TERMS OF SERVICE
Welcome to ABAKOOS, LLC.
Your use of ABAKOOS, LLC (“ABAKOOS” or “we”) software, services and web site(s) (referred to collectively, herein as the “Services” is subject to the terms of a legal agreement between you and ABAKOOS. The Services are offered subject to your acceptance without modification of all of the terms and conditions, as set forth hereunder and all other operating rules, policies (including, without limitation, ABAKOOS's Privacy Policy) and procedures that may be published from time to time on this Site by ABAKOOS (collectively, the “Agreement”):
1.Accepting the Terms
1.1 In order to use the Services, you must first agree to the Terms of Service (“Terms”). You may not use the Services if you do not accept the Terms. You can accept the Terms by actually using the Services. In this case, you understand and agree that ABAKOOS will treat your use of the Services as acceptance of the Terms from that point onwards. ABAKOOS may revise these Terms at any time by updating this posting. You should visit this web page periodically to review the Terms, because they are binding on you. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with ABAKOOS, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services
2. Registration and Security
2.1 You agree at all times to provide ABAKOOS with accurate, complete, and updated information pertaining to your registration. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account. You may not enter, select or use a false name or an email address owned or controlled by another person. ABAKOOS reserves the right to refuse registration, or cancel a registration in its discretion.
2.2 You shall have the option to either pay (a) monthly; (b) annually or (c) biennially. In response to ABAKOOS's correspondence or upon registration, you shall inform ABAKOOS of the option you choose. Fee shall be due and payable to ABAKOOS by credit card or, for annual payments only, by check in advance on the billing date as displayed in the Service. ABAKOOS reserves the right to suspend your account(s) it you fail to make payments on your paying plan(s). All fees are non-refundable, in whole or in part, even if the Services are suspended, cancelled or transferred prior to the end of your monthly, annual or biennial plan.
2.3 If you create an account, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account.
3.0 Reliable and Secure Service
3.1 ABAKOOS does not store credit card information. ABAKOOS provides your credit card information to a third party merchant that stores credit card numbers for recurring and other charges
3.2 When you provide your credit card information to ABAKOOS, you accept the risks to the security of that credit card information. Ultimately, credit card data is provided by you, and you are responsible for its protection.
3.3 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated.
3.4 ABAKOOS assumes no responsibility for any misleading, inaccurate or false information displayed for any web content or link. The inclusion of a link or other web content does not imply any endorsement or affiliation with ABAKOOS.
4.0 Content Submitted to the Service
4.1 As used herein, “Content” means information, data, text (including but not limited to names of files, databases, directories and groups of the same), software, sound, photographs and graphics, messages or other materials.
4.2 You acknowledge that ABAKOOS does not pre-screen Content, but that ABAKOOS and its designees, contractors or subsidiaries shall have the right (but not the obligation) in their sole discretion to refuse or to remove any Content that is available via the Services. Without limiting the foregoing, and without notice to you, ABAKOOS and its designees shall have the right to remove any Content that violates the Terms or is otherwise deemed objectionable by ABAKOOS in its sole discretion. You agree that you must evaluate, and bear all risks associated with the use of any Content including any reliance on the accuracy, completeness, or usefulness of such Content.
4.3 All content posted on this site by a registered user or a third party is the responsibility of that user or that third party and not of ABAKOOS. ABAKOOS is merely the carrier/distributor of this content and assumes no responsibility for objectionable content nor makes any claim as to the quality, accuracy or usefulness of the content or services made available within this site.
4.4 By submitting any Content to ABAKOOS, you warrant that: (i) you are the owner of such Content, or have been granted all the rights necessary from the owner of such Content to submit such Content to ABAKOOS, and (ii) the use of such Content by ABAKOOS and its members will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party.
5.0 Modifications to the Services
5.1 ABAKOOS reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. ABAKOOS may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement. Please check back often for changes in policy and content.
5.2 In the event ABAKOOS modifies the Terms, ABAKOOS will post it to the Services web site and promptly thereafter, notify your Account Administrator via e-mail that such posting has been made. Your continued use of any of the Services after such modification shall constitute your acceptance of the Terms of Service with the new modifications. If you do not agree to any of such changes, you may terminate the Terms of Service and immediately cease all access and use of the Services. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to the Terms of Service. In addition, ABAKOOS may at any time introduce separate Terms of Service for users in certain jurisdictions and require users in these jurisdictions to agree to the separate Terms of Service. ABAKOOS may also require such users to agree that termination of the separate Terms of Service and cessation of all access and use of the Service would be their exclusive remedy if they do not wish to comply with the separate Terms of Service.
