Atlas Terms of Service
Please read these Terms of Service (“Terms”) for Atlas Technology Solutions Inc. Platform and other services (defined below) that we intend to provide to you, the Client (“Client”, “you” or “your”). Each separate Terms shall apply to you in total and shall be identified below. In reviewing these Terms and accessing the Site or Platform or availing yourself of our Services, you agree to and accept these individual Terms of Service as an agreement with us, Atlas Technology Solutions, Inc. (“Atlas”, “us”, “we” or “our”) or the appropriate local affiliate or subsidiary. If needed, Client and Atlas are collectively referred to herein as the “Parties” and each individually as a “Party”.
Atlas may, in its sole discretion, revise, amend, modify or delete portions of these Terms or other notices at any time without notice to you. Updated versions will be put on our website. It is at all times your responsibility to read the most current version of these Terms. Your continued use of the Site or Atlas’ Services constitutes your acceptance of any revisions, amendments, modifications or deletions to these Terms.
Atlas Website Terms of Service
Atlas, and its global subsidiaries and affiliates, operate certain websites and webpages, including www.atlashxm.com and its affiliated websites and webpages (collectively, the “Site”).
By accessing or using the Site in any way, you unconditionally accept the following Site Terms, on your behalf or on behalf of the entity that you represent, as the legally binding terms for any type of access and use of the Site in any form. You agree that you shall comply with all applicable laws, rules, and regulations by accessing, browsing, reviewing, or in any other way using the Site. The Site may contain additional notices, the terms and conditions which must also be observed and followed.
1) LICENSE AND RESTRICTIONS ON USE
Subject to your ongoing compliance with these Site Terms, Atlas hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, freely revocable license to access and use the Site solely for your personal, non-commercial and lawful purposes, provided that we maintain all copyright, trademark and other intellectual property therein. All other rights are hereby also expressly reserved.
You shall comply with these Site Terms and shall not: (i) archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works of, offer for sale, or use, any content or information contained in or obtained from or through the Site; (ii) delete the copyright or other proprietary rights notices from the Site; (iii) circumvent, remove, alter, deactivate, degrade or thwart any of the content or other protections enabled on the Site; (iv) use any robot, spider, scraper or other automated means to access the Site; (v) decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site, if applicable; (vi) insert any code or product or manipulate the Site in any way; (vii) use any data mining, data gathering or extraction method; (viii) upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Site, if applicable, including any software viruses or any other computer code, files or programs; (ix) remove, modify, disable, block, impair, or obscure any advertising in connection with the Site; or (x) use or encourage the use of the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.
Atlas shall have the right to alter, suspend or discontinue the Site or your access to or use of the Site at any time for any reason without notice or liability to you or any third party.
2) THIRD PARTY SITES
Atlas makes no representations whatsoever about any third-party content accessible through the Site, if applicable. When you access non-Atlas content, note that it is independent from Atlas, and that Atlas has no control over the content on that website, even if we provide information or services to the owner of that website. In addition, a link to a non-Atlas website does not mean that Atlas endorses or accepts any responsibility for the content or the use of such website. Atlas disclaims any and all liability and responsibility for such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
3) COPYRIGHTS AND USE OF SITE CONTENT
The copyright in all materials, features and functionality on the Site, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, "Content"), is the exclusive property of Atlas or its licensors and is protected by U.S. and international laws. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Atlas or the copyright owner in each instance. You shall not "mirror" or "frame" any Content or the Site itself, in whole or in part, without Atlas's express written permission. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All rights not expressly granted are hereby reserved. You shall be solely responsible for ensuring that any information or Content obtained from the Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage your systems, software, data or operations.
The trademarks, service marks, logos and trade names (the "Trademarks") used and displayed on the Site, including, but not limited to, Atlas®, are registered and unregistered Trademarks of Atlas. Other trademarks, service marks, logos and trade names may be owned by others. Nothing on the Site should be construed as granting any license or right to use any Trademark or any other Atlas intellectual property displayed on the Site. The trademark and trade name Atlas® and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of Content on the Site, without prior written permission from Atlas and you shall not refer to or attribute any information to Atlas or its licensors in any public medium for promotional or advertising purposes, or otherwise, or for the purpose of influencing a third party. Atlas also prohibits use of Atlas® and any other Trademarks as part of a link to or from any site unless establishment of such a link is approved in advance by Atlas in writing.
