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Aynax Terms of Service

This Aynax Terms of Service Agreement ("Terms of Service" and/or "Agreement") is entered into between Aynax.com, Inc., all of its subsidiaries and all of its parent companies (collectively, "Aynax," "we," and/or "us") and the individual or entity that accesses and/or uses the "Services" (defined herein) provided by Aynax, including without limitation, any employee, independent contractor, invitee or agent of such individual or entity whether or not a "subscriber" to the Services or the Services have been paid for by anyone ("User," "you," and/or "your").

BY CREATING YOUR ACCOUNT, ACCESSING AND/OR USING THE SERVICES, YOU AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT. AYNAX MAY MODIFY THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE. CONTINUED USE OF THE SERVICES WILL BE CONDITIONED UPON THE VERSION OF THIS AGREEMENT THAT IS IN EFFECT AT THE TIME OF YOUR USE. BY ACCESSING AND/OR USING THE SERVICES YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. YOU ARE URGED TO READ CAREFULLY THIS ENTIRE AGREEMENT AND PRINT AND RETAIN A COPY FOR YOUR RECORDS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO AND SHOULD NOT ACCESS OR USE THE SERVICES.

  1. DEFINITIONS. Capitalized terms have the following meanings unless otherwise defined herein:
    1. "Account" The means by which Aynax authorizes access to the "Services" (defined herein) through the purchase of and/or establishment of future payment(s);
    2. "Affiliate" Any direct or indirect parent or subsidiary of Aynax (whether wholly, majority, or minority owned by the common owner), any Aynax officer, director, employee, reseller, distributor and/or joint venture partner;
    3. "Agreement" This "Terms of Service Agreement" together with other agreements defined herein;
    4. "Content" Any data, packets, documents, information, form, communication or other material that is transmitted, uploaded, transferred, controlled, downloaded, recorded or otherwise made available or existing in conjunction with the Services whether or not using your Log-In Information, including without limitation any and all "Personal Information" (defined herein), identities and likeness of "Persons" (defined herein), recordings, and any other spoken, written or electronic expressions or works.
    5. "Person" Any individual human being or legal entity;
    6. "Personal Information" Any information collected or maintained by Aynax that identifies or could be used to identify you and others Persons;
    7. "Site" The internet domain "www.Aynax.com," any sub-domains thereof and/or any successor websites owned and/or controlled by Aynax; and
    8. "Services" Collectively, the Site and any Content made available to you by Aynax.
  2. PAYMENT TERMS, REFUNDS, UPGRADING. You can create a free trial account without the use of a credit card. The free trial lasts twenty-one (21) days. A valid credit card, however, is required to pay your monthly charges if you decide to sign up for a paid plan when the trial is over. A paid account is billed in advance on a monthly basis on the same day each month and is non-refundable. There will be absolutely no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds made regardless of whether you do or do not use the Service. Upgrading from your free trial account to any Aynax fee-paying accounts will end your free trial. You will be billed for your first month immediately upon upgrading. All fees are exclusive of all taxes or duties by taxing authorities and you shall be responsible for payment of all such taxes or duties. Downgrading your account at Aynax may cause the loss of Content, features or capacity of your Account. Aynax shall not be liable for any such loss.
  3. CANCELLATION OF SERVICE. You may cancel the Service and your Account at any time. Your cancellation will take effect immediately and you will not be billed for any subsequent months. You can choose to cancel the paid plan and keep your account. If you choose to close your account, you will not be able to log into your account. If you cancel or close your account, the content in the account can be deleted at any time with no further notification. Cancellation must be done through the website within the service itself. Aynax will not entertain or respond to any request made through e-mail, telephone or written requests. Aynax.com has the right to suspend or deactivate your account at any time for any reasons, including, but not limited to, excessive usage of our servers resources. Such terminations of the services will result in deletion of your account and forfeiture of all content in your account.
