Terms of Use
Last Updated: May 2024
The following Terms of Use are entered into by and between You and Aeris Partners LLC (“Aeris Partners”, “we”, or “us”).
The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of our website www.aerispartners.com (the “Site”) and our related services (together with the Site, the “Services”).
Please read the Terms carefully before you use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms including the agreements incorporated by reference herein, you must not access or use the Services.
The Services are offered and available to users who are 13 years of age or older. By using these Services, you represent and warrant that you are of legal age to form a binding contract with Aeris Partners and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
1. MODIFICATION OF TERMS
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by updating the “Last Updated” date at the beginning of these Terms. By continuing to use the Services at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference.
2. PRIVACY POLICY
Please refer to our Privacy Policy for information about how we collect, use and share your personal information.
3. COMMUNICATIONS
By using the Services, you consent to receive electronic communications from us (e.g., via email or by posting notices to the Services). You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
4. LIMITED LICENSE
You are hereby granted a limited, revocable, nonexclusive, nontransferable, nonassignable, non-sublicensable, “as-is” license to access and use the Services and related content for your own personal, non-commercial use; provided, however, that such license is subject to the Terms and does not include any right to (i) sell, resell, or use commercially the Services, (ii) distribute, publicly perform, or publicly display any content, (iii) modify or otherwise make any derivative uses of the Services, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Services, except as expressly permitted by us, and (vi) use the Services other than for their intended purposes. This license is subject to your compliance with these Terms.
5. EXTERNAL SITES
The Services may include hyperlinks to other websites, applications, or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Further, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
6. PROHIBITED USES
You may not attempt or cause to attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services, by hacking, password “cracking,” or any other illegitimate means. You may not breach or cause to breach the security or authentication measures on the Services or any other systems or networks connected to the Services, or otherwise attempt to interfere with the proper functioning of the Services. You will not falsify your identity or impersonate another person and engage in conduct that limits the use and enjoyment of the Services, or any part thereof, by other users in any way, in each case as determined by us in our sole and absolute discretion.
In addition, you agree not to and will not assist another to:
a. reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of,
extract information from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform,
transmit, stream, broadcast or otherwise exploit the Services, in whole or in part, except as expressly
permitted by us;
b. upload, post or store any materials that directly or indirectly contain viruses, corrupted files or any other
similar harmful mechanism;
c. link to, mirror or frame any portion of the Services without our prior express written permission;
d. scrape, index, survey, or data mine any portion of the Services or unduly burden or hinder the operation
of the Services; or
e. remove any notice of the proprietary rights of our licensors and us from any portion of the Services or
printed version thereof.
7. TERMINATION
a. You Terminate. You may terminate these Terms at any time by discontinuing your access to and use of the
Services. If you use the Services again, you will be deemed to have agreed to the Services.
b. We Terminate. You agree that we, in our sole discretion, and for any or no reason, may terminate these
Terms and suspend and/or terminate your access to the Services without prior notice. You agree that any
suspension or termination of your access to the Services may be without prior notice, and that we will not
be liable to you or to any third party for any such suspension or termination.
c. Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of
the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity
(including, without limitation, if you engage in any of the Prohibited Uses), then termination of these Terms
will be in addition to any other remedies we may have at law or in equity.
d. Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may
no longer have access to information that you have provided on the Services, and you acknowledge that we
will have no obligation to maintain any such information in our databases or to forward any such
information to you or to any third party.
8. INTERNATIONAL ISSUES.
We operate the Services from the United States of America. If you choose to access the Services from outside the United States of America, you are responsible for complying with applicable local laws.
9. DISCLAIMERS
THE SERVICES, CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES OR ANY CONTENT CONTAINED THEREIN. WE DO NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, OR ANY ITEMS LISTED ON OUR SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICES, ANY ITEMS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICES, CONTENT (INCLUDING YOUR CONTENT), OR ANY ITEMS, PURCHASED, OR SOLD THROUGH THE SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO US BY YOU FOR THE SERVICES THAT IS THE SUBJECT OF THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
11. INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Aeris Partners from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services; (b) any feedback you provide; (c) your violation of these Terms; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; or (f) any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify Aeris Partners of any third-party Claims and cooperate with Aeris Partners in defending such Claims. You further agree that Aeris Partners shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND AERIS PARTNERS.
12. DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
These Terms, including all matters of construction, validity, and performance, and all disputes arising out of or connected with the Terms, the Site, and the Services (each a “Dispute,” collectively, the “Disputes”), shall, in all respects, be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to any principles of conflict of laws, except that the arbitration clause herein shall be governed by the Federal Arbitration Act. Any Dispute shall be settled by mediation under the Commercial Mediation procedures of the American Arbitration Association (the “AAA”), except that if mediation of a Dispute is not successful within two (2) months of appointment of a mediator, such Dispute shall be settled by individual arbitration under the Commercial Arbitration Rules of the AAA. The place of mediation or arbitration shall be the AAA office nearest to Agency’s principal place of business in the Commonwealth of Massachusetts. The language of the mediation or arbitration shall be English. The arbitrator shall be an expert or attorney with experience in the field of intellectual property and advertising law. Notwithstanding this arbitration provision, any Dispute not resolved through arbitration that is less than $10,000 USD and qualifies for treatment on a non-jury basis in a small claims court in the Commonwealth of Massachusetts may be resolved in such small claims court on an individual basis at the election of either party. All Disputes shall be mediated, arbitrated, or litigated on an individual basis. You irrevocably waive any right it may otherwise have to proceed on a class or collective basis. Further, you irrevocably waive all right to trial by jury as well as any argument or claim of improper venue or forum non conveniens. The foregoing provisions shall not limit the right of Aeris Partners to collect payments due or payable, or prevent either party from commencing any action or proceeding to compel arbitration, obtaining injunctive relief pending the appointment of an arbitrator, or obtaining execution of any award rendered in any such action or proceeding, or in any other manner provided venue for all such proceedings shall be in the state or federal courts within the Commonwealth of Massachusetts. The parties shall bear their own expenses, except that parties shall equally share the expenses of any mediator or arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the Dispute). The prevailing party in any arbitration may seek from the arbitrator an award of the party’s reasonable outside attorneys’ fees and costs incurred. Judgment on any award rendered by any arbitrator may be entered in any court having jurisdiction thereof.
13. GENERAL
a. Entire Agreement. These Terms, any applicable supplemental terms, and our Privacy Policy constitute the
entire legal agreement between you and us and will be deemed to be the final and integrated agreement
between you and us, and govern your access to and use of the Services, and completely replace any prior
or contemporaneous agreements between you and us related to your access to or use of the Services,
whether oral or written.
b. Third-Party Beneficiaries. Except as otherwise provided herein, these Terms are intended solely for the
benefit of Aeris Partners and you and are not intended to confer third-party beneficiary rights upon any
other person or entity.
c. Independent Contractor. Your relationship to Aeris Partners is that of an independent contractor, and
neither party is an agent or partner of the other.
d. Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for
or against any party.
e. Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will
be deemed severed from these Terms and will not affect the validity or enforceability of the remaining
provisions of these Terms.
f. No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not
constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver
of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us
by a duly authorized representative.
g. Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the federal laws of the United States
of America applicable therein without giving effect to any choice or conflict of law provision or rule.
h. Venue. Subject to the above, any legal action or proceeding arising under these Terms will be brought
exclusively in the Commonwealth of Massachusetts, and we and you irrevocably consent to the personal
jurisdiction and venue there.
i. Notices. We may provide you with any notices (including, without limitation those regarding changes to
these Terms) by email or postings on the Services. By providing us with your email address, you consent to
our using the email address to send you any notices. Notices sent by email will be effective when we send
the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep
your email address current.
j. Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation
of law or otherwise, without our prior written consent. We may assign our rights and obligations under
these Terms in our sole discretion to an affiliate, a service provider, or in connection with an acquisition,
sale or merger. These Terms shall be binding upon and inure to the benefit of the applicable parties and
their successors and permitted assigns.
14. CONTACT
Aeris Partners
500 Boylston Street
Boston, MA 02116
info@aerispartners.com