TERMS OF USE


THE “A SENSE OF HOME” APPLICATION TERMS OF USE


BY CLICKING THE “AGREE” OR “ACCEPT” BUTTON (OR ANY SIMILAR BUTTON OR LINK) OR ACCESSING OR USING THE “A SENSE OF HOME” WEB-BASED APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THESE TERMS OF USE; (B) REPRESENT THAT YOU ARE AN AUTHORIZED USER (AS DEFINED BELOW) AND ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE “A SENSE OF HOME” APPLICATION.


LAST UPDATED: December 7, 2021
SECTION 1 ACCEPTANCE OF TERMS OF USE


1.1 Terms of Use; Defined Terms. These terms of use (the “Terms”) govern your access to and use of A Sense of Home, a California non-profit corporation and its subsidiaries’ (“ASOH”) A Sense of Home web-based application (“ASOH App”). By accessing or using the ASOH App, you are agreeing to these Terms and entering into a legally binding contract with ASOH. Any references to “you” and “your” refer to you, as a user of the ASOH App. Any references to “we,” “us” and “our” refer to ASOH.


1.2 Authorized Users. The ASOH App is offered and available only to, and may only be accessed or used by (a) directors, officers, employees, or agents of ASOH (each, a “Corporate User”); (b) any not-for-profit, nonprofit or non-share corporation entity (a “Chapter”) that is party to a Chapter Agreement by and between such Chapter and ASOH governing the relationship between ASOH and such Chapter and the Chapter’s use of ASOH’s trademarks (a “Chapter Agreement”) and directors, officers, employees, volunteers, agents, donors, or sponsors of such Chapter or such Chapter’s affiliates (each, a “Chapter User”); (c) applicants to receive services and donated furniture and home goods, and applicants accepted as eligible recipients of donations, in each from a Chapter (each, a “Recipient User”); and (d) other persons or entities authorized expressly in writing by ASOH to access or use the ASOH App (each such person or entity in clauses (a) through (d), an “Authorized User”). Chapter shall ensure the compliance by its Chapter Users with the terms and conditions of these Terms and shall be jointly and severally liable for any breach of the Terms by any of Chapter’s Chapter Users.


1.3 Unauthorized Users. The ASOH App is not for use by anyone (a) who is not an Authorized User; (b) who is under the age of eighteen (18) (unless a parent or legal guardian has authorized such use via written waiver delivered to ASOH or the applicable Chapter) or, in any case, anyone who is under the after of thirteen (13); (c) whose account has been terminated by us; (d) who is a Chapter whose Chapter Agreement has been terminated or has expired (or is a director, officer, employee, agent, volunteer, donor, or sponsor of such a Chapter or of such Chapter’s parent, subsidiary, affiliated, or related entities); or (e) who has otherwise been restricted by us from using the ASOH App. By accessing or using the ASOH App, you represent and warrant that you are, and, at all times during your access or usage of the ASOH App, remain, an Authorized User who meets all of the foregoing eligibility requirements. If you do not meet all of these requirements, do not access or use the ASOH App.


1.4 Updates to Terms of Use. We may modify the Terms from time to time. When changes are made, we will indicate in a ribbon or pop-up alert on the ASOH App that revisions were made and provide a link to the updated Terms. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective immediately upon our posting of new Terms; however, any changes to the dispute resolution provisions set forth in Section 15 (Choice of Law and Venue) will not apply to any disputes for which the parties have actual notice prior to the effective date of such change. You understand and agree that your continued access to or use of the ASOH App after any posted modification to the Terms indicates your acceptance of the modification.


SECTION 2 USING THE ASOH APP


2.1 License. Subject to the restrictions in these Terms, we grant you a personal, nonexclusive, non-sublicensable, and nontransferable license to access and use the ASOH App on devices owned or controlled by you (“Devices”) solely in connection with the Permitted Purpose and solely in conformance with these Terms, and, with respect to Chapter Users, the Chapter Agreement and, to the extent applicable, the Policy Manual (as defined in the Chapter Agreement), which may be updated, amended, or supplemented from time to time by ASOH in accordance with the Chapter Agreement. We may change, restrict, or terminate your permission to use the ASOH App for any conduct that we consider to be inappropriate, or for your breach of these Terms, including the restrictions listed in Section 3.