5) NO SERVICES
The information on the Site and its Content does under no circumstances constitute the rendering of any legal, accounting, tax, career or any other advice or services.
6) DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ALL CONTENT THEREIN, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ATLAS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, ATLAS DOES NOT REPRESENT OR WARRANT THAT: (1) THE INFORMATION ON THE SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THE SITE SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS SHALL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
7) EXCLUSION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL ATLAS OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE INFORMATION, CONTENT, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED OR CONTAINED ON THE SITE OR OTHERWISE OBTAINED FROM OR ARISING OUT OF YOUR USE OF THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ATLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD.
You shall indemnify, defend, and hold harmless Atlas and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the "Atlas Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by any or all the Atlas Indemnified Parties in connection with any claim arising out of or relating to: (i) your access to or use of the Site, or (ii) any breach by you of these Site Terms or the representations, warranties, and covenants you have made by agreeing to these Site Terms. Moreover, you shall cooperate as fully in the defense of any such claim.
9) ENFORCEMENT OF TERMS
The Site Terms are governed and interpreted pursuant to the laws of the State of Delaware, United States of America, notwithstanding any principles of conflicts of law. You agree and expressly consent to the exercise of personal jurisdiction in the State of Delaware and the courts there in connection with any dispute or claim involving Atlas in relation to the Site or any issues with the Site. If any part of these Site Terms is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
10) ENTIRE AGREEMENT
These Site Terms constitute the entire agreement between you and Atlas with respect to the subject matter of these Site Terms and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter. Any waiver of any provision of these Terms shall be effective only if in writing and signed by Atlas. Any failure to enforce any provision of these Terms shall not constitute a waiver of a future breach of that or any other provision of these Terms.
Atlas Platform Terms of Service
1) The Platform
Atlas provides you, as our Client, access to our Platform to provide the various Services that you have subscribed to and agreed to use. These Platform Terms of Service (“Platform Terms”) establish Atlas’s expectations of you, as our Client, as a user of the Platform.
These Platform Terms set forth the general terms and conditions under which Atlas grants Client and Client acquires access to and user right for the material, information, content, documents, functionalities, features or other works of authorship (such as software programs and codes, reports, country insights and analytics, and similar works) offered by Atlas on our Platform (collectively the “Material”) during the subscription term that Client has selected. The Platform Terms shall apply to any kind of use of the Atlas Platform, including the Insights & Analytics module and the Material. All fees, charges, and the scope of the Material will be contained within the Atlas Platform, specifically the Insights & Analytics module. Under no circumstances will Atlas be obligated to make available or deliver any Material other than in accordance with applicable country, province or local laws.
Atlas will only offer access to the Material listed in these Platform Terms. Atlas will not, and will not be deemed to, provide any other access or services, other than those which are expressly stated herein. Client acknowledges and understands that Atlas will not and cannot make, without limitation, any strategic, operational or other business-related decisions with regard to Client’s business. Such decisions, including their implementation, will be the exclusive responsibility of Client, and Atlas will bear no responsibility or liability.
3) Client Obligations and Rights
Business Operations. You will oversee all aspects of your operation of your business, including, but not limited to the production and delivery of your own services and products, product design, accounting, cash control, and loss/breakage/theft prevention. Client bears sole responsibility regarding all aspects of the use of the Material, including but not limited to its use in any agreements with third parties. Except as expressly set forth in these Platform Terms, all responsibility and/or liability regarding any use of the Material will be the sole and exclusive responsibility of Client.
Technical Requirements. Client shall be solely responsible for meeting all technical and other requirements, including but not limited to a secure internet connection, equipment, hardware and software, necessary for the use of the Material featured on the Atlas Platform, especially the Insights & Analytics module. Client will be assigned a unique username and password for access to the Atlas Platform, which Client is not allowed to share with any third party, and which shall expire after the corresponding subscription term. Client shall notify Atlas immediately of any suspected or occurred unauthorized use of its access credentials, or any other known or suspected breach of security, which Client shall apply its best efforts to prevent.
