Terms of Use

Last modified: June 27, 2018

Acceptance of the Terms of Use

These terms of use are entered into by and between You, the Licensee and Alley Data, LLC. (“Company”, “Alley”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the software-as-a-service offering provided through and located at the URL www.alleydatallc.com, including any content, functionality and services offered on or through the offering (the “Software”), whether as a licensee of Company’s Software (“Licensee”), guest, or a registered/authorized user.

Please read the Terms of Use carefully before you start to use the Software. By using the Software or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at Privacy Policy and incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Software.

The Software is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Software, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Software.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Software thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted to or through the Software.

Your continued use of the Software following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Software so you are aware of any changes, as they are binding on you.

Accessing the Software and Account Security

We reserve the right to withdraw or amend the Software, and any service or material we provide through the Software, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Software is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Software, or the entire Software, to users, including registered users.

You are responsible for:

Making all arrangements necessary for you, or, if a Licensee, your users, to have access to the Software.
Ensuring that all persons who access the Software through your internet connection are aware of these Terms of Use and comply with them.

To access the Software or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Software that all the information you provide on the Software is correct, current and complete. You agree that all information you provide to register with the Software or otherwise, including but not limited to through the use of any interactive features of the Software, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Software or portions of it using your user name, password or other security information, unless you are the Licensee providing access to an authorized end-user-customer. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session.

We have the right to disable 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, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Software and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit Licensee guests and authorized users to use the Software for personal, non-commercial use only, and permit Licensees to use the Software for purposes set forth in and subject to the terms and conditions of a license agreement entered into between Licensee and Company (or its authorized agents or resellers). You must not reproduce, distribute, modify, alter, change, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material shown or displayed in or through the Software, except as follows:

Licensee’s computers may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
Licensees may store files that are automatically cached by its Web browser for display enhancement purposes.

You must not:

Modify, alter or otherwise make changes to copies of any materials from or in the Software.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Software.

Except as Licensees may be permitted under a license agreement with Company, you must not access or use for any commercial purposes any part of the Software or any services or materials available through the Software.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Software in breach of the Terms of Use, your right to use the Software will cease immediately and you must, at our option, return or destroy any copies of the materials you have made (without limiting any other remedies available to us). No right, title or interest in or to the Software or any content in or from the Software is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of or access provided to the Software not expressly permitted by these Terms of Use or a separate license agreement with the Company is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in or from the Software are the trademarks of their respective owners.

Prohibited Uses

You may use the Software only for lawful purposes and in accordance with these Terms of Use and the terms of any license agreement entered into with Company by you. You agree not to use the Software:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm the Company or any other user or third party in any way.
To engage in any other conduct that restricts or inhibits anyone's use of the Software, or which, as determined by us, may harm the Company or users of the Software or expose them to liability.

Additionally, you agree not to:

Use the Software in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Software, including their ability to engage in real time activities through the Software.
Use any robot, spider or other automatic device, process or means to access the Software for any purpose, including monitoring or copying any of the material in or from the Software.
Use any manual process to monitor or copy any of the material in or from the Software or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Software.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Software, the server on which the Software is stored and from which the Software is accessed, or any server, computer or database connected to the Software.
Attack the Software via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Software.

Reliance on Information Posted

The information presented in or from the Software is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Software, or by anyone who may be informed of any of its contents.

The Software may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, advertisers, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Software

We may update the content on the Software from time to time, but its content is not necessarily complete or up-to-date. Any of the material in or from the Software may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Use of the Software

All information we collect through or from the Software is subject to our Privacy Policy. By using the Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Other Terms of Use

Additional terms and conditions may also apply to specific portions, services or features of the Software. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Links from the Software

If the Software 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, in or through the Software, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Software is based in the state of Ohio in the United States. We provide the Software for use only by persons located in the United States. We make no claims that the Software or any of its content is accessible or appropriate outside of the United States. Access to the Software may not be legal by certain persons or in certain countries. If you access the Software from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

YOUR USE OF THE SOFTWARE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED FROM OR THROUGH THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED FROM OR THROUGH THE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SOFTWARE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED FROM OR THROUGH THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED FROM OR THROUGH THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

THE COMPANY DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SOFTWARE. THE OPERATION OF THE SOFTWARE MAY AT TIMES BE INTERFERED WITH THROUGH NO FAULT OF OUR OWN.

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SOFTWARE, ANY WEBSITES LINKED TO, FROM OR THROUGH IT, ANY CONTENT OR APPLICATIONS IN OR FROM THE SOFTWARE OR SUCH WEBSITES OR ANY SERVICES OR ITEMS OBTAINED FROM OR THROUGH THE SOFTWARE OR SUCH WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, 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.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or otherwise from your use of the Software, including, but not limited to, any use of the Software's content, applications, functionality, services and products other than as expressly authorized in these Terms of Use (or an applicable license agreement between you and the Company) or your use of any information obtained from the Software.

Governing Law and Jurisdiction

All matters relating to the Software and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Columbus and County of Franklin although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use (or an applicable license agreement between the Company and you) in your country, state, city or county of residence or principal place of business or any other relevant location. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy and any applicable license agreement between a Licensee and Company constitute the sole and entire agreement between you and Alley with respect to the Software and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Software.

Software Operation

The Software is operated by Logiciel Technology, LLC, with its principal place of business at 81 Mill Street, Gahanna, OH 43230, (614) 410-6739, support@logicieltechnology.com.