2.2 User Credentials. All Authorized Users (other than Recipient Users) shall, upon first accessing the ASOH App, choose, or be provided with, a user name, password, or any other piece of information as part of our security procedures (“Credentials”). Each such Authorized User’s Credentials will permit one of three levels of administrative or user access to the ASOH App: (a) global administrative access, which is permitted for Corporate Users only (“Corporate Administrative Access”); (b) limited administrative access applicable to a particular Chapter’s (and only such Chapter’s) applicable databases and data (whether hosted by ASOH or by the individual Chapter), which is permitted for Corporate Users and for Chapter Users that are directors, officers, or employees of such applicable Chapter only (“Chapter Administrative Access”); and (c) limited non-administrative user access applicable to a particular Chapter’s (and only such Chapter’s) applicable databases and data, which is permitted for all other Chapter Users (“Chapter User-Level Access”). You must treat any such Credentials as confidential, and you must not disclose it to any other person or entity. You are responsible for maintaining the confidentiality of your Credentials, and are fully responsible for all activities that occur under your Credentials. You also acknowledge that your account is personal to you and agree not to provide any other person or entity with access to the ASOH App or portions of it using your Credentials, and you agree to notify us immediately of any unauthorized access to or use of your Credentials or any other breach of security. You also acknowledge that your credentials are limited by access level as described above, and you agree to notify us immediately if you believe your credentials have been designated as an access level that is greater or broader than your appropriate applicable access level, as described above. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your Credentials or other personal information, and ensure that you exit from your account at the end of each session. We have the right to disable or change the access level of any Credentials, including any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason. Any Chapter that hosts its own instance of the ASOH App (which shall require written consent from ASOH) or otherwise hosts any databases, data, or Content that is linked to or otherwise interacts with the ASOH App shall ensure at all times that Corporate Users have full Corporate Administrative Access and Chapter Administrative Access to each such instance, database, data, or Content, as instructed by ASOH.




SECTION 3 RESTRICTIONS


3.1 Access and Use Restrictions. You agree not to, and will not assist, encourage, or enable others to, and will take all necessary steps to ensure that others do not:

(a) copy, reproduce, edit, modify, translate, create derivative works or improvements of, distribute, make available, display, sell, publish, broadcast, circulate, use, store, or transfer, in any form or medium, the ASOH App or any Content provided in connection with the ASOH App, nor permit any third party to do the same, except as expressly authorized in writing by us;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive or gain access to any design structure or source code for the ASOH App (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the ASOH App), except as expressly authorized in writing by us;

(c) use any reverse engineering, disassembly, or decompilation techniques, or other methods to replicate the functionality of the ASOH App or any material portion thereof for any purpose;

(d) remove, delete, alter or obscure any copyright, trademark, or other intellectual property or proprietary rights notices from the ASOH App or any Content provided in connection with the ASOH App; or

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the ASOH App or any features or functionality of the ASOH App to any third party for any reason, including by making the ASOH App available on a network where it is capable of being accessed by more than one device at any time, except as expressly authorized in writing by us.


3.2 Content Restrictions. You agree not to, and will not assist, encourage, or enable others to, and will take all necessary steps to ensure that others do not, access or use the ASOH App to:

(a) post or transmit any material that is knowingly false or defamatory, inaccurate, abusive, vulgar, obscene, profane, hateful, harassing, sexually oriented, threatening, or invasive of anyone’s privacy;

(b) post or transmit any material that violates any applicable law;

(c) post or transmit any material in violation of a third-party’s copyright or other intellectual property rights;

(d) post or transmit (or continue to post or transmit, or fail to delete or remove from the ASOH App) any material (including written materials and images or photographs) that we have notified you is, in our sole discretion, prohibited from being posted or transmitted (or must be deleted or removed) from the ASOH App, including with respect to both individual items of content and categories of content that are listed as prohibited for publication under the Policy Manual or other notices issued by us;

(e) post or transmit any information or software that contains a virus, worm, defect, Trojan horse or another item of a harmful, disruptive, or deleterious nature;

(f) solicit, request, or collect personal information for commercial or unlawful purposes; or

(g) impersonate or attempt to impersonate ASOH or any other individual or entity.