Licenses. If Client is required to be licensed, registered or certified under any applicable law, rule, or regulation, or to act under the supervision of any licensed, registered or certified person or entity in performing his or her duties, then Client will be solely responsible and liable for verifying such licensure, registration, certification or supervision.
4) Proprietary Rights
Ownership. The Material does not include licensed programs, materials, documents or other information and other items (including all third-party materials) available under their own license terms or agreements. Atlas grants only the rights specified in these Platform Terms, subject to Client’s payment of any and all amounts due to Atlas. Atlas or its third-party vendors, if applicable, own all rights, title, interest, copyright, trademark, patents trade names, know-how, design, trade secret, and other intellectual property rights, whether known or unknown, express or implied, including any derivatives or improvements thereof, in the Material and the Atlas Platform. For the avoidance of any doubt, Client has no right to use trademarks, trade names, or other designations of Atlas.
User Rights and License. Atlas grants to Client the non-transferable, non-exclusive right to use the Material worldwide solely for Client’s own internal business purposes. Client shall not modify, make derivative works of, disassemble, webscrape, reverse compile, or reverse engineer any part of the Material. For the avoidance of any doubt, the commercialization of the Material by Client shall be strictly prohibited. Except as expressly granted under this Agreement, Client shall not acquire any license or right, express or implied. A subscription permits the use of the Material by a limited number of Client employees (“Users”) as indicated in the different subscription options on the Atlas Platform, and only by specific Users as selected and identified in the order process (the “User Licenses”). The User Licenses cannot be transferred to any other User unless Atlas gives prior written consent.
Atlas warrants that the Material has been developed using reasonable care and skill and according to the current description (including any completion criteria) contained in these Platform Terms and on the Atlas Platform. Client will provide timely written notice of any failure to comply with this warranty so that Atlas can correct the corresponding Material. For the avoidance of any doubt, nothing in or about the Atlas
Platform, including the Insights & Analytics module or the Material shall be construed as giving any kind of financial, tax, accounting, or legal advice, direction or guidance to Client. No attorney-client relationship is formed. Client uses the Material at its own risk.
Atlas does not warrant uninterrupted or error-free operation of the Material, that we will correct all defects, or that the Material will meet Client’s specific requirements. Unless expressly stated otherwise, the license for the use of the Material does not include provision of any update, revisions or error correction, and Atlas does not provide third-party materials and services with a warranty of any kind.
THE FOREGOING IS ATLAS’S SOLE OBLIGATION AND CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THE FOREGOING WARRANTY. EXCEPT AS SET FORTH IN THIS CLAUSE (WARRANTY), ATLAS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
6) Subscription Terms, Fees and Payment
Subscription Term and Payment. The subscription modalities are as outlined on the Atlas Platform. The subscription term is twelve (12) months. Upon expiration of the initial or any renewal term, the subscription shall be automatically renewed for another twelve (12) months, unless terminated by Client by giving ninety (90) days prior notice via Client’s corresponding user management settings on the Atlas Platform. Unless stated otherwise herein, such termination will, however, not affect the applicability of these Platform Terms to any existing subscription that has not yet expired and the requirements under the Platform Terms will remain in effect until the expiration of the said subscription. Atlas only accepts the payment methods indicated on the Atlas Platform. Subscriptions are subject to prior validation of the selected payment method, full payment of the corresponding fees and acceptance of Client by Atlas. Client agrees to pay all applicable domestic, foreign, federal, state, and local taxes. Any refund or credit rights of the Client for any reason are expressly excluded.
Miscellaneous Fees and Terms. Other than as set forth herein, Atlas may specify additional types of fees and charges (such as one-time, recurring, usage, or fixed price) and when charges are assessed or begin through the Atlas Platform. Use of the Material for which the Client pays must be made within the applicable subscription period and is not subject to refund or credit.
7) Suspensions, Cancellations, Limitations and Modifications
Suspensions and Cancellations. Atlas may cancel or suspend the Material or the Atlas Platform, including the Insights & Analytics module, any rights and licenses granted, or a subscription, in whole or in part, anytime for any reason and in any form. Atlas will decide on a case-to-case basis, in good faith, at its sole discretion, if Client is entitled to a refund, in whole or in part, in cases of any total or substantial cancellation or suspension for reasons not attributable to Client.