  4. NON-OWNERSHIP OF SERVICES. Your use of the Services is licensed, and not sold to you, solely for your use under the terms and conditions of this Agreement and the License granted herein. Aynax retains all right, title, and interest relating to or embodied in the Services, including without limitation all intellectual property rights, technology, know-how and copies relating thereto. You hereby agree to promptly enter into any further agreements required by Aynax to legally or commercially document, perfect or retain such ownership, including without limitation, if applicable, ensuring that any of your employees and contractors do the same.
  5. OWNERSHIP OF MARKS. All brand names, product names, trade names, domain names, graphics, logos, service marks and trademarks relating to the Services (collectively, the "Marks") are the property of Aynax or its Affiliates. Aynax and its Affiliates retain all right, title and interest in and to the Marks, including all intellectual property rights. You may not remove from, add to, or alter any portion of the Marks, copyright notices or other proprietary rights or markings associated with the Services. You are prohibited from using any of the Marks for any purpose without Aynax's prior express written consent.
  6. LICENSE OF CONTENT. You hereby grant to Aynax, solely for the purpose of providing the Services, a non- exclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, copy, display, transmit, upload, transfer, control, download, record and transmit certain types of Content in connection with your use of the Services.
  7. CONTENT DISCLAIMERS. Aynax does not verify or endorse any Content. Aynax does not represent or endorse the accuracy or reliability of any Content. You acknowledge that any reliance by you upon any Content (whether yours or others) shall be at your sole risk. Any Content placed on the Site represents solely the views of the publisher of the Content and does not represent the views of Aynax. You are solely responsible for your Content including, if desired by you, the making and keeping of back-up copies of any or all Content. Aynax has no responsibility or liability for the deletion or accuracy of any Content, the failure to store, transmit or receive transmission of any Content (whether or not processed by the Services), or the security, privacy, storage or transmission of other communications involving use of the Services.
  8. USER REPRESENTATIONS, WARRANTIES AND COVENANTS. With the knowledge and understanding that Aynax and its Affiliates will rely on the following representations, warranties, and covenants by you, which you will ensure remain true and correct at all times during the life of this Agreement, you hereby represent, warrant, and covenant that:
    1. Use of Services
      1. You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
      2. Your ability to access and use the Services may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or internet service provider fees and/or fees or taxes imposed on internet services, including any sales or use taxes by governmental agencies) and that Aynax shall not be responsible for paying any such fees, charges and taxes.
      3. To gain access to and use the Services, you will be required to provide an e-mail address and to create a log-in and password (collectively, "Log-In Information"). You are solely responsible for all activity occurring under your Log-In Information. You must keep your Log-In Information confidential and must not share your Log-In Information with third parties. Aynax has no obligation or responsibility with regard to your use, distribution, disclosure or management of Log-In Information. Notwithstanding the foregoing, Aynax may require you to change your Log-In Information if such Log-In Information is inconsistent with the terms of this Agreement. You agree that Aynax may act in reliance, without investigation, upon any of your Log-In Information. We will not be required to inquire into the truth or evaluate the merits of any of your Log-In Information or any statement or representation contained in any notice, document or other communication presented or otherwise transmitted by you. Any Person using your Log-In Information is conclusively deemed to have actual authority to engage in transactions using the Services and, accordingly, all transactions made by a Person using your Log-In Information are hereby authorized and approved by you, and you hereby agree to indemnify, defend and hold Aynax harmless from any claims or damages arising from or relating to any such transactions.
      4. You acknowledge and agree that your use of the Services may require equipment and/or software from third parties that you may need to access or use the Services, and that Aynax shall not provide or be responsible in any way for such equipment and/or software.
    2. Content
      1. You are the owner or authorized user of all Content related to your use of the Services.
      2. Unless you have all requisite rights to submit and use Personal Information and other Content, you acknowledge and agree that you will not submit such Content or information to the Site or to otherwise use such Content in any manner that involves the Services.
