable to one or more of Aspen's Services. For example, if you order Aspen iRecord® Services, each time you order a background check or other consumer report, you will be required to reaffirm each of the certifications you made in the Employer Certification as well as the Access Security Requirements. You may access your Account history using your user name and password. You agree that Aspen may provide your Account statements and all messages and notifications to you electronically through Aspen's Cloud or via email.
3. Changing Your Account Information/Settings: It is your responsibility to review and update your Account information. You may update your Account profile, settings and information at any time, for example, to add/update/delete credit cards, mobile devices and authorized users at any time through your Account. This is especially important with respect to credit card information because credit cards expire periodically. You acknowledge and agree that Aspen will have no liability associated with or arising from your failure to maintain accurate Account information or update your authorized users. If Aspen has reasonable grounds to suspect that the information you have provided is or becomes untrue, inaccurate or incomplete, Aspen may suspend or terminate your Account and refuse any and all current or future use of Aspen's Cloud and/or all or any part of Aspen's Cloud Services.
5. Data Storage: Subject to your continued payment of all fees when due, Aspen agrees to store data associated with your Account that you saved prior to your Security Credentials timing-out or logging out of your Account while your Account is active, and for a period of thirty (30) days after Account termination. Aspen is not responsible for any data lost as a result of your failure to save it prior to time-out of your Security Credentials or logging out of your Account.
Aspen shall have neither the obligation to provide data storage services nor any liability for maintenance or destruction of your data upon the expiration of the thirty (30) day period. Accounts may be allocated a maximum amount of storage space in which event your use of excess data storage space may result in additional fees.
Aspen shall retain your data to the extent necessary to protect Aspen's legal rights, or fulfill Aspen's legal obligations.
6. User Conduct: Aspen expects users of Aspen's Cloud and Aspen's Cloud Services to interact with Aspen and each other in a courteous manner and in compliance with all laws. Vandalism, obscene or abusive language, harassment, threats, exploitation of children or abuse of any nature or form on Aspen's Cloud including via email, post or other transmission is strictly prohibited. Impersonation of others or misrepresenting your affiliation with Aspen or another is prohibited. You and every user of Aspen's Cloud Services is responsible for ensuring that any material uploaded to Aspen's Cloud and/or disclose, publicly or privately, with respect to your use of Aspen's Cloud Services is accurate. Aspen does not monitor or control such information and therefore cannot guaranty its accuracy, quality or integrity. You may not upload to, distribute or otherwise publish through Aspen's Cloud any material that you know is false, misleading, contains viruses or malicious code, defamatory, vulgar, obscene, threatening, libelous, infringes upon another's proprietary rights is invasive of another's privacy or publicity rights, hateful, racially or ethnically insulting or which may constitute or encourage a criminal offense, violate any law or another's rights or otherwise give rise to liability.
You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of anything transmitted through Aspen's Cloud, disclose proprietary or confidential information or otherwise infringe another's patent, trademark, trade secret, copyright, publicity or privacy rights or other proprietary right. You may not conduct raffles, contests, lotteries or sweepstakes. You may not upload chain letters, pyramid schemes, solicitations, or commercial material of any sort (whether or not solicited) to Aspen's Cloud, use Aspen's Cloud to solicit others, advertise or promote anything. Framing, in-line linking or other means of associating Aspen's Cloud, or any other material you have been licensed or use pursuant to this Agreement with another or with any material, link or information not originating with Aspen's Cloud is expressly prohibited.
You may not probe, scan or test the vulnerability of Aspen's Cloud or any networks. You may not use any "deep-link," "page-scrape," "robot," "spider" or other automatic device program, algorithm, or methodology, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of Aspen's Cloud. You may not reproduce or circumvent the navigational structure or presentation of Aspen's Cloud, attempt to circumvent the security features or attempt to access any materials or information through any means not purposely made available by Aspen through Aspen's Cloud or Aspen's Cloud Services. Any attempt to interfere with or disrupt Aspen's Cloud or any of its component parts, whether via malicious code, files or other means, or attempts to disassemble, reverse engineer or decompile any software access through Aspen's Cloud, trace the information of any other use or visitor, circumvent security features, or take any action that compromises the privacy or security of Aspen's Cloud, users or other visitors is strictly prohibited.