Limitations and Modifications. Atlas may, from time to time, amend, edit, discontinue or delete the present terms and conditions of the Agreement, including but not limited to the rights and licenses granted hereunder, the payment terms, the subscription modalities or the Material, wholly or in part, unilaterally and at its sole discretion. Such modifications shall become effective upon notification to Client. Notification to Client may be accomplished in whatever way and form Atlas deems appropriate and choses in each case (e.g., simple implementation on the Atlas platform).
8) Indemnification and Limitation of Liability
Client shall unconditionally indemnify, hold harmless, protect and defend Atlas, and all of Atlas’s subsidiaries, affiliates, and related entities, and their respective former, current and future shareholders, employees, attorneys, officers, directors, agents and representatives (“Atlas Indemnified Parties”) from and against any and all claims, demands, damages, injuries, deaths, causes of actions, costs and expenses (including reasonable attorney’s fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (including liability to third parties), and all other consequences of any sort, whether known or unknown, without limit and without regard to the cause or causes thereof, that may be asserted or brought against any Atlas Indemnified Party which arises out of or is in any way related to the Atlas Platform, including the Insights & Analytics module, this Agreement or the Material, and is attributable to Client in any way, including without being limited to (a) any actual or alleged breach of Client’s representations, warranties, or obligations under this Agreement; (b) Client’s wrongful or improper use of the Material; (c) Client’s violation of any Atlas’s or third-party proprietary or other rights, (d) Client’s violation of any domestic or foreign local, state, federal or in country laws, rules, regulations, ordinances, directives, or other legal processes whatsoever; and (e) any unauthorized third party’s access and/or use of the Client access credentials to the Atlas Platform or the Material. Atlas’s entire liability for all claims or causes of action in the aggregate arising from or related to the Atlas Platform or the Material will in no event exceed the preceding twelve (12) months’ fees.
UNDER NO CIRCUMSTANCE IS ATLAS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY, WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR ANY REMEDY HEREIN HAS PROVEN EFFECTIVE: (1) LOSS OF, OR UNAUTHORIZED ACCESS OR DAMAGE TO, DATA; (2) SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR (3) REPUTATIONAL DAMAGES, LOST PROFITS, BUSINESS, REVENUE, GOODWILL, DELAYS, OR ANTICIPATED SAVINGS.
9) Data Protection and Confidential Information
Data Protection: Client is responsible for any data (including the accuracy, quality, and completeness thereof) and the content of any data Client makes available to Atlas in connection with the Atlas Platform. Each Party must comply in all respects with all applicable data protection laws, regulations, and directives. Each Party shall implement administrative, physical, and technical safeguards to protect personal data commensurate with type and amount of personal data under its control that are no less rigorous than accepted industry practices and will immediately notify the other Party in the event of any security breach and use commercially reasonable efforts to immediately mitigate such security breach. The Parties agree to provide in a timely manner all such necessary and reasonable assistance, information, and co-operation to the other Party to enable it to carry out data protection impact assessments; have consultations with any regulator; and respond to any data subject requests.
Confidential Information. Each Party retains sole responsibility for the maintenance and protection of its confidential information, trade secrets, and proprietary information (“Confidential Information”). Neither Party will use or disclose the other Party’s Confidential Information any more than is necessary to: (i) access the Material; and (ii) enable Atlas to provide Services as agreed with Client. Each Party agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the other’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, provided that it will use no less than reasonable care. The receiving Party may disclose, publish, disseminate, and use the other Party’s Confidential Information that is: (a) already in its possession without obligation of confidentiality; (b) developed independently of such Confidential Information; (c) obtained from a source other than the discloser without obligation of confidentiality; (d) publicly available when received, or subsequently becomes publicly available through no fault of the recipient; (e) disclosed by the other Party to another without obligation of confidentiality; (f) is required to be disclosed by law or a court order, provided the receiving Party provides prompt written notice of the requirement and cooperates with disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by the court or court order.
10) General Principles of Our Relationship
Notices and Communications. Written communications, including notices to the receiving Party’s designated representative must be sent to the address (physical or e-mail) specified below. The Parties consent to the use of electronic means to send and receive communications in connection with their business relationship arising out of this Agreement, and both Parties acknowledge and agree that such communications are acceptable as in writing. An identification code (called a “user ID”) contained in an electronic document is sufficient to verify the sender’s identity and the document’s authenticity.