      3. You will not publish, post, upload, record, link to or otherwise distribute or transmit any Content that: infringes or violates, or would infringe or violate, any copyright, patent, trademark, service mark, trade name, trade secret, domain name or other intellectual property or proprietary right of Aynax or any other Person, or any rights of publicity or privacy of any Person; violates any applicable law, statute, ordinance or regulation (including without limitation applicable laws and regulations concerning anti-discrimination, export controls, false advertising or unfair competition); promotes, solicits, comprises or contains abusive, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, pornographic, profane, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material; is harmful to minors; contains corrupted files, trojan horses, viruses, worms or any other similar data, programs or software that may damage, expropriate, intercept or interfere with any data, information, property or system of another Person or that may damage or interfere with the Services; is materially false, misleading or inaccurate; advocates, assists, incites, instructs, promotes or otherwise encourages violence or any illegal activity; attempts to mislead others about your identity or the origin of any message or other communication, impersonates or otherwise misrepresents your affiliation with Aynax or any other Person, or is otherwise false, misleading or inaccurate; or contains information for which you do not have the right to permit Aynax to collect and process.
    3. Legal Compliance
      1. You have the full power and authority to grant all licenses and other rights to third party property (including third party intellectual property) that are granted or required to be granted by you to Aynax and its Affiliates pursuant to this Agreement.
      2. You are solely responsible for your familiarity and compliance with any and all laws that may prohibit you from accessing or using any part or all of the Services or that may limit or regulate such participation or use.
      3. You agree not to use the Services for any illegal purpose.
      4. You agree to comply with all applicable local, state, national and international laws and regulations, including without limitation laws relating to intercepting, monitoring or recording communications, privacy and data protection, and public displays or performances. You further agree that neither this Agreement nor any other right or remedy of Aynax requires Aynax to exercise any right or remedy in order to benefit or protect you or any other Person, although Aynax reserves the right to do so in its sole discretion.
    4. Payments By You
      The payment information supplied to Aynax by you (if applicable) is, and shall at all times during the life of this Agreement, be true, accurate and complete. You covenant that payments made by you to Aynax and Affiliates will be honored by the financial entity facilitating the payment on your behalf. If any payment is not so honored, you remain liable for payment of all amounts due under this Agreement. You acknowledge and agree that we may change our charges, fees and pricing for future renewals of the Services, and that the cost of future renewals for the Services may increase.
    5. Unauthorized Use.
      You acknowledge and agree that any unauthorized use, copying or distribution of the Services is expressly prohibited by law and by this Agreement and may result in severe civil and criminal penalties against you. Violators will be prosecuted by Aynax to the maximum extent possible. Without limitation, you agree not to engage in any of the following unauthorized uses: (i) Attempt to gain unauthorized access to the Services, or to other Accounts, computer systems or networks connected to the Services, whether through hacking, password mining or any other means; (ii) Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded; (iii) Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services; (iv) Engage in any extraction of data or data fields, including without limitation e-mail addresses; (v) Disrupt, interfere with or inhibit any other Person's use and enjoyment of the Services; (vi) Violate the rights of Aynax or any third party, including without limitation abuse, defame, defraud, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of Aynax or any third party; (vii) Use any Aynax domain name as a false return e-mail address; (viii) Use the Aynax name to advertise, market or sell any type of goods or services or imply in any type of communication that Aynax endorses or is associated with such goods and services unless Aynax has given its prior written consent for such activity; (ix) Access and/or use the Services or any type of software or equipment that could in any manner damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, the Aynax server and/or any network connected to the Services;
    6. Contact Interface.
      You acknowledge and agree that Aynax may obtain and record information about your contacts, your use of, and availability on the Services at any given time, among other information, and that Aynax can utilize and maintain this information: for its own use; to provide marketing communications to you; to provide marketing communications to your contacts; and for disclosure to third parties (including government officials or pursuant to any court order, subpoena, request or other inquiry) in accordance with applicable law or governmental request at any time. Aynax has no duty to inquiry or verify the validity or enforceability of any court, order, inquiry or request by any governmental agency, instrumentality or authority for information or documents related to your use of the Services.
