TENON TERMS OF SERVICE
PLEASE CAREFULLY READ THESE TERMS OF SERVICE BEFORE ACCESSING, ACTIVATING OR OTHERWISE USING TENON'S WEBSITE AND WEB PAGES (COLLECTIVELY, THE "SITES") THE TENON.IO APPLICATION PROGRAMMING INTERFACE (COLLECTIVELY, "TENON.IO") OR ANY OF PLATFORM. BY CLICKING THE "ACCEPT" BUTTON WHEN YOU REGISTER ON THE SITES OR OTHERWISE CONFIRMING YOUR REGISTRATION, OR BY INSTALLING, USING OR PERMITTING OTHERS TO USE TENON.IO, OR TENON'S SERVICES, YOU AGREE THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT FOR YOURSELF OR ON BEHALF OF ANY BUSINESS ENTITY FOR WHICH YOU HAVE REGISTERED AN ACCOUNT, (INCLUDING YOUR CUSTOMERS), WHETHER OR NOT THEY HAVE BEEN READ. ON BEHALF OF YOURSELF AND ANY SUCH BUSINESS ENTITY, YOU ALSO AGREE TO BE BOUND BY THESE TERMS OF SERVICE (COLLECTIVELY, THE "AGREEMENT" OR "TERMS OF SERVICE"), INCLUDING TENON'S PROCESSING AND USE OF ALL COLLECTED DATA. THE SITES, TENON.IO, TENON'S SERVICES AND LICENSED CONTENT ARE COLLECTIVELY, THE "PLATFORM."
A. TENON'S SERVICES.
Tenon LLC., a Delaware limited liability company, and its related entities, service providers, affiliates, successors and assigns (collectively, "Tenon," "us," "we," or "our"), provides the Platform to facilitate the testing and development of websites to enable more effective usage by persons with disabilities, as well as for reporting, project management and technical support services. Specifics of technical support services offered by Tenon are available at https://www.tenon.io/documentation/support-policy.php. Additional terms and conditions may apply to your purchase or license of goods or services and to specific portions or features of the Platform (all of which are hereby included within these Terms of Service). If you resell any of Tenon's services as part of a package of services or offerings provided by you to your customers, you will remain solely responsible and liable for all your services. Your use of services, features or products will be governed by such additional terms in addition to these Terms of Service. While Tenon uses commercially reasonable efforts to provide accurate information and services, applicable laws and regulations do change. Therefore information contained on the Sites and/or the features of Tenion.io may not be current, accurate or complete. Because many factors go into the decision-making process of designing a website and everyone's particular circumstances and needs may differ, the Platform is provided for informational purposes only. Tenon cannot ensure or guarantee and does not warrant that your use of the Platform will result in an end product that is compliant, accurate, meet your (or, if applicable, your customer's) particular needs or requirements or that the recommendations, regulations or other information provided by Tenon or other users of the Platform accessible through the interactive features of the Sites is complete, accurate, legally compliant or current.
B. USING THE PLATFORM.
1. Use of Demo: Tenon's single-page tester (available on https://www.tenon.io and https://www.tenon.io/testNow.php while not logged-in) exists for demonstration purposes only. Access to the demo is limited to 5 uses in 24-hours. Attempts to circumvent this usage limit may result in being blocked from further accessing the site.
2. Registration: You must register and create an account to use the Platform. When you register, you will select a user name and password and authorize Tenon (and/or its service providers) to make such credit, employment and investigative inquiries as may be appropriate, including to consumer reporting agencies, to validate registration information you provide, both prior to Tenon authorizing your account and from time to time. You agree you shall:
- (i) provide true, accurate and complete information as prompted by the registration form;
- (ii) at all times have the authority to agree to these Terms of Service for yourself and on behalf of any business entity for which you register, create one or more accounts and use the Platform;
- (iii) not impersonate or misrepresent your identity, credit card(s) or other selected payment option, or permit anyone else to do so;
- (iv) maintain and promptly update all registration and other account information to keep it true, accurate, current and complete;
- (v) not engage in any harmful or abusive activities that may disrupt the Platform, its ability to provide and any user's ability to use the Platform or violate any laws, rules or regulations; and
- (vi) not access the Platform to monitor or benchmark the availability, performance or functionality of the Platform, to gather competitive or benchmarking data or otherwise with the intent to compete with Tenon, directly or indirectly.
Tenon expressly prohibits the usage of disposable email accounts by users.
If you sign up to test your employer's website or to perform work on behalf of your employer or its clients, you must use the email address provided to you by your employer.
Once Tenon has validated and set up your account, Tenon will give you a key through which you may access Tenon.io and your Security Credentials (as defined in Section B.3 below). You agree that Tenon may provide your account statements and all messages and notifications to you electronically through the Platform or via email.