D. FEES; PAYMENT; CREDITS.
1. Fees. Fees for Aspen's Cloud Services are set forth on Aspen's Cloud when you register your Account or will be provided to you shortly thereafter. You agree to pay all registration, periodic, per order and other fees for each of Aspen's Cloud Services ordered by you or through your Account at the rates designated each time you place an order, plus all applicable taxes. Should Aspen agree to invoice you at the physical or email address provided in your Account registration, you agree to pay all invoices within 30 days of the invoice date. Fees will be charged to your Account in the currency of the country in which you are located, at the rates as of the date you order the specific Services. In addition, standard data and text rates may apply for each text message sent from and received by your mobile device as determined by your wireless provider. You are solely responsible for all fees and charges attributable to your Account, including those mentioned above, as well as any other charges imposed by your wireless provider. Contact your wireless provider for complete data, text and other pricing details. You also consent to Aspen collecting fees from you on behalf of an Aspen Client if so directed by the Client. You agree Aspen may charge the credit card associated with your Account in advance for all periodic fees and each time you place an order. A fee of US$15.00 may be charged to your Account each time your credit card is rejected and Aspen may charge you $100.00 if checks are returned. Unpaid outstanding balances, if any, may accrue interest at the highest rate allowable by law.
2. Credits: If you believe a billing or accounting error has occurred with respect to charges made to your Account, please notify Aspen Account Services at firstname.lastname@example.org . Please provide your Account name and number, description of the error including dollar amount and the best way to contact you and Aspen will resolve your complaint pursuant to its policies and procedures. If Aspen verifies the billing error, it will credit your Account; however your credit card or Account may not reflect the refund until the following billing/invoice cycle. Aspen does not provide cash refunds of any kind nor does it refund amounts for transactions reflected on your Account statement that are over thirty (30) days old.
E. ACCOUNT TERMINATION. You may terminate your Account at any time, subject to payment in full of any and all outstanding fees and charges. To terminate your Account and access to Aspen's Cloud Services at any time, please contact Aspen Customer Service at email@example.com . Please note that uninstalling Aspen's mobile application from your mobile device will not terminate your Account, your ability to access Aspen's Cloud or use Aspen's Cloud Services. Aspen may suspend or terminate your Account and/or your access to all or any part of Aspen's Cloud and/or Aspen's Cloud Services at any time with or without notice to you if (i) you fail to make any payments when due, (ii) the credit card and/or mobile device associated with your Account is denied, reported lost, stolen, suspended or terminated for any reason and you do not replace it with a new one within a reasonable period of time, (iii) your Account is inactive; (iv) you misuse Aspen's Cloud or Aspen's Cloud Services; (v) you misrepresent yourself or commit a fraudulent act or (vi) you fail to comply with this Agreement.
F. PROPRIETARY RIGHTS; LIMITED LICENSE. Aspen's Cloud Services are provided through Aspen's Cloud. Aspen's Cloud includes Aspen's network of current and future websites and web pages and all data, information and material collected as a result of access to Aspen's Cloud and use of Aspen's Cloud Services. Aspen's Cloud also includes Aspen's Technology, Marks and Aspen's mobile application. Aspen's Cloud includes the "look and feel" of Aspen's websites and all graphics, pictures, audio, video, page leaders, button icons, scripts, content and the collection, compilation, assembly and arrangement of all of the foregoing. Aspen's Technology includes all hardware, software and other technology, architecture and networks associated with enabling or facilitating your access to Aspen's Cloud and use of Aspen's Cloud Services, including without limitation, all application programming interfaces developed to enable you to access Aspen's Cloud and use Aspen's Cloud Services regardless of the creator. Aspens' Marks include, without limitation, "Aspen Grove®," "Aspen iAgent®," Aspen iAnalyticsTM," "Aspen iClient®," "Aspen iFamily®," "Aspen iLearn®," "Aspen iListingTM," "Aspen iMobile®," "Aspen iProperty®," "Aspen iRecord®", "Aspen iVendor®," "Aspen IPWorkflow™," "the green, yellow and orange stylized leaves in a gray circle, and any other trademarks, trade names, service marks, trade dress, logos and slogans, individually and/or as may be combined with one another, used by Aspen at any time, whether or not registered. Everything you see, read or use as a result of your access to Aspen's Cloud or use of Aspen's Cloud Services, including, without limitation, all features, templates, functionality and capabilities and all modifications, new versions, new features, enhancements, improvements, functionality, all derivatives and each component thereof and thereto, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein and thereto (i) are proprietary to Aspen, (ii) are either owned by or under license to Aspen, (iii) are protected by all applicable United States and international intellectual property laws and (iv) may only be used in the manner and for the purpose set forth in this Agreement. This includes use of Aspen's URL addresses or Marks in page text, as key words, meta tags or any other 'hidden text."