3.3 Security Restrictions. You also agree not to, and will not assist, encourage, or enable others to, and will take all necessary steps to ensure that others do not:

(a) restrict or inhibit any other user from using and enjoying the ASOH App (for example, by means of hacking or defacement);

(b) utilize any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of the ASOH App;

(c) record, process, or mine information about other users;

(d) reformat or frame any portion of the ASOH App;

(e) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on ASOH’s technology infrastructure or otherwise make excessive traffic demands of the ASOH App;

(f) attempt to gain unauthorized access to the ASOH App, user accounts, computer systems or networks connected to the ASOH App through hacking, password mining, or any other means;

(g) use any device, software, or routine that interferes with the proper working of the ASOH App, or otherwise attempt to interfere with the proper working of the ASOH App;

(h) use the ASOH App to violate the security of any computer network, crack passwords, or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the ASOH App; or

(i) remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the ASOH App, features that prevent or restrict the use or copying of Content or features that enforce limitations on the use of the ASOH App.


SECTION 4 OWNERSHIP OF ASOH APP; FEEDBACK


4.1 ASOH’S Intellectual Property. You acknowledge and agree that the ASOH App is provided under license, and not sold, to you. You do not acquire any right, title, or interest in the ASOH App or any other rights thereto or therein other than to access and use the ASOH App in accordance with the license granted, and subject to all terms, conditions and restrictions, under these Terms. Between you and ASOH, all right, title, or interest in or to the ASOH App, including any modifications or updates thereto (whether developed by you or by us) (“Modifications”), and any content, information (including biographical and geolocation information), data (including personal data), items, materials, software, text, displays, images, video, and audio (collectively, “Content”) provided in connection with the ASOH App (other than, with respect to Chapter Users, User Content specific to your Chapter) are reserved by ASOH. Any use of the ASOH App or any Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, or other laws. To the extent you have or acquire any right, title, or interest in the ASOH App, any Modifications, or any Content (other than, with respect to Chapter Users, User Content specific to your applicable Chapter), you hereby irrevocably assign, and agree to assign, to ASOH all right, title, and interest in and to the ASOH App, such Modifications, and such Content, including all intellectual property rights therein and agree to provide ASOH any reasonable assistance ASOH may require to document, perfect, and maintain its rights in the Feedback.


4.2 Application Content. Your use of the ASOH App is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.


4.3 Use of Content. You acknowledge and agree that all Content on the ASOH App, including, but not limited to, text, data, graphics, logos, button icons, images, audio clips, video clips, links, digital downloads, data compilations, and software is owned, controlled by, or licensed to ASOH and is protected by United States and international intellectual property or proprietary rights laws. Content on the ASOH App is made available solely for your non-commercial use in accordance with these Terms and your employment or engagement with us or your applicable Chapter and with respect to Chapter Users, the Permitted Purpose (as defined in the Chapter Agreement). These Terms may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by email or other electronic means, without the express prior written consent of ASOH in each instance.


4.4 Feedback. During the Term or otherwise, you may provide, or ASOH may solicit, input regarding the ASOH App, including comments, feedback, or suggestions regarding the possible creation, modification, configuration, correction, improvement or enhancement of the ASOH App, ASOH’s website or any of ASOH’s or ASOH’s affiliates’ products or services, or their operation, functions, or features (collectively, “Feedback”). For the consideration provided to you in the form of the right to use the ASOH App, you agree that ASOH shall own all right, title, and interest in and to the Feedback, including all intellectual property rights therein. ASOH and its affiliates will be entitled to use the Feedback without restriction. You hereby irrevocably assign, and agree to assign, to ASOH all right, title, and interest in and to the Feedback, including all intellectual property rights therein and agree to provide ASOH any reasonable assistance ASOH may require to document, perfect, and maintain its rights in the Feedback.