6.0 Links to Other Sites
6.1 The Services may contain links to third-party Web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. Third-Party Sites include payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use links to Third-Party Sites, and any Third-Party Content or service provided there at your own risk. ABAKOOS only provides these links a Third-Party Site or Third-Party Content and does not imply ABAKOOS’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content.
6.2 When you leave the ABAKOOS web site, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.0 Use and Storage
7.1 You acknowledge that ABAKOOS may establish or revise from time to time general practices and limits concerning your use of the Services, including without limitation, establishing the maximum amount of storage space you have on ABAKOOS at any time, as well as limiting the amount of bandwidth you may use with the Services in a given period of time. For purposes of this Agreement, bandwidth is defined as the total amount of data downloaded from and uploaded to the ABAKOOS server in a given period of time. In addition, ABAKOOS may limit without notice the volume of file downloading from your database in response to unreasonable activity (such as hosting a publicly accessible exchange of large data files). You agree that ABAKOOS has no responsibility or liability for the deletion, corruption, or alteration of, or failure to store any messages and other communications or other information, data, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), software, sound, photographs and graphics provided by you (collectively referred to as "Content") and maintained or transmitted by the Service. You acknowledge that ABAKOOS reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
8.0 Communications
8.1 Notices that ABAKOOS gives you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any of the following ways. We may email you at the contact information you provide in your Registration Data or we may post a notice on the ABAKOOS site. It is your responsibility to periodically review the ABAKOOS site for notices.
9.0 Intellectual Property Rights
9.1 All trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by ABAKOOS.
9.2 You agree not to transmit or make commercially available any material that infringes on any patent, trademark, copyright, or intellectual property.
9.3 Unless you have agreed otherwise in writing with ABAKOOS, nothing in the Terms gives you a right to use any of ABAKOOS’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
9.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorized to do so in writing by ABAKOOS, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10.0 License of Your User Content
10.1 You grant ABAKOOS the right to use your Content only to the extent that ABAKOOS needs to use the Content to provide the Services. ABAKOOS does not obtain any right, title or interest in your Content, except as specifically granted herein in order to provide Services to you. If you enter timesheet data in relation to a Customer and configure your account to display timesheet data to your Customers, we need your license to that Content to use it in the operation of the Services, and we need the right to sublicense that Content to your Customers for that purpose.
10.2 Therefore, by posting or distributing Content to or through the Services, you (a) grant ABAKOOS and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such Content through the Services, in the manner in and for the purposes for which the Services from time to time use such Content; (b) represent and warrant that (i) you own and control all of the rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that Content, to or through the Site; and (ii) the use and posting or other transmission of such Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
10.3 If your Content is intended for the use of other users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such Content to such users for their use in connection with their use of the Services, as described in these Terms.
11.0 ABAKOOS Services
11.1 ABAKOOS is an online offering where individuals or entities can create and save encrypted entries containing confidential information. You are solely responsible for maintaining said entries. Encrypted entries will be sent and stored on ABAKOOS servers. Decrypted entries are never sent or stored on ABAKOOS servers.
11.2 ABAKOOS requires that you create an account which is protected by a User ID and Password, chosen by yourself at the time of registration. Your User ID and Password will grant you access to your ABAKOOS account.
11.3 You are solely responsible for maintaining your User ID, Password, entries and any other access data secret and safe. Should you suspect that your access data, including your User ID and Password and entries has been stolen or intercepted, it is your responsibility to take immediate action to protect your entries, including contacting ABAKOOS at info@akakoos.com.
11.4 ABAKOOS does not maintain a copy of your access data, including your User ID, Password and entries and can not recover them if lost.
11.5 An account will be deemed inactive when there has been no successful login to the account for a six month consecutive period. Inactive accounts will be canceled without notice. When an account is canceled, any stored entries may be lost and are non-recoverable.
11.6 It is forbidden to store critical data such as, but not limited to, financial data or access data to financial institutions, or any data which, if lost, stolen or destroyed, could result in personal or public catastrophe.