You give Aspen a non-exclusive right and license to use and permit Aspen's third party service providers to use all material, information and data of any nature or sort you upload to and transmit through Aspen's Cloud, including PII, to enable Aspen to provide Aspen's Cloud Services, to identify you as an Aspen customer and for any other purpose described in this Agreement. This license also grants to Aspen the right to use your trademarks, service marks, trade dress until the earlier of termination of your Account or this Agreement.
G. MODIFICATION TO THE AGREEMENT, ASPEN'S CLOUD, ASPEN'S CLOUD SERVICES: From time to time, Aspen may update or change this Agreement for any reason. Please consult this Agreement regularly for any changes. Aspen may change any part of Aspen's Cloud, including disabling or expanding any features and capabilities, interrupting, restricting, modifying or discontinuing, temporarily or permanently, at any time for any reason. You agree that Aspen shall not be liable to you or to any third party for such actions. Aspen may also modify, suspend or terminate all or any part of Aspen's Cloud Services, limit the number of users and/or how often users may access Aspen's Cloud and the duration of use during any given time period, all without incurring any liability or obligation to you or any third party. You will be notified if a new version of Aspen's mobile application is available and you will be asked if you wish to upgrade to the new version. If you do not upgrade to the new version, you may continue to use it however some features or functionality provided by the new version may not be available to you.
H. DISCLAIMERS; LIABILITY LIMITS.
"AS-IS"; NO WARRANTIES. ASPENS CLOUD MERELY FACILITATES YOUR ABILITY TO CONDUCT YOUR BUSINESS OPERATIONS MORE EFFICIENTLY. ASPEN DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS AND LIABILITY WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENTS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, THE ASPEN CLOUD AND ASPEN CLOUD SERVICES AND YOUR USE THEREOF, WHETHER EXPRESS, IMPLIED OR IMPOSED BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF CONDUCT. YOU AGREE THAT YOUR ACCESS TO ALL OR ANY PART OF ASPEN'S CLOUD AND/OR USE OF ASPEN'S CLOUD SERVICES IS AT YOUR SOLE RISK. ASPEN'S CLOUD AND ASPEN'S CLOUD SERVICES, INCLUDING WITHOUT LIMITATION, ALL MATERIALS, CONSUMER REPORTS, INFORMATION, PRICES AND OTHER PRODUCTS,
SERVICES OR OFFERS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ASPEN HEREBY DISCLAIMS ANY AND ALL DAMAGES FOR, ARISING OUT, OF OR RELATED TO YOUR INABILITY TO ACCESS ASPEN'S CLOUD OR USE ASPEN'S CLOUD SERVICES, ASPEN'S BREACH OF THIS AGREEMENT, OR ANY CLAIM BY YOU OR ANY THIRD PARTY, INCLUDING IF YOU CAUSE PROPERTY DAMAGE, PERSONAL INJURY OR DEATH USING YOUR MOBILE DEVICE TO ACCESS ASPEN'S MOBILE APPLICATION WHILE DRIVING. NOTWITHSTANDING ANYTHING CONTRARY HEREIN, ALTHOUGH ASPEN WILL TAKE REASONABLE PRECAUTIONS TO MAINTAIN YOUR ACCESSIBILITY TO ASPEN'S CLOUD AND PROTECT YOUR ACCOUNT FROM DELETION, CORRUPTION OR UNAUTHORIZED MODIFICATION OF OR ACCESS TO ANY PART OF ASPEN'S CLOUD, ASPEN MAKES NO REPRESENTATION OR WARRANTY AND EXPRESSLY DISCLAIMS THAT ITS EFFORTS WILL ALWAYS BE SUCCESSFUL, THAT ASPEN'S CLOUD OR ASPEN'S CLOUD SERVICES WILL MEET YOUR NEEDS, THAT YOUR USE WILL BE ERROR-FREE OR THAT YOUR USE OR BUSINESS OPERATIONS WILL BE UNINTERRUPTED. ASPEN DISCLAIMS LIABILITY FOR FAILURE TO COMPLETE YOUR TRANSACTION DUE TO INABILITY TO CONNECT TO ANY PART OF ASPEN'S CLOUD OR PAYMENT PROCESSOR CLEARANCE ISSUES, SUCH AS IF YOU HAVE EXCEEDED YOUR CREDIT CARD LIMIT OR IF YOUR CARD IS REJECTED FOR ANY REASON
NO ADVICE. ANY INFORMATION OR GUIDANCE ACCESSED THROUGH ASPEN'S CLOUD AND/OR CONTAINED WITHIN OR PROVIDED THROUGH ASPEN'S CLOUD SERVICES, INCLUDING WITHOUT LIMITATION ANY TRAINING, IS PROVIDED SOLELY AS A COURTESY AND IS NOT LEGAL ADVICE OR COUNSEL. ASPEN EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES AND ANY LIABILITY WITH RESPECT TO ANY INFORMATION OR GUIDANCE PROVIDED.