SECTION 5 CHAPTER AND RECIPIENT CONTENT


5.1 Responsibility for Content. You alone are responsible for the Content that you (and, in the case of Chapters, your directors, officers, employees, agents, volunteers, donors, sponsors, Recipient Users, and other Authorized Users) provide in connection with your (or their) use of the ASOH App (“User Content”). We reserve the right to access, review, track, download, and remove any User Content for any or no reason whatsoever. You represent and warrant that:


(a) you own or control all rights in and to the User Content and have the right to grant the rights granted below to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns;

(b) your User Content does not violate any rights of any person or entity; and

(c) all of your collection and use of User Content does and will comply with all applicable laws and the ASOH Privacy Policy and, in the case of Chapters, the Policy Manual.


5.2 Ownership and License of Content. In consideration of the rights to access the ASOH App granted to you hereunder, you hereby assign to ASOH all right, title, and interest in, to and under all User Content and intellectual property rights therein, which shall include the exclusive right to (a) use, copy, sublicense, adapt, transmit, reproduce, modify, create derivative works of, publicly perform, or display any User Content; (b) license to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to User Content in connection with the operations of ASOH and the ASOH Privacy Policy; and (c) provide, promote, and improve the ASOH App and to make User Content submitted to or through the ASOH App available to other chapters, organizations or individuals who partner with ASOH, including through social media. Such additional uses by ASOH, or other chapters, organizations, or individuals who partner with ASOH, may be made with no compensation paid to you with respect to the User Content that you submit, post, transmit, or otherwise make available through the ASOH App. We may modify or adapt your User Content or make changes to your User Content in our sole discretion. The foregoing rights shall include the right to exploit any intellectual property rights in such User Content, including, but not limited to, rights under copyright, trademark, service mark, or patent laws under any relevant jurisdiction. We may disclose any User Content to another party in connection with a merger, divestiture, restructuring, reorganization, dissolution, change of control, or other sale or transfer of some or all of ASOH’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding. Without limitation of any of the foregoing, effective upon the assignment to use above of your User Content, we hereby grant to you a royalty-free, revocable, nonexclusive, unrestricted, fully transferable, worldwide license to use, copy, sublicense, adapt, transmit, reproduce, modify, create derivative works of, publicly perform, or display such User Content, including in connection with the operation and promotion of your Chapter and its activities, including through social media; provided that such license shall terminate (and you shall cease all uses of such User Content) upon written notice from us or automatically upon termination of these Terms (unless and solely to the extent we expressly permit you in writing to continue using any User Content following such termination).


5.3 Monitoring and Enforcement of Content. We have the right at any time, during or after the Term to:

(a) without limitation of the license granted in Section 5.2, use User Content in connection with the operation of ASOH and its other chapters, including in furtherance of the Mission and the Permitted Purpose;

(b) remove from the ASOH App or refuse to post any User Content, in our sole discretion;

(c) modify the way in which User Content is viewed, used, utilized, or downloadable (e.g., layout, format, size);

(d) take any action with respect to any User Content that we deem necessary or appropriate, in our sole discretion, including, without limitation, if we believe that such User Content violates these Terms, infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, threatens the personal safety of users of the ASOH App or the public, or could create liability for ASOH;

(e) disclose your identity or other information if we believe disclosure is necessary or appropriate to protect the rights, property, or safety of ASOH, our applicants, recipients, employees, volunteers, donors, or sponsors, or others;

(f) take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the ASOH App or illegal User Content; or

(g) limit, terminate, or suspend your account or access to all or part of the ASOH App for any or no reason, including, without limitation, if we believe you are in violation of any applicable law, rights of others, or these Terms, you have misused the ASOH App, or your Device or use may impose risk to the ASOH App or our systems (e.g., based on the presence of viruses or other destructive code).