  9. UPDATES AND AMENDMENTS. Aynax may, at any time, amend the provisions of this Agreement. If you do not accept an amendment, this Agreement will terminate. This Agreement shall automatically incorporate and include any and all add-on components, amendments, features, modifications, supplements, updates and other functionality or messages related thereto, including without limitation alterations of availability, content, features, functionality, security, storage and other information relating to the Services that Aynax may provide or make available generally to its customers (collectively, "Updates") subject to any additional terms and conditions, including any additional fees and costs, provided by Aynax applicable to such Updates. Aynax has no obligation to, and nothing in this Agreement may be construed to require Aynax to, create, provide or install Updates. Your access and use of the Services will always be subject to the most current versions of these Terms of Service, as well as any and all rules and guidelines posted on the Site at the time of such use. You agree to regularly check the "Aynax Terms of Service" link on the Site to view the then-current Terms of Service. Notwithstanding anything in this Agreement to the contrary, if Aynax posts amendments to the Terms of Service on the Site, such terms will automatically become effective, shall be incorporated into this Agreement immediately, and where inconsistent with any other terms and conditions of this Agreement shall supersede any such conflicting terms or conditions. By using the Services after such revised terms are posted, you agree to be bound by any such revised terms at the effective time.
  10. SECURITY OF COMMUNICATIONS. You acknowledge and agree that the Services are conducted and provided by Aynax electronically through the internet and that Aynax cannot and does not guarantee the security or privacy of any electronic communications in which you participate.
    1. Disclosure of Personal Information. Except as otherwise stated in this Agreement, Aynax will not share your Personal Information with any third party. However, Aynax in its sole discretion may (but has no obligation to) monitor or review your access to and use of the Services at any time. Aynax may at any time without notice and in its sole discretion terminate access to, or use of, any area of the Site where information is posted or submitted, or may disclose any information related to your access to and use of the Services or the substance of any of your posted or submitted information as Aynax deems necessary, including without limitation to comply with applicable law, regulation, legal process or governmental request. You agree to use extra care when disclosing any Personal Information about yourself or your organization when posting or otherwise submitting any information to the Site. All required registration information that you provide to Aynax must be current, complete, and accurate and must be kept up to date with Aynax on a prompt, timely basis. If your use of and access to the Services includes password-restricted access to your sensitive information (such as, for example, customer lists and contractual terms), then by accessing or using the Services and setting up an Account, you consent to the display and storage of such information by Aynax and accept all risks of unauthorized access to such information.
    2. Compliance with Privacy Regulations. You agree to comply with all applicable privacy laws, to obtain all necessary consents, and to make all necessary disclosures before using the Services. You acknowledge that any or all of your Content may be recorded and transmitted by Aynax. You are solely responsible for any information about you that you disclose through use of the Services. You are solely responsible for, and shall indemnify Aynax and its Affiliates for your access to and use of any third party data and information including Personal Information that is communicated or that you otherwise have access to through your use of the Services.
    3. Locations of Aynax Data Centers. Personal Information and Content may be transferred, stored and/or processed in multiple locations in which Aynax or its Affiliates maintain facilities. By using the Services, you consent to any such transfer, processing and storage of Personal Information outside of your location of citizenship and/or residence.
    4. Regulated Access. The Services may not be available in certain locations and to certain Persons in order to comply with applicable laws and regulations. Aynax reserves the right, in its sole discretion, to deny access to the Services at any time and for any reason whatsoever, including without limitation to comply with applicable law.
  11. RESTRICTIONS ON USE. You agree not to decompile, disassemble, reverse engineer, translate or otherwise attempt to learn the source code or technological know-how of any component of the Services. You may not create, assign, copy, deliver, distribute, lease, loan, modify, pledge, rent, sell, sublicense, timeshare, create derivative works of or otherwise transfer, directly or indirectly, any portion of the Services or any rights thereto. You are prohibited from reselling or acting as agent for any component of the Services without Aynax's prior express written consent.