3. Changing Your Account Information/Settings/Security Credentials: It is your responsibility to review and update your account information. You may update your account profile, settings and information at any time, for example, to add/ update/ delete credit cards and authorized users at any time through your account. This is especially important with respect to credit card information because credit cards expire periodically. You acknowledge and agree that Tenon will have no liability associated with or arising from your failure to maintain accurate account information or update your authorized users. If Tenon has reasonable grounds to suspect that the information you have provided is or becomes untrue, inaccurate or incomplete, Tenon may suspend or terminate your account and refuse any and all current or future use of the Platform and/or all or any part of the Platform.
4. Security Credentials: Upon account activation, Tenon will provide you with your access key. You may personalize your access key, user names, IDs, logins, passwords, PINS or other security features (collectively, "Security Credentials") at any time. If you authorize multiple users to access your account, you must issue each user individual Security Credentials. You are responsible for all account activity and for ensuring that your use of, and/or access to, your account and/or the Platform complies fully with these Terms of Service, including the safety and security of all Security Credentials through which you and your authorized users may access and use the Platform. Anyone accessing your account using Security Credentials issued to or administered by you, including those of any third parties you permit to access the Platform and use the Platform, will be deemed to be an authorized user of your account and you will be responsible for their actions as if they were your own. It is your responsibility to administer Security Credentials only to authorized users, to preserve the confidentiality of and not share your Security Credentials or record them in an insecure manner. Although you must conform to the Security Credentials format designated by the Platform (for example, length and, type of characters) and the Platform may periodically prompt you to change your Security Credentials, you are responsible for issuing, administering, updating and ensuring that proper security measures are in effect with respect to Security Credentials associated with your account. You are also responsible for monitoring, supervising and terminating, when appropriate, the Security Credentials of your authorized users. You must notify Tenon immediately if you need to terminate an individual's access and/or if you suspect fraudulent or abusive activity. Tenon is not liable for any use of the Platform by such individuals prior to Tenon's receipt of your termination notice and a reasonable period thereafter. If you so notify us, or if Tenon suspects fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventive measures Tenon prescribes. Use of assigned Security Credentials terminates immediately upon the earlier of inactivity/dormancy, termination of these Terms of Service or an authorized user's authorization. Tenon may rely upon the instructions, consent given and all action taken through your Security Credentials, without verifying the identity or authority of any person accessing the Platform and using the Platform. You should never share Security Credentials. However if you or your authorized users do share your Security Credentials with anyone, you are responsible for the activities of anyone with whom you share Security Credentials, including all orders placed and fees incurred. You are responsible for ensuring that each authorized user is aware of and complies with these Terms of Service. You are ultimately responsible for the acts and omissions of your authorized users and each individual to whom you have given or who may have gained access through use of your Security Credentials.
5. Data Storage: Subject to your continued payment of all fees when due and, if you so elect when prompted by the Platform, While your account is active and for the period of time applicable to your account level, Tenon agrees to store data associated with your account that you saved prior to your Security Credentials timing-out and for a period of thirty (30) days after account termination. However, you should have an alternate means of backing up your data. Tenon shall have neither the obligation to provide data storage services nor any liability for maintenance or destruction of your data at any time. Tenon may offer different levels of data storage based upon your account level. Accounts may be allocated a maximum amount of storage space in which event your use of excess data storage space may result in additional fees.
6. User Conduct: Tenon expects users of the Platform to interact with Tenon and each other through the interactive portions of the Platform in a fair, courteous manner and in compliance with all laws. Vandalism, obscene or abusive language, harassment, threats, exploitation of children or abuse of any nature or form on the Platform including via email, post or other transmission is strictly prohibited. Impersonation of others or misrepresenting your affiliation with Tenon or another is prohibited. You and your users are responsible for ensuring that any material uploaded to the Platform and/or disclosed, publicly or privately, is accurate. Tenon does not monitor or control such information and therefore cannot guaranty its accuracy, quality or integrity. You may not upload to, distribute or otherwise publish through the Platform any material that you know is false, misleading, contains viruses or malicious code, defamatory, vulgar, obscene, threatening, libelous, infringes upon another's proprietary rights is invasive of another's privacy or publicity rights, hateful, racially or ethnically insulting or which may constitute or encourage a criminal offense, violate any law or another's rights or otherwise give rise to liability.
You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of anything transmitted through the Platform, disclose proprietary or confidential information or otherwise infringe another's patent, trademark, trade secret, copyright, publicity or privacy rights or other proprietary right. You may not conduct raffles, contests, lotteries or sweepstakes. You may not upload chain letters, pyramid schemes, solicitations, or commercial material of any sort to the Platform, use the Platform to solicit others or advertise or promote anything. Framing, in-line linking or other means of associating the Platform, or any other material you have been licensed or use pursuant to this Agreement with another or with any material, link or information not originating with the Platform is expressly prohibited.