5.4 No Liability for User Content. We assume no obligation or liability to anyone for any action or inaction regarding (a) the transmission, communication, or distribution of any User Content, except as provided in our Privacy Policy located as of the date hereof at https://asenseofhome.org/privacy/ (the “ASOH Privacy Policy”) with respect to the storage, maintenance, or making available of any such User Content, or (b) the performance or nonperformance of the activities described in this Section 5.4.


SECTION 6 DATA; PRIVACY POLICY


6.1 Collection and Use of Data. You acknowledge and agree that when you access or use the ASOH App, or submit information to ASOH through the ASOH App, ASOH may use automatic means to collect information about your Device and about your use of the ASOH App. You also may be required to provide certain information about yourself as a condition to applying to the ASOH program or accessing or using the ASOH App or certain of its features or functionality, and the ASOH App may provide you with opportunities to share information about yourself with others, including in written or in video or audio recording form. ASOH may use third-party service providers in connection with the collection and processing of any information submitted by you to the ASOH App or otherwise collected by your use of the ASOH App. All information we (or our third-party service providers) collect through or in connection with the ASOH App, and your use of the ASOH App, is subject to the ASOH Privacy Policy, which is incorporated into these Terms by reference. By accessing or using the ASOH App or providing information to or through the ASOH App, you consent to all actions taken by us with respect to your information in compliance with the ASOH Privacy Policy, including the posting of video interviews on social media or otherwise in connection with ASOH.


6.2 Non-U.S. Data. The ASOH App is operated in the United States and is not currently intended for any person or entity located outside of the United States. If you are located in the European Union, Canada or elsewhere outside of the United States, please be aware that information we collect will be transferred to and processed in the United States. By using the ASOH App, or providing us with any information, you fully understand and unambiguously consent to this transfer, processing and storage of your information in the United States, a jurisdiction in which the privacy laws may not be as comprehensive as those in the country where you reside or are a citizen.


SECTION 7 THIRD-PARTY MATERIALS AND LINKS


7.1 Third-Party Materials. The ASOH App may display, include, or make available third-party content (including data, information, applications, and other products services and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that ASOH is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. ASOH does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and are subject to such third parties’ terms and conditions. To the extent you opt through the ASOH App to access any Third-Party Materials or for ASOH to share your data or Content with any third-party operator of Third-Party Materials, you hereby consent to us sharing such data or Content to the extent reasonably required to accommodate your request.


7.2 Links. If the ASOH App contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the ASOH App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.


SECTION 8 UPDATES; SUPPORT


8.1 Updates to the ASOH App. ASOH may from time to time, in its sole discretion, develop and implement with ASOH App updates, which may include upgrades, bug fixes, patches and other error corrections or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that ASOH has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree not to circumvent any Updates and agree to use only the most updated version of the ASOH App as made available by ASOH, in its sole discretion. You further agree that all Updates will be deemed part of the ASOH App and be subject to all terms and conditions of these Terms.


8.2 Help Desk Support. We will use commercially reasonable efforts to correct any ASOH App failures or issues and to support your use of the ASOH App. We will prioritize such support services based upon the severity of the event for which support is requested. We will use commercially reasonable efforts to provide you with support in accordance with the availability and method of support provided on the “Support” page in the ASOH App.


SECTION 9 TERM AND TERMINATION


9.1 Term. The term of these Terms shall begin on the date that you first access or use the ASOH App and shall continue until (a) for a Chapter, the expiration or termination of the applicable Chapter Agreement and (b) for all other Authorized Users, until the expiration or termination of the Chapter Agreement applicable to the Chapter with which you are affiliated, employed, or otherwise contracted with, in each case, unless sooner terminated pursuant to these Terms (the “Term”).


9.2 Termination. Without limitation of ASOH’s right to limit, terminate, or suspend your account or access to all or part of the ASOH App for any or no reason in accordance with Section 5.3(g), ASOH may terminate these Terms at any time without notice if it ceases to support the ASOH App, which it may do, in its sole discretion. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms. Upon expiration or termination of these Terms, (a) all rights granted to you under these Terms will also terminate; and (b) you must cease all use of the ASOH App and delete all copies of the ASOH App from your Device and account. Termination will not limit any of ASOH’s rights or remedies at law or in equity.