If to Atlas: 1 North Franklin St, Suite 2600, Chicago, IL 60601 USA or email: firstname.lastname@example.org.
If to Client: the address and email address identified by the Client in the Atlas Atlas Platform.
Compliance with Laws. Atlas will comply (and will cause its subcontractors and affiliates to comply) with laws applicable to Atlas relating to our provision of the Material. Client agrees that Atlas is not obligated to undertake any actions pursuant to this Agreement which, in Atlas’s sole determination, Atlas concludes does not comply with applicable laws or regulations. Client will comply with the laws applicable to Client’s business to the extent relating to the performance of Client’s obligations under these Platform Terms.
Dispute Resolution and Governing Law. The Parties will attempt in good faith to informally resolve or cure all disputes, disagreements or claims between the Parties. Any controversy or claim arising out of or relating to these Platform Terms, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration proceeding, mediation or other proceeding will be brought and maintained in the State of Delaware and be subject to the competent jurisdiction of the appropriate state or federal court sitting in the State of Delaware. Any arbitration shall be resolved within six (6) months of the filing of an arbitration demand, unless otherwise agreed. Attorneys’ fees for the prevailing Party shall be included in any arbitration award. Both Parties agree to the application of the laws of the State of Delaware to govern, interpret, and enforce all of Client’s and Atlas’s respective rights, duties, and obligations arising from, or relating to, the subject matter of this Agreement, without regard to conflict of law principles. Each Party waives any right to a jury trial in any proceeding arising out of or related to the Material or this Agreement.
Force Majeure Events. Neither Party will be liable to the other for any failure or delay in the performance of such Party’s obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, pandemics, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the effective date of the Client’s subscription (each, a “Force Majeure Event”). Delays in delivery or in meeting completion dates due to a Force Majeure Event will automatically result in extension of completion dates for a period equal to the duration of such events, plus an additional period that is reasonable under the circumstances.
Construction and Severability. Headings and section references in these Platform Terms are for convenience only and do not define or limit the scope of provisions of these Platform Terms. The invalidity or unenforceability of any one or more provisions of the Terms will not affect the validity or enforceability of any other provision. If any provision of these Platform Terms is held to be invalid or unenforceable, but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable consistent with its objective.
Survival of Terms. Any provisions of these Platform Terms that by their nature extend beyond the termination of the subscription remain in effect in accordance with their terms and apply to both Parties’ successors and assignees.
Tradename Use. Client hereby grants Atlas the right to use Client’s (or any of its enterprise’s) trademarks, trade names, or other designations in any promotion, publication, or Website. Client shall be allowed to use Atlas’s trademarks, trade names or other designations likewise only upon prior written consent by Atlas.
No Partnership. These Platform Terms and any use of the Material do not create an agency, joint venture, or partnership between Client and Atlas. Atlas is free to enter into similar agreements with other clients.
No Other Rights. Each Party grants only the licenses and rights specified in this Agreement. No other licenses or rights are granted either directly, by implication, or otherwise.
Claims Lapse. Except where prohibited by applicable law, any claim for breach of this Agreement must be brought within twelve (12) months from the date on which the Party first became, or reasonably ought to have become, aware of the alleged breach, after which time any claims shall lapse.
Use of Contact Information. Client authorizes Atlas and its subsidiaries (and their successors and assignees, contractors and representatives) to store and use Client’s business contact information wherever they do business, in connection with Atlas products and services or in furtherance of Atlas’s business relationship with Client.
No Third-Party Rights. No right or cause of action for any third-party will be created by this Agreement, nor is Atlas responsible for any third-party claims against Client except as expressly set forth herein.
Entire Agreement. These Platform Terms establish the complete agreement between Client and Atlas regarding the Material and shall replace any prior oral or written communications between the Parties. Accordingly, neither Party is relying upon any representation that is not specified in this Agreement, such as the estimated costs or results of any Material. Additional or different terms in any written communication from Client (such as a purchase order) are void.
Acceptance. Each Party accepts the terms of this Agreement by electronic acceptance in the Atlas platform.
Consumer Rights. The rights, duties, and obligations of each Party are valid only in the United States and each country where Atlas makes the Material available to Client except that all licenses are valid as specifically granted. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.