Last updated: March 31, 2022
Thank you for your interest in using the COMPASS™ customer portal operated by ALOM Technologies Corporation (“ALOM”). These Terms and Conditions (“Terms”) govern your use of the COMPASS™ customer portal (the “Portal”) and the related services.
PLEASE READ THESE TERMS CAREFULLY. BY CLICKING AN ACCEPTANCE BUTTON, ACTIVATING OR OTHERWISE USING THE PORTAL, AND THE RELATED SERVICES PROVIDED BY ALOM VIA THE PORTAL, YOU AGREE TO BE BOUND CONTRACTUALLY BY THESE TERMS AND ACKNOWLEDGE THAT THESE TERMS ARE ENFORCEABLE AS A WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS, ACTIVATE OR OTHERWISE USE THE PORTAL OR THE RELATED SERVICES.
The parties to these Terms are ALOM Technologies Corporation and “you” (i.e., the person or legal entity activating or otherwise using the Portal or the related Services). All references to “ALOM”, “us”, “we”, or “our” shall mean ALOM Technologies Corporation, and any of its subsidiaries or Affiliates. All references to “you”, “your”, or “User” shall be construed to mean you and all of your employees and agents who you allow to be users of the Portal or the related Services. If you are using the Portal or the related Services on behalf of a corporation, limited liability company, partnership, or other business entity or organization, then “you” shall include that business entity or organization and any individuals associated therewith, you are agreeing to these Terms on behalf of your organization and representing that you are authorized to do so. If you are using the Portal on behalf of a business entity or other organization, you are nevertheless individually bound by these Terms even if your organization has a separate agreement with ALOM.
- Definitions. The following defined terms are used in these Terms:
- “Affiliate” means an entity that directly or indirectly owns or controls, is directly or indirectly owned or controlled by or is directly or indirectly under common ownership or control with another entity. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of more than 50% of the voting equity securities or other equivalent voting interests of an entity.
- Customer Agreement” means the separate customer agreement between the Parties that governs all products and services (other than this Portal) that ALOM shall provide to customer.
- “Customer Data” means User Generated Content and other data and information uploaded to the Portal by ALOM at your direction or pursuant to the Customer Agreement. Customer Data excludes any data that has been anonymized or aggregated with data about other users in such a way that neither you nor any other user is identified.
- “Parties” mean, collectively, ALOM and you.
- “Services” mean, individually and collectively, access to and use of the ALOM’s proprietary software-as-a-service Portal, and any other services offered to you.
- “Specifications” means any manuals, instructions, or other documents or materials that ALOM provides or makes available to you in any form or medium and which describe the functionality, components, features, or requirements of the Portal or Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
- “Term” means the period during which we agree to provide the Services to you as set forth on the Portal or in writing through the related Services, unless we terminate your use of the Portal or the related Services earlier in accordance with these Terms.
- “User Generated Content” means all data and information submitted to the Services via the Portal by Users.
- Changes to Terms. We reserve the right to modify or replace these Terms, from time to time in our sole discretion for any reason. For example, we may need to reflect changes in the law or updates in how the Portal works. If we make material changes to these Terms, such changes will be effective only after we communicate with you via the contact information you provided (or through other means) and give you an opportunity to review and accept or reject the updated Terms. All other changes to these Terms will be effective immediately and incorporated into these Terms. Your continued use of the Portal or the related Services following a change in these Terms represents your consent to the new Terms to the fullest extent permitted by law. We will provide appropriate notice of any changes in these Terms, but also encourage you to periodically review them.
- Eligibility and Conditions. You are eligible to use or access the Portal or the related Services only if you: (a) have Internet service and an Internet email address, (b) receive an invitation from us or from your designated customer account administrator to create your User account (“Account”) on the Portal, and (c) consent to these Terms as provided herein. You shall be the end user of any related Services and shall not resell or re-subscribe them or allow them to be used by a third party.