LINKS. ASPEN'S CLOUD MAY CONTAIN LINKS TO OTHER INTERNET WEBSITES OR RESOURCES. WHEN YOU LINK TO THOSE SITES, YOU LEAVE ASPEN'S CLOUD. ASPEN HAS NO CONTROL OVER SUCH SITES, THEIR CONTENT AND RESOURCES OR THE BUSINESS PRACTICES OR POLICIES OF OPERATORS OF SUCH SITES. PLEASE USE CAUTION AND REVIEW THE PRIVACY POLICIES OF ANY SITES THAT YOU VISIT TO LEARN MORE ABOUT THEIR INFORMATION-GATHERING AND SHARING PRACTICES. ASPEN EXPRESSLY DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR THE AVAILABILITY OR ACCURACY OF SUCH EXTERNAL SITES OR RESOURCES OR THE CONTENT THEREON. ASPEN DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES. THE INCLUSION OF ANY LINK ON ASPEN'S CLOUD DOES NOT IMPLY THAT ASPEN ENDORSES THE LINKED SITE. YOUR USE OF ANY LINKS IS AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ASPEN SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY GOODS, SERVICES OR MATERIALS AVAILABLE ON OR THROUGH ANY SUCH LINK, SITE OR RESOURCE.
FORCE MAJEURE. ASPEN SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO YOUR ACCESS TO ASPEN'S CLOUD. ASPEN SHALL NOT BE LIABLE IF IT IS UNABLE TO PROVIDE ASPEN'S CLOUD (OR ANY PART THEREOF) OR PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THIS AGREEMENT DUE TO, DIRECTLY OR INDIRECTLY, THE FAILURE OF ANY PART OF ASPEN'S CLOUD, ANY WIRELESS CARRIER, TELECOMMUNICATIONS, POWER OR ELECTRICAL FAILURE OR SURGE, ANY INDUSTRIAL OR LABOR DISPUTE, CIVIL DISTURBANCE, EXPLOSION, FLOOD, EXTREME WIND, LIGHTNING, FIRE OR OTHER CASUALTY OR ACT OF NATURE, INABILITY TO SECURE SUFFICIENT FUEL, ENERGY, MATERIALS, SERVICES OR TRANSPORTATION OR ANY OTHER EVENT BEYOND ASPEN'S REASONABLE CONTROL.
CONSEQUENTIAL DAMAGES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR MANDATED BY LAW, IN NO EVENT SHALL ANY OF THE ASPEN PARTIES (AS DEFINED IN SECTION J BELOW) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONTINGENT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROFITS, BUSINESS, GOODWILL OR LOSS OF USE, EVEN IF ASPEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
2. LIMITATION OF LIABILITY:
ASPEN'S SOLE LIABILITY, AND THAT OF ITS CUSTOMERS, LICENSORS, SUPPLIERS AND BUSINESS PARTNERS, IS LIMITED TO ASPEN'S FEES BUT (NOT THOSE OF ANY THIRD PARTY) ACTUALLY RECEIVED BY ASPEN FROM YOU AS A RESULT OF YOUR USE OF ASPEN'S CLOUD SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR $400, WHICHEVER IS LESS. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN ASPEN AND YOU. ASPEN'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST ASPEN WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOUR LEGAL RIGHTS WITH RESPECT TO THE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT MAY VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS/DISCLAIMERS MAY NOT APPLY TO YOU.