    1. Export Control Laws. You acknowledge that some laws and regulations in various locations restrict the export and re-export of certain technical data relative to their origin. Without limiting the foregoing, you acknowledge that your Content may be subject to controls by various regulatory agencies around the world. You agree that you are solely responsible for avoiding any actions that may be deemed to be violations of such laws and regulations, and that Aynax shall bear no responsibility or liability for any such violations committed by you in connection with your use of the Services.
    2. Hazardous Environments & High Risk Activities. The Services are not designed for use in connection with any hazardous or high-risk activity or any circumstances requiring fail-safe performance or controls. You acknowledge and agree that any use of the Services by you and/or at your instruction (whether express or implied) in connection with any activity or circumstances deemed by Aynax to be hazardous or high-risk shall be done solely and wholly at your own risk.
    3. Links to Third Party Sites. The Site may include links that will take you to other websites (collectively, "Linked Sites"). The Linked Sites are provided by Aynax to you as a convenience, and the inclusion of such links does not imply any endorsement by Aynax of any Linked Sites. Aynax has no control over the Linked Sites. Neither Aynax nor its Affiliates are, and under no circumstances shall be, responsible for any content, product or service of any Linked Sites. You acknowledge and agree that your visits to any of the Linked Sites shall be made solely at your own risk. You acknowledge and agree that Aynax is not responsible for the content of any Linked Sites, any link contained in any Linked Sites, and any changes or updates to Linked Sites. You further acknowledge and agree that Aynax is not responsible for any form of transmission received from any Linked Sites.
    4. Copyright Infringement. Aynax will, in appropriate circumstances as determined in its sole discretion, terminate this Agreement (including the License and other rights granted to you herein) if you infringe the intellectual property rights of others. Aynax may, in its sole discretion, investigate notices of copyright infringement and take appropriate actions. If you believe that any work of authorship has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring in connection with the Services, please provide us with all of the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of what Services the claimed infringing material is related to; (d) your address, telephone number, and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a written statement by you, made under penalty of perjury, that the above-described information in such notice is accurate and that you are either the copyright owner or authorized to act on the copyright owner's behalf.
    5. Investigations. Aynax does not generally monitor activity occurring in connection with the Services. However, if Aynax becomes aware of any actual or possible violations by you of any provision of this Agreement Aynax reserves the right to investigate such actual or possible violations and Aynax may, at its sole discretion, immediately terminate this Agreement with you, or may change, alter or remove Content, in whole or in part, without prior notice to you. If, as a result of any such investigation, Aynax believes that criminal activity has occurred or is occurring, Aynax reserves the right to refer the matter to and cooperate with applicable law enforcement authorities. In connection with any such investigation, Aynax is entitled to disclose to law enforcement or other government officials or representatives, as Aynax in its sole discretion believes to be necessary or appropriate, any information that is in our possession resulting from your use of the Services, including without limitation Personal Information (except to the extent prohibited by applicable law).
  12. CONTENT ACCESS AND STORAGE.
    1. The Services are provided to you by automated means, namely the uploading of Content via the applicable tools for transmission, downloads or other activities. Aynax will access Content as permitted under this Agreement, or as necessary to maintain or provide the Services, including without limitation: (i) to respond to service requests; (ii) to restore the applicable Content at your request in the event of a service interruption; (iii) to conform to legal requirements or comply with any legal inquiry, subpoena or legal process as deemed necessary or advisable by Aynax in its sole discretion without any duty of Aynax to inquiry or investigate the validity or appropriateness of any legal inquiry, court order, subpoena or legal process; (iv) to detect, prevent or otherwise address fraud, security or technical issues; and/or (v) to enforce this Agreement, including investigation of potential violations hereof.