- Term, Suspension and Termination. These Terms shall be effective beginning on the effective date of the separate Customer Agreement between the Parties and it shall continue thereafter for the Term, unless earlier terminated as described below. We may suspend or terminate your access to the Portal or any portion of the Portal without notice to you, and without liability, if (a) we discontinue or materially modify the Portal or any Service offered on or through the Portal, (b) in the event of unexpected technical issues or problems, (c) you fail to remain eligible for the Services as described in Section 3 above, (d) you fail to make any payments due under the Customer Agreement or otherwise violate the terms of these Terms or any other agreement between you and us, (e) you use the Portal for an unlawful purpose, or (f) your use of the Portal (x) harms or interferes with our systems or network, (y) violates privacy or intellectual property rights, or (z) publishes or disseminates threatening, obscene or offensive material. Upon termination for any reason, you are responsible for the payment of all fees and charges. If we reinstate your Services in our sole discretion, we may require several days to complete the reinstatement and may charge you a reinstatement fee. Notwithstanding anything else contained in these Terms, we reserve the right to terminate these Terms and the Services for any other reason, without cause and without any liability, upon thirty (30) days advance written notice to you, provided that in such event we shall refund to you any unused Services fees on a pro-rated basis.
- Fees and Payment. The fees payable for Services are governed by the Customer Agreement between the Parties, if any, and include the use of the Portal. No additional fees will be collected for the use of the Portal.
- License to Access Portal and Use Services. The Portal is licensed, not sold, to you under these Terms. Subject to these Terms including, without limitation, the above eligibility requirements, and contingent on your payment in full of the relevant fees for the Services, ALOM grants you a non-transferable, non-exclusive, non-assignable, revocable, limited right (without right of sublicense) to access the Services (including the Portal), the content provided or made available through the Portal by or on behalf of ALOM (including, without limitation, text, graphics, legends, customized graphics, original photographs, data, images, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement and presentation of this material, but excluding Customer Data) (the “ALOM Content”) and related documentation provided or made available to you by or on behalf of ALOM (“Documentation”) solely for your own internal business purposes. The license and rights granted herein do not grant you any right to any enhancement or update to or support for the Services. You agree and understand that the Portal may be modified by ALOM, in its sole discretion, at any time without prior notice. Any enhancements or modifications to the Portal or the materials available on or through the Portal, as well as any new features or materials added to the Services after your initial access to them, shall be subject to these Terms (unless any such modified or new feature or material is accompanied by a separate agreement).
- Use Restrictions. You agree not to access (or attempt to access) the Services (including the Portal) by any means other than through the interfaces we provide, unless you have been specifically allowed to do so in a separate agreement signed by us. You agree not to access (or attempt to access) the Services (including the Portal) through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in the Specifications for the Services (including the Portal). You agree to use the Services in strict compliance with all applicable laws, rulings and regulations and shall take no action which would cause ALOM to be in violation of any laws, rulings or regulations. You agree not to:
- resell or copy or otherwise exploit the Services (including the Portal) for any commercial purpose other than as expressly permitted herein for internal business purposes;
- modify or make derivative works based on the Portal or the Services;
- remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof;
- share or otherwise distribute any information about the operation of the Services to any third parties;
- bypass or circumvent measures we may use to prevent, interfere or limit access to the Services;
- use the Services to access the accounts of any other users or to intercept, collect or store personal information about other users or their customers;
- decompile, disassemble or reverse engineer any of the software or content used in any part of the Services or the Portal;
- take or permit any actions that you know or reasonably ought to know may overload or crash the Services or any ALOM server or network;
- engage in excessively high volume data transfers or bandwidth use, including, without limitation, by hosting a webserver, Internet relay, chat server or any other server via any use of the Services;
- “frame” or “mirror” the Portal or the Services on any other server or Internet-enabled device unless specifically authorized in writing by us;
- access or use the Portal or the Services to create a competing solution to the Portal or the Services;
- use the Services to infringe the copyrights or intellectual property rights of others;
- use, or encourage, promote, facilitate or instruct others to use the Services or the Portal for any illegal, harmful or offensive purpose, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive;
- use the Services or the Portal to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, including utilizing framing techniques to enclose any portion or aspect of the content;
- knowingly attempt to infect or assist others to infect, any aspect of the Services with viruses, worms, Trojan horses, spyware or any other illicit or malicious code; or
- use the Services or the Portal directly or indirectly to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail, SMS or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You may not alter or obscure mail or message headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another Internet service provider if those messages violate these Terms or the acceptable use policy of that provider.