9.3 Survival. This Section 9 and Section 1.3, Section 4, Section 5, Section 10 Section 11, Section 12, Section 14, Section 15, and Section 16 shall survive expiration or termination of these Terms.


SECTION 10 CONFIDENTIALITY


10.1 Confidential Information. “Confidential Information” means the ASOH App and all information relating to the ASOH App, including Content, documentation, executable code, object code, source code, other computer code, functionality, ideas, trade secrets, know-how, databases, and any information related to the ASOH App that is not publicly known, including these Terms and their subject matter, together with any summaries, declarations, extracts, analysis, compilations, studies, or other documents or records that contain, reflect, or are generated from such information.


10.2 Standard of Care. Subject to Section 10.3 herein, Confidential Information is a valuable asset of ASOH and its affiliates. You shall, and, in the case of Chapters, shall cause your directors, officers, employees, agents, volunteers, donors, and sponsors to, will treat all Confidential Information as strictly confidential and to use protections at least equal to those used by you to protect your own confidential or sensitive information and in no event less than reasonable protections.


10.3 Exclusions. Confidential Information shall not include information that you can demonstrate was publicly known prior to your receipt, or becomes publicly known after your receipt without your fault.


10.4 Uses and Restrictions. You shall, and, in the case of Chapters, shall cause your directors, officers, employees, agents, volunteers, donors, and sponsors to, (a) use Confidential Information only as expressly permitted herein; (b) obtain prior express written consent of us before disclosing Confidential Information other than, with respect to the Chapter with which you are affiliated, employed, or otherwise contracted with, to employees, in-house and outside legal counsel, accountants, insurers, or board members who may require the information in connection with your Chapter’s performance of these Terms; (c) not reproduce, or permit to be reproduced, any computer code or document in human-readable or any other form containing Confidential Information, except as permitted by these Terms; and (d) promptly upon the end of the Term or earlier termination of these Terms delete the ASOH App from all of your systems (to the extent ASOH has expressly agreed to a localized installation of the ASOH App) and return all documents and other materials, regardless of ownership, embodying, or resulting from the use of, any Confidential Information.


10.5 Disclosure Required by Law. Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by applicable law or court order by a court or authority of competent jurisdiction. In such event, (a) the disclosure shall extend only to information whose disclosure is so required; (b) you shall (to the extent permitted by applicable law) promptly and before disclosure notify us of the proposed disclosure; and (c) you shall use best efforts to seek from the applicable court or authority confidential treatment of the Confidential Information to be disclosed and an opportunity for us to seek further limitation of the disclosure by petitioning such court or authority. No information shall be divested of its status as Confidential Information by virtue of disclosure per se pursuant to this Section 10.5.


SECTION 11 INDEMNIFICATION


You shall indemnify and hold harmless ASOH from any and all damages, injuries, liabilities, and expenses that ASOH, its parent, subsidiary, affiliated, or related entities, or its or their directors, officers, employees, or other agents may incur, including attorneys’ fees or other legal expenses, arising directly or indirectly from (a) any breach of these Terms, the ASOH Privacy Policy or any data privacy laws, or your access to or use of the ASOH App, in each case, by you, your affiliate, or, in the case of Chapters, your directors, officers, employees, agents, volunteers, donors, and sponsors (whether or not acting within the scope of employment, agency, or contract); or (b) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Except with respect to claims against ASOH by you, ASOH shall have sole control of the defense of any claim related to the foregoing and all related settlement negotiations, and you shall fully cooperate with such defense; provided that ASOH shall not settle any claim on behalf of you without your prior consent, which consent shall not be unreasonably withheld, conditioned, or delayed.


SECTION 12 WARRANTY DISCLAIMER


12.1 No Guarantees by ASOH. You understand that we cannot and do not guarantee or warrant that the ASOH App or any Content provided in connection with the ASOH App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the ASOH App for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICES, EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE, ACCESS, OR DOWNLOADING OF THE ASOH APP, ANY CONTENT, OR ANY WEBSITE LINKED TO IT.