    2. Aynax has no control over, and shall have no liability for, whether and in what manner your Personal Information is utilized. Aynax does not pre-screen information that users provide or otherwise submit in using the Services. Aynax may collect certain information regarding your use of the Services, such as the name of the internet service provider and the internet protocol address through which you access the internet; the time you access the Services; the pages that are accessed at the Site; and the internet address of the website from which you accessed the Site. Aynax uses this information to support the Services and, as otherwise permitted under this Agreement.
  13. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED "AS-IS" ON AN "AS-AVAILABLE" BASIS, "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY OF ANY KIND OTHER THAN AS DESCRIBED BY AYNAX AND UNDER THE TERMS OF THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AYNAX HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND REGARDING THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY, WORKMANLIKE EFFORT, ACCURACY, AVAILABILITY, AND/OR NON-NEGLIGENT PERFORMANCE. THE SERVICES ARE BUSINESS PRODUCTS, THE APPLICATION OF WHICH IS COMMERCIAL RATHER THAN CONSUMER-ORIENTED IN NATURE. IN ACCEPTING THIS AGREEMENT, YOU RECOGNIZE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THAT CONSUMER PROTECTION LAWS DO NOT APPLY TO YOUR USE OF THE SERVICES NOR TO ANY OF THE TRANSACTIONS CONTEMPLATED BY AND CONSUMMATED PURSUANT TO THIS AGREEMENT. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM LOCATION TO LOCATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE LIMITATIONS CONTAINED IN THIS AGREEMENT MAY NOT APPLY TO YOU.
  14. LIMITATION OF LIABILITY.
    1. Use at Your Own Risk. The use of the Services and the downloading or other use of any information or materials therefrom shall be done solely at your own discretion and risk and with your understanding that you will be solely responsible for any damage to your computer system or any loss of data or any other harm that results from such activities. Aynax will not be liable for any loss that you may incur as a result of someone else using your Log-In Information, either with or without your knowledge. Aynax shall have no responsibility for any failure that arises out of your use of the Services with any hardware configuration, platform or operating system, including without limitation any failure related to or arising from your inability to connect to or to access the Site, Software or Services due to problems related to your computer hardware, any software program, network, your internet service provider or any other similar problem. Aynax provides no insurance for your use of the Services or any Content. If you wish to obtain protection for damages incurred as a result of any loss or damage to Content, interruption of Services, failure of the website to function or otherwise resulting from your use of the Services or your account, then you should purchase appropriate insurance therefore. Otherwise, your damages are limited as set forth in these Terms of Service.
    2. Use of Content. You agree that neither Aynax nor any of its Affiliates shall be liable for any Content or the access, recording, storage or other use by Aynax thereof, including without limitation: (a) any Content that is sent, received, held, released or otherwise connected in any respect to the Services; (b) any Content that is sent but not received; (c) any access to or alteration of Content by you or any other Person; (d) any Content sent using, or included in, the Services; (e) any defamatory, illegal, obscene, offensive or threatening content; (f) the conduct of you or anyone else in using the Services; or (g) any infringement of another Person's rights, including without limitation rights of privacy, intellectual property or data protection.
    3. Third-Party Providers. Aynax offers no guarantees and assumes no responsibility or liability of any kind with respect to third-party services, including without limitation any liability resulting from incompatibility between the Services and any third-party services. You agree that you will not hold Aynax or any Affiliate responsible or liable for any matter caused by or related to services provided by any third party.
    4. Errors. The Services may include technical mistakes, interruptions, inaccuracies and/or typographical errors.
    5. Force Majeure. Aynax will not be liable for any non-performance or delay in performance caused by any event reasonably beyond the control of Aynax including without limitation accidents, acts of God, acts of government, the activities of hackers, civil disturbance, earthquake, embargo, epidemics, explosion, fire, flood, force of nature, hostilities, malicious conduct, national emergency, revolutions, riots, wars, service outages resulting in failures of equipment, telecommunications, power failures, network failures or failures of third party service providers (including providers of internet services and telecommunications).