- Ownership of Intellectual Property Rights in Services. We and/or our third party service providers own all of the intellectual property rights relating to the Services, including, but not limited to, copyrights, patents, trademarks, trade secrets and other rights relating to the Services (including the Portal and any content relating to your use of the Services) protected under United States laws and international treaties.
- Ownership of Your Data; Deletion of Your Data. As between you and ALOM, you will own Customer Data. By agreeing to these Terms or making use of the Services to store or handle any Customer Data, you represent to us that in doing so you are not violating any intellectual property interest of any other person or entity, including without limitation, any laws of any jurisdiction to which Customer Data may be subject. The foregoing notwithstanding, upon termination of your use of the Services, we will have the right, in our sole discretion, to delete or otherwise destroy Customer Data and any content relating to your use of the Services residing on our servers, backups and storage devices.
- Trademarks. ALOM, the ALOM logo, and COMPASS™ are registered and unregistered trademarks of ALOM. All other trademarks appearing on the Portal are the registered and unregistered trademarks of their respective holders. You may not use any trademark or service mark appearing on the Portal without the prior written consent of ALOM or the owner of the mark.
- Feedback. If you choose to provide technical, business or other feedback to ALOM concerning the Portal or the related Services or any ALOM products or services (collectively, “Feedback”), ALOM will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You irrevocably assign to us all right, title, and interest in and to the Feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Feedback. By submitting Feedback, you represent and warrant to ALOM that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You understand and agree that the incorporation by ALOM of Feedback into any of its products or services does not grant you any proprietary rights therein.
- User Accounts. You agree that it is your sole responsibility to safeguard all usernames and passwords and other access credentials for your personnel who have access to the Services and to limit access to your authorized personnel. You agree to accept responsibility for all activities that occur using your usernames or passwords. You are required to establish Account logins for your personnel in accordance with ALOM’s policies including, if required, providing the legal full name, valid email address, and any other information requested for each person for whom a login is created. If we believe that your information is incorrect or incomplete or that a security breach relating to your Account has occurred or is likely to occur, we may prevent you from accessing the Portal, terminate or suspend your Account on the Portal, or otherwise limit or restrict your access to the Services. If you believe that the security of such access credentials has been compromised, you agree to notify us immediately and to cooperate in the resetting of any such access credentials. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. We are not responsible for any loss cause by unauthorized use of or access to your account; however, you may be liable for any losses we or others suffer because of the unauthorized use.
- Disclaimer of Warranties.
- EXCEPT TO THE EXTENT AS SET FORTH IN A SEPARATE CUSTOMER AGREEMENT, THE SERVICES, INCLUDING THE PORTAL, ALOM CONTENT AND DOCUMENTATION ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS”, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES, ALOM CONTENT AND DOCUMENTATION IS WITH YOU. ALL WARRANTIES WITH RESPECT TO THE SERVICES, ALOM CONTENT AND DOCUMENTATION, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR LACK OF VIRUSES OR ERRORS ARE DISCLAIMED. NO INFORMATION CONVEYED BY THE SERVICES EITHER ORALLY OR IN WRITING SHALL CREATE SUCH A WARRANTY. ALOM ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE INFORMATION OR ADVICE POSTED IN ANY PART OF THE SERVICES INCLUDING, WITHOUT LIMITATION, CUSTOMER DATA OR ANY OTHER INFORMATION OR ADVICE INCLUDED OR POSTED ON THE PORTAL OR ON ANY FORUM, BLOG, OR APPLICATION. WE DISCLAIM WARRANTIES IN THIS SECTION ONLY TO THE EXTENT PERMITTED BY LAW.
- ALOM and its suppliers make no guarantees and disclaim all warranties and representations about the Services’ accuracy, relevance, timeliness or completeness, and do not warrant that the Services will meet your requirements in any respect, operate securely or be available at all times, or that the operation of the Services will be uninterrupted or error-free, or that defects or errors in the Services or nonconformity to its Documentation can or will be corrected.
- The Portal and the related Services are provided over the Internet and mobile networks and so the quality and availability of the Portal or the related Services may be affected by factors beyond ALOM’s control. Moreover, ALOM is not responsible for the availability or unavailability of the Portal, the related Services or information therefrom due to interruption of service, difficulty or inability to download or access content, any bug or virus, or any communication system failure or any factors beyond ALOM’s control.