12.0 Confidentiality
12.1 We will not sell or rent your personally identifiable information to third parties without your explicit consent.
12.2 In general, information you enter through your use of the Services is available to other persons to whom you give access to your account or to whom you give access to the information through the normal operation
12.3 We may disclose or report Confidential Information in limited circumstances where we believe in good faith that disclosure is required under the law. For example, we may be required to disclose Confidential Information to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request.
13.0 Warranties
13.1 These Services are provided on an ‘as-is’ and ‘as available’ basis; ABAKOOS accepts no liability for the loss of any user information or for the failure of any feature or service to operate properly.
13.2 The user takes responsibility for obtaining and utilizing any necessary computer equipment and internet services used in accessing this site. Cost of operation of these devices and services is entirely the responsibility of the user.
13.3 The sole and exclusive maximum liability to ABAKOOS for any damages or losses shall be the amount paid to ABAKOOS by the user, if any, for access to this Site and use of the Services.
13.4 You represent that, to the best of your knowledge and belief, your use of the Service does not directly or indirectly infringe the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your registration is accurate and reliable.
14.0 Warranty Disclaimer
14.1 The Site, the Content and the Services provided by the Site are provided to you on an “as is” basis without warranties from ABAKOOS of any kind, either express or implied. ABAKOOS expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. ABAKOOS does not represent or warrant that Content is accurate, complete, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Services, the Content, or any portion thereof.
14.2 ABAKOOS does not represent or warrant that the Services or any Content are free of viruses or other harmful components. Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
14.3 You expressly understand and agree that your use of the services is at your sole risk and that the Services on ABAKOOS are provided 'as is' and ‘as available’.
14.4 You understand and agree that you use the Services at your own discretion and risk and that you will be solely responsible for any damages that arise from such use.
14.5 ABAKOOS expressly disclaims any liability for the accuracy, usefulness of availability of information transmitted or made available via the Services. ABAKOOS expressly disclaims the accuracy or reliability of any information obtained by you as a result of your use of the Services.
14.6 ABAKOOS expressly disclaims that defects in the operation or functionality of any software provided to you as part of the Services will be corrected.
14.7 ABAKOOS and its employees, affiliates, and advertisers, disclaim all express, implied or statutory warranties of title, non-infringement, merchantability and fitness for a particular purpose with regards to any information or service provided.
14.8 You agree that ABAKOOS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on this website.
15.0 Indemnification
15.1 You agree to indemnify and hold harmless ABAKOOS, its subsidiaries and affiliates, and its and their directors, officers, agents and employees ("Indemnitees"), from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content; your use of the Services; your connection to the Services; your violation of the Terms of Service; or your violation of any proprietary or other rights of another. You further agree and acknowledge that the Indemnitees are not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to your use of the Service. You further agree to indemnify, defend and hold harmless the Indemnitees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Services, or the placement or transmission of any message, information, software or other materials through the Services by you or users of your account or related to any violation of any term of the Terms of Service by you or users of your account.
15.2 You expressly understand and agree that ABAKOOS and its suppliers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if ABAKOOS has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or date; (iv) statements or conduct of any third party on the Services; or (v) any other matter relating to the Services.
15.3 You also agree that ABAKOOS will not be liable for any (a) interruption of business, (b) access delays or access interruptions to this Site or the web site(s) you access through the Services; (c) data non-delivery, misdelivery, corruption, destruction or other modification; (d) unauthorized access to data entered in, or breach of any security mechanisms utilized in the service or in any restricted field therein; or (e) events beyond ABAKOOS’s reasonable control.
15.4 In no event shall ABAKOOS's maximum aggregate liability exceed the amount paid by you to ABAKOOS for the Services, to a maximum amount equal to charges for six (6) months of the Services.
15.5 In no event will ABAKOOS, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that increase the fees paid by you to ABAKOOS under this agreement during the twelve (12) month period prior to the date the cause of the action accrues. ABAKOOS shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
15.6 You waive and shall not assert any claims or allegations of any nature whatsoever against ABAKOOS, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Services or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site. You use the Site at your own risk.