    6. Damages. Except as otherwise required by applicable law and as limited by these Terms of Service, you agree that you will not be entitled to any damages under or pursuant to this Agreement except for the direct monetary damages actually incurred and proven by you in reasonable reliance upon use of the Services, and that such proven damages in any and all events shall be limited to the amount you actually paid for the Services during the three-month period prior to the event giving rise to your claim. Without limiting the foregoing, you agree that the following damages are expressly excluded:
      1. Any and all indirect, special, incidental, punitive and consequential damages;
      2. Any and all damages for: loss of confidential or other information (including without limitation Personal Information); business interruption; personal injury; loss of privacy; loss of profits; emotional distress; and failure to meet any duty of good faith or reasonable care;
      3. Any and all damages resulting from your inability to use the Services or to access data, information (including without limitation Personal Information) or Content;
      4. Any and all damages for any other claim arising out of or in connection with: the statements or actions of any third party on or via the Services; any dealings with vendors, customers, clients or other third parties; any unauthorized access to or alteration of your transmissions, materials, information (including without limitation Personal Information) or other data; any information that is sent or received, or that is not sent or not received; any failure to store, or loss of, data, files, materials or other Content; any access to or use of the Services that is delayed or interrupted; any Linked Sites; or your access to or use of, or inability to access or use, any Linked Sites;
      5. Any and all damages based on any theory of legal liability including statute, breach of contract, breach of warranty, tort (including negligence), product liability, negligent misrepresentation or otherwise, even if Aynax or its Affiliates have been advised of the possibility of such damages and even if a remedy set forth in this Agreement is found to have failed of its essential purpose;
      6. Any and all damages arising out of, related to, or based upon your inability to connect to or to access the Services due to problems related to your equipment, any software, your internet service and/or any other similar problem out of Aynax's control; and
      7. Any and all damages for any pecuniary loss whatsoever.
  15. INDEMNIFICATION AND GENERAL RELEASE. You hereby agree to release Aynax and Affiliates from any and all claims, demands and damages (actual and consequential) of every kind arising out of or in any way connected with your use of the Services or related to any invoices or other documents you may create or issue and for any other purpose whether or not contemplated or permitted by this Agreement. You hereby also agree to defend, indemnify and hold Aynax and Affiliates harmless from and against any and all claims, liabilities, damages and costs (including without limitation fees, costs and expenses of attorneys) arising out of or related to:
    1. Use of or access to the Services by you or by any Person using your Log-In Information, whether or not such use was authorized by you;
    2. Any actual or alleged violation of this Agreement or applicable law by you or by any Person using your Log-In Information, whether or not such use was authorized by you;
    3. Any actual or alleged infringement of any intellectual property, proprietary information, violation of privacy or other rights by you or by any Person using your Log-In Information, whether or not such use was authorized by you;
    4. Any recording of the communications or other Personal Information of you or any other users of the Services;
    5. Any claims or allegations for product liability, unsuitability or lack of fitness for a particular purpose, or any other claims or allegations arising out of or related to the use of the Services;