You may not probe, scan or test the vulnerability of the Platform or any networks. You may not use any "deep-link," "page-scrape," "robot," "spider" or other automatic device program, algorithm, or methodology, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Platform. You may not reproduce or circumvent the navigational structure or presentation of the Platform, attempt to circumvent the security features or attempt to access any materials or information through any means not purposely made available by Tenon through the Platform. Any attempt to interfere with or disrupt the Platform or any of its component parts, whether via malicious code, files or other means, trace the information of any other use or visitor, circumvent security features, or take any action that compromises the privacy or security of the Platform, users or other visitors is strictly prohibited.
You must also comply with the restrictions set forth in Section B.2-Registration and Section G-Proprietary Rights; Limited License below.
C. FEES; PAYMENT; CREDITS.
1. Fees. Fees for the Platform is set forth at https://tenon.io/pricing.php and are subject to change. Free usage is subject to the designated usage limitations and may be modified or terminated at any time for any reason. You agree to pay all registration, periodic, per order and other fees for the number of projects, tests, users, pages, and/or each Tenon.io call ordered by you or through your account at the rates designated each time you place an order, plus all applicable taxes. Should Tenon agree to invoice you at the physical or email address provided in your account registration, you agree to pay all invoices within 30 days of the invoice date. You are responsible for all fees and charges attributable to your account. You agree Tenon may charge the credit card associated with your account in advance for all periodic fees and each time you place an order. A fee of US $15.00 may be charged to your account each time your credit card is rejected and Tenon may charge you $100.00 if checks are returned. Unpaid outstanding balances, if any, may accrue interest at the highest rate allowable by law.
2. Credits: If you believe a billing or accounting error has occurred with respect to charges made to your account, please notify Tenon account Services at firstname.lastname@example.org. Please provide your account name and number, description of the error including dollar amount and the best way to contact you and Tenon will resolve your complaint pursuant to its policies and procedures. If Tenon verifies the billing error, it will credit your account; however your credit card or account may not reflect the refund until the following billing/invoice cycle. Tenon does not provide cash refunds of any kind nor does it refund amounts for transactions reflected on your account statement that are over thirty (30) days old.
3. Overuse/ Abuse We reserve the right to charge for excessive overuse. Overuse is defined as usage that goes beyond the paid limits of your plan (resulting in excessive '402' responses) or usage that results in '400' Responses. Although such requests are automatically rejected, they still constitute a burden on our system and reduced quality of service for our other customers. The rate of charge for such overuse will be $0.04 per request. We reserve the right to determine what constitutes Overuse at our own discretion.
D. ACCOUNT TERMINATION.
You may terminate your account at any time, subject to payment in full of any and all outstanding fees and charges. To terminate your account and access to the Platform at any time, please contact Tenon Customer Service at email@example.com. Please note, however, that if your account is for a defined term and not month to month, you may be obligated to pay for the balance of the term. When a prepaid plan is canceled, it is pro-rated at the standard monthly rate for that type of plan. Tenon may suspend or terminate your account and/or your access to all or any part of the Platform at any time with or without notice to you if (i) you fail to make any payments when due, (ii) the credit card associated with your account is denied, reported lost, stolen, suspended or terminated for any reason and you do not replace it with a new one within a reasonable period of time, (iii) your account is inactive; (iv) you misuse the Platform; (v) you misrepresent yourself or commit a fraudulent act or (vi) you fail to comply with this Agreement.
E. PRIVACY, DATA SECURITY AND RETENTION.
In general, you may visit the public portions of the Sites without revealing personal information. Information collected through the public portions of the Sites without your specific consent is anonymous and cannot personally identify you. For example, Tenon, its business partners and other companies providing services to or on behalf of Tenon (such as, for example, companies assisting with the operation or features of the Platform, advertising and promotional campaigns, surveys, contests) may use various technologies (such as cookies, web beacons, pixel tags, click-through URL links) to collect non-personally identifiable information discernible as a result of your visit. This may include, without limitation, your IP address, web pages requested or viewed, date and time of the visit, domain type, demographic information and responses to surveys, promotions and advertisements. Information gleaned from your browser is automatically received and recorded on server logs. As technology evolves, information may be gathered through other means as well.
When you register, you provide your name, physical and email address. Tenon engages the services of reputable third party credit card payment processor service providers to process your payments. These companies, not Tenon, store your credit card information in their databases to process your credit and debit card transactions and bill your credit card. Although Tenon may view the last four digits of your credit card number when it logs onto its payment gateway service provider's portal, Tenon retains and stores only the last four digits of your credit card number in its database. The payment gateway service provider returns a token to Tenon that, along with the last four digits, enables Tenon to identify and validate your account, enable you to edit your account information, validate your identity to bill your account for the orders you place, confirm that your credit card payment has been approved and otherwise to identify you or your users when identification processes are necessary. Tenon does not collect or store any credit card or other financial information.
Tenon also collects and stores error counts, outcomes, findings, calculations, suggestions, conclusions and other results arising