15.7 If you are a registered entity and permit your affiliates, subsidiaries, employees, and/or any third party located outside of the territorial boundaries of the United States to access and/or use the Services and/or your Content, you shall be solely responsible for (i) their acts and/or omissions in connection with their access and/or use of the Services and (ii) ensuring that their access and/or use of the Services is in compliance with the Terms of Service, and any and all applicable local laws, rules and regulations. You agree to fully indemnify ABAKOOS and its affiliates, subsidiaries, licensors, and online service providers (collectively, "Representatives") for any liability, fines, penalties, costs, claims and/or damages incurred by ABAKOOS and/or the Representatives in connection with any claim related to the access and/or use of the Services and/or your Content by you, your affiliates, subsidiaries, employees or any third-party authorized by you.
16.0 Privacy Policy
16.1 ABAKOOS may access, preserve, and disclose your account information and encrypted contents if required to do so by law or in good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of ABAKOOS, its users and the public.
16.2 ABAKOOS uses personal information in the file we maintain about you, and other information we obtain from your current and past activities on the Site, to provide to you the Services offered by the Site; resolve service and billing disputes; troubleshoot problems; bill any amounts due from you; measure consumer interest in our products and services, inform you about online and offline offers, products, services, events and updates; deliver information to you that, in some cases, is relevant to your interests, such as product news; customize your experience; detect and protect us against error, fraud and other criminal activity; enforce our Terms of Use; provide you with system or administrative messages, and as otherwise described to you at the time of collection. On occasion we may use email address or other contact information to contact you to ask them for your input on our services or to forward media opportunities to you.
16.3 You acknowledge that ABAKOOS will collect certain aggregate data as part of providing and analyzing the Services from time to time. ABAKOOS makes use of IP addresses and cookies to facilitate Services deemed necessary.
16.4 ABAKOOS reserves the right to use a third-party tool that captures detailed information about how you interact with the Site and what pages you visit.
16.5 ABAKOOS reserves the right to display relevant third party advertisements on our Site.
16.6 Following your registration on the Site, you can review and change your information in your account area.
16.7 ABAKOOS reserves the right to change this privacy policy at any time and without notice.
17.0 Arbitration
17.1 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Broward, Florida, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
18.0 Mediation Preceding Arbitration
18.1 If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.
19.0 Miscellaneous
19.1 This Agreement constitutes the entire agreement between ABAKOOS and you concerning the subject matter hereof, and may only be modified by a written amendment signed by an authorized executive of ABAKOOS, or by the posting by ABAKOOS of a revised version. If any provision of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You are not permitted to assign any of your rights or obligations hereunder without prior written consent of ABAKOOS and any such attempted assignment will be void and unenforceable.
19.2 The Terms of Service do not limit any rights that ABAKOOS may have under trade secret, copyright, patent, trademark or other laws. The failure of ABAKOOS to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
19.3 This Agreement will inure to the benefit of ABAKOOS and its successors and assigns.
20.0 Term and Termination
20.1 The Term of Service shall be effective upon registration and thereafter shall continue on a month-to-month basis or annual basis, as applicable, until terminated with thirty days written notice by either party.
20.2 You acknowledge and agree that ABAKOOS in its sole discretion, may suspend or terminate your account and/or deny you access to, use of, or submission of Content for, all or part of the Services, without prior notice and for any reason, including if you engage in any conduct that ABAKOOS believes: (a) violates the letter or spirit of any term or provision of the Terms of Service, (b) violates the rights of ABAKOOS or third parties, or (c) is otherwise inappropriate for continued access and use of the Services. In addition, ABAKOOS reserves the right to terminate any membership account if that account has been inactive for greater than three hundred and sixty five (365) days. You agree that upon termination, we may delete all files and information related to your account and may bar your access to your account and the Services. At your written request and expense, ABAKOOS will provide you access to the most recent data from your account for retrieval purposes for a period of two (2) business days prior to deletion. Notwithstanding the foregoing, ABAKOOS will not provide you access to the most recent data from your account if ABAKOOS believes that such data violates the rights of ABAKOOS or third parties. Further, you agree that ABAKOOS shall not be liable to you or any third-party for any termination of your access to the Services.
20.3 Notwithstanding any provision of these Terms, ABAKOOS reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Site, Services or Content; (c) change, suspend or discontinue any aspect of the Services; and (d) impose limits on the Services.