I. INDEMNITY: You agree to indemnify and hold harmless Aspen, its shareholders, officers, directors, employees, suppliers, licensors, service providers, agents and those of Aspen's respective affiliates (collectively, the "Aspen Parties") from any loss, liability, damages, fees, costs, claims, penalties or demands including reasonable fees of attorneys and other professionals, and any interest thereon, whether or not brought to suit, due to, arising out of or related to your access to Aspen's Cloud and/or use of Aspen's Cloud Services. Your indemnification of Aspen Parties includes, without limitation, claims arising out of alleged violation of any law, statute, regulation, or rule of any jurisdiction as amended including without limitation, the Fair Credit Reporting Act ("FCRA"), the Gramm-Leach-Bliley Act of 1999 ("GLB"), Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and the Sarbanes-Oxley Act of 2000 ("SOX"), third party claims of any nature or sort, any injury, damage, loss or harm (whether to you or any third party) arising out of or related to your access to Aspen's Cloud and/or use of Aspen's Cloud Services and/or your breach of this Agreement.
J. GOVERNING LAW: Any claim between you and Aspen arising out of or related to this Agreement or Aspen's Cloud shall be resolved exclusively within the federal and state courts residing within Baltimore County, State of Maryland, U.S.A. You waive any jurisdictional venue or inconvenient forum objections to such courts. Notwithstanding the foregoing, Aspen may seek equitable relief in any court of competent jurisdiction to prevent or enjoin misappropriation, misuse, unauthorized disclosure or infringement of its intellectual property rights. You should address any claim between you and any Aspen client or other property owner or manager or other third party service providers providing services to you or on your behalf through Aspen's Cloud or Aspen's Cloud Service directly with the applicable party.
K. NOTICES AND PROCEDURES FOR COPYRIGHT INFRINGEMENT CLAIMS: Aspen respects the intellectual property rights of others and asks that anyone accessing Aspen's Cloud or using Aspen's Cloud Services do the same. Aspen will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Aspen. Upon receipt of notices complying with the DMCA, Aspen will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing. If you believe that your work has been copied in any way that constitutes copyright infringement, please provide all of the following information: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing or is the subject of infringing activity, that it is to be removed or access to it disabled and information reasonably sufficient to enable Aspen to locate the material on Aspen's Cloud; (iv) your name, address, telephone number, email address and all other information reasonably sufficient to enable Aspen to contact you; (v) a statement by you that you have a good faith belief that use of the material as described by you is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the information in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notices of copyright infringement should be directed to:
By email: firstname.lastname@example.org
(Please include "Notice of Infringement" in subject line.)
IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING ASPEN THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS QUESTIONS RELATED TO ASPEN'S CLOUD OR ASPEN'S CLOUD SERVICES WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS .
You may not assign this Agreement without Aspen's prior written consent. This Agreement, any additional terms and conditions specific to the Aspen Cloud Services you order along with each re-affirmation you make through the Aspen Cloud Services represents the entire agreement between you and us, which may only be amended as described in this Agreement. If any part of this Agreement is found invalid, the balance of the Agreement remains enforceable; provided however that Aspen's Cloud Services shall not be offered where prohibited by law. You acknowledge that you will comply with the laws and regulations of the United States and other countries that may restrict or affect the export and re-export of Aspen's Technology. The following provisions shall survive expiration or termination of your Account and/or this Agreement: Section D. "FEES; PAYMENT; CREDITS," F. "PROPRIETARY RIGHTS; LIMITED LICENSE," H. "DISCLAIMERS; LIABILITY LIMITS" and any limits, representations, warranties and disclaimers set forth elsewhere in this Agreement, I. "INDEMNITY," J. "GOVERNING LAW," K. "NOTICES AND PROCEDURES FOR COPYRIGHT INFRINGEMENT CLAIMS," and L. "MISCELLANEOUS. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term. Headings and captions shall not be considered included for purposes of interpretation or application hereof, but are for convenience only. Aspen does not discriminate on the basis of race, color, sex, religion, national origin, handicap or familial status in the establishment of fees, entrance qualifications or standards for the use of Aspen's Cloud Services. Aspen's Cloud Services service offering is a "Commercial Item," as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212, 227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein.
If you have any questions about Aspen's Cloud Services please email at email@example.com