12.2 No Warranties. THE ASOH APP IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ASOH, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ASOH APP, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ASOH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE ASOH APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, DEVICES, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


SECTION 13 LIMITATION OF LIABILITY


13.1 Exclusions. IN NO EVENT WILL WE BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE ASOH APP, ANY WEBSITES LINKED TO THE ASOH APP, OR ANY CONTENT PROVIDED IN CONNECTION WITH THE ASOH APP OR SUCH OTHER WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES OR ANY THIRD-PARTY SITE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE SITE.


13.2 Limitation of Liability. TO THE EXTENT THE FOREGOING IS UNENFORCEABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, COSTS, LOSSES, AND CAUSES OF ACTION IN THE AGGREGATE (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY) AND WHETHER OR NOT WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OR THE POSSIBILITY OF SUCH DAMAGE ARISING FROM THESE TERMS, INCLUDING OUR PRIVACY POLICY, OR USE OF ANY SERVICE EXCEED, IN THE AGGREGATE, ONE MILLION DOLLARS ($1,000,000). THE FOREGOING DOES NOT AFFECT ANY LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.


SECTION 14 INJUNCTIVE RELIEF


Chapter hereby understands that the obligations of Chapter set forth in these Terms are unique and special and that the breach thereof by ASOH will cause irreparable harm to ASOH. Upon breach of these Terms by Chapter, ASOH shall be entitled to specific performance and injunctive relief in any court of competent jurisdiction without the need to post bond or other security or to prove irreparable harm.


SECTION 15 CHOICE OF LAW AND VENUE


15.1 Arbitration. In the event of a dispute between you and us regarding these Terms, you and we will submit the dispute to final and binding arbitration conducted by the American Arbitration Association or its successor, or another arbitrator mutually agreed upon by us and you.


15.2 Governing Law. These Terms shall be governed by the laws of the State of California, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of California. Any action seeking to enforce any arbitral award related to any provision of these Terms shall be brought exclusively in the state courts of California or the United States District Court for the Central District of California (or any applicable appellate courts thereof).


SECTION 16 GENERAL TERMS


16.1 No Assignment. You hereby acknowledge that these Terms and the licenses granted to you herein are personal to you. These Terms and the related rights and obligations, including any license granted herein, may not be sold, assigned, delegated, or otherwise transferred or encumbered, in whole or in part, without the prior written consent of ASOH. Any such purposed assignment, pledge or transfer by you without such prior written consent from ASOH shall be void ab initio. No assignment by you shall relieve you of your obligations or any liability hereunder.


16.2 No Waiver. Our waiver of, or failure to complain of, any act, omission, breach, or default on your part, no matter how long the same may continue or how many times such shall occur, shall not be deemed a waiver of our rights, or of any similar future act, omission or default under these Terms.


16.3 Invalidity; Severability. If any term, covenant, condition or provision of these Terms or the application thereof to any person or entity or circumstance, shall to any extent be held invalid or unenforceable, the remainder of these Terms or the application of such term, covenant, condition, or provision to any person or entity or circumstance, other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each other term, covenant, condition or provision of these Terms shall be valid and shall be enforced to the fullest extent provided by law.


16.4 Incorporation of Additional Terms. Additional terms and conditions may also apply to specific portions, services, transactions, or features of the ASOH Apps. All such additional terms and conditions of which we provide notice to you (“Additional Terms”) are hereby incorporated by this reference into these Terms.


16.5 Section Headings. The section headings in these Terms are inserted merely for convenience, are not a part of these Terms, and shall not affect the rights and obligations hereunder or the meaning of the language in these Terms.


16.6 Entire Agreement. These Terms, together with the applicable Chapter Agreement, the ASOH Privacy Policy, and any Additional Terms set forth the entire understanding between us and you relating to the subject matter contained herein, and all prior discussions and writings between us and you with respect thereto are superseded by these Terms.


Go Home Page

2022 © Asense of home.