    6. Any disputes between you and any other party related to the Services; and/or
    7. Your negligence, gross negligence or willful misconduct.
  16. DISPUTE RESOLUTION. Any claim, dispute or controversy, whether in contract, tort or otherwise, whether pre-existing, present or future, including statutory, consumer protection, common law, intentional tort and/or equitable claims by you against Aynax, its agents, employees, principals, successors, assigns and/or Affiliates arising from or relating to this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), shall be resolved exclusively and finally by binding Arbitration administered by the International Chamber of Commerce under its Commercial Rules before a single Arbitrator applying the laws of the State of New York, exclusive of its conflicts of laws principles (the "Arbitration"). The venue of the Arbitration proceeding shall be conducted exclusively in New York, New York or such other venue to which the parties may agree in writing. The Arbitrator shall be empowered to grant whatever relief would be available in court of competent jurisdiction under law or in equity. Any Award of the Arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The Arbitrator may grant reasonable attorney and/or other fees to the prevailing party. You acknowledge and agree that separate from any Arbitration proceeding, Aynax may also seek injunctive or equitable relief in a Court of competent jurisdiction to prevent irreparable injury to it, its Marks, and/or other intellectual property, and in such proceeding you consent to the jurisdiction of such Court. YOU HEREBY ACKNOWLEDGE THAT YOU ARE GIVING UP RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY DISPUTE UNDER THIS AGREEMENT. OTHER RIGHTS THAT MAY HAVE BEEN AVAILABLE IF THE DISPUTE WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
  17. NOTICES. You and Aynax will provide any communication to each other under this Agreement as follows:
    1. Notice to You. Notice shall be sent to you either: (1) via electronic means to the e-mail address associated with your Account and shall be deemed delivered when sent by Aynax; or (2) by hard copy postal mail to the address contained in your Log-In Information and shall be deemed delivered five (5) calendar days after mailing.
    2. Notice to Aynax. Except where an electronic notice to Aynax is expressly permitted by this Agreement, notice shall be sent to Aynax addressed to the principal place of business indicated on the Site, to the attention of the President, either via: (1) postal mail, signature required and return receipt requested; or (2) overnight courier with delivery signature required. Any notice sent by you shall be deemed delivered when actually received and signed for by an authorized representative of Aynax.
  18. GOVERNING LAW. This Agreement shall be construed in accordance with, and governed by the laws of the State of New York, exclusive of its conflicts of laws principles.
  19. RESERVATION OF RIGHTS. Aynax reserves all rights not expressly granted in this Agreement.
  20. MISCELLANEOUS.
    1. Invalidity. If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in full force and effect.
    2. No Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless expressly agreed to by Aynax in a non-electronic writing manually signed by a duly authorized officer of Aynax.
    3. Authority. If you are an individual and are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have due authorization from the governing body of such entity to enter into this Agreement and to bind such entity to all of the terms and conditions of this Agreement.
    4. Headings. The headings of the sections and subsections in this Agreement are provided for convenience only and may not be deemed to affect its construction or interpretation.
    5. Restrictions on Users. Users must be thirteen (13) years of age or older to use the Services. Registered accounts must belong to human beings. Bots, programs or any other automated sign-ups are not permitted. Only one person can hold and use the same account.
    6. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Aynax and you with respect to the Services and supersedes all other prior or contemporaneous communications, agreements, understandings and proposals, whether written, oral, electronic or non-electronic, between Aynax and you regarding its subject matter.
  21. SPECIAL TERMS OF SERVICE FOR THE BANK CONNECTION MODULE.
    1. Provide Accurate Information. You, the end user, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
    2. Proprietary Rights. You are permitted to use content delivered to you through the service only on the service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the service.
    3. Content You Provide And Is Derived by Use of the Service. You are licensing to Aynax and its service providers (“Service Provider”) any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the service. Aynax and Service Provider may use, modify, display, distribute and create new material using such Content to provide the service to you. Aynax and Service Provider may also use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable information that is derived through your use of the Service. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Aynax and Service Provider may use the Content for the purposes set out above. As between Aynax and Service Provider, Aynax owns your confidential account information.
    4. Third Party Accounts. By using the service, you authorize Aynax and Service Provider to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Aynax and Service Provider a limited power of attorney, and you hereby appoint Aynax and Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN AYNAX OR SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, AYNAX AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third party account providers accessible through the service.
    5. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AYNAX AND SERVICE PROVIDER EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. AYNAX AND SERVICE PROVIDER MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.

      ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AYNAX OR SERVICE PROVIDER THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

    6. LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN THE AGREEMENT TO WHICH THIS EXHIBIT IS ATTACHED, YOU AGREE THAT NEITHER AYNAX OR SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL 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 AYNAX OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE.
    7. Indemnification. You agree to protect and fully compensate Aynax and Service Provider and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from your use of the service, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone. You agree that Service Provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Service Provider were a party to this Agreement.
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