- We do not represent or warrant that any version of the Portal, the related Services, or any portion thereof, will be compatible with any hardware or software versions or applications (including any future versions or updates of your phone, tablet, computer or its operating system) or provide the same functionality that is provided by the current version of the Portal or the related Services. The Portal or the related Services may not be compatible with your hardware or software versions or applications (including any specific versions of your phone, tablet, computer, or its specific operating system). ALOM does not undertake any obligation to provide the Portal or related Services to you in a way that is compatible with your or any third-party hardware or software.
- Limitation of Liability. You and ALOM acknowledge and agree that the limitations of liability as set forth in the applicable Customer Agreement are a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. Customer acknowledges and agrees that the limitations of liability set forth in the applicable Customer Agreement apply to Customer’s use of the Services, including the Portal.
- Indemnification. You shall indemnify, defend and hold ALOM and its respective officers, directors, agents and employees harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from your access to, use of, or inability to access or use the Services or your breach or violation of any representation, warranty or obligation under these Terms, including any and all liability caused by (i) defects, deficiencies, imperfections and/or unintended data in the materials you supply to ALOM; (ii) the contents being unlawful and/or infringing on any patent, copyright, trade name, service mark, proprietary right or intellectual property rights of any other third party; and (iii) the contents being unlawful to import, distribute, use, or own in the receiving country or location, to the fullest extent allowed by applicable law.
- Government Use/Export Control. The Portal and the related Services are commercial computer software under DFARS Section 217.7202, the Defense Federal Acquisition Regulations Supplement (codified under Chapter 2 in Title 48, Code of Federal Regulations). The accompanying documentation (if any) is commercial-computer-software documentation under FAR Section 12.212, the Federal Acquisition Regulations (codified in Title 48 of the United States Code of Federal Regulations). Any use, modification, reproduction, release, performance, display, or disclosure of the Portal and accompanying documentation by the United States Government is governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms.
- Notifications. The Services will send you e-mails and/or text messages regarding your Account and the Services from time to time. Some notifications may be mandatory as a condition of your use of the Services and in some instances are required by federal regulation. If you fail to check your e-mail or text messages or if you deactivate your specific e-mail account or wireless phone number, you may miss important information regarding your Account or the Services. Notifications from the Portal may be delayed and are not accurate up to the second they are sent. Therefore, you are responsible for monitoring your Account on the Portal at all times. Notifications will never include your password, but may include your name and information. ALOM shall not be liable for any delays, failure to deliver, or misdirected delivery of any notifications; for any errors in the content of a notification; or for any actions taken or not taken by you or any third party in reliance of a notification. Please email us at [email protected] if you have any questions about the Portal or Services or about these Terms of Service.
- Force Majeure. Our obligations hereunder shall be suspended while and to the extent that we are prevented from complying herewith in whole or in part by any event beyond our reasonable control, which for purposes of these Terms shall include, without limitation, acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes or any other similar event or cause.
- Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law, except to the extent preempted by federal law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Venue for any legal action arising out of or relating to this agreement shall be exclusively the Federal or State courts located in Alameda, California. The parties consent to the jurisdiction of such courts.
- WAIVER OF JURY TRIAL. YOU AND ALOM UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THESE TERMS OR FROM ANY SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING FOR ANY SUCH SERVICES). IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.
- Relationship of the Parties. The relationship between the parties to these Terms is and shall be that of independent contractors. The parties expressly acknowledge that nothing in these Terms shall be construed to create or imply a partnership, joint venture, agency relationship or contract of employment. Neither Party shall have the authority to make any statement, representation nor commitment of any kind, or to take any action that shall be binding on the other Party except as authorized in writing by the Party to be bound.
- Miscellaneous. These Terms constitute the entire agreement between you and ALOM with regard to your use of the Portal. Except as expressly permitted by these Terms, these Terms may be amended only by mutual written agreement of authorized representatives of both you and ALOM. If any part of these Terms is determined to be invalid or unenforceable for any reason under relevant law, then that part will be deemed replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remaining Terms will continue in full force and effect. ALOM’s failure to enforce strict performance of any part of these Terms does not waive any of our rights. We may assign our rights and duties under these Terms to any Party at any time without your consent. Expiration or termination of the Term will not affect accrued rights, indemnities, existing commitments or any contractual provision intended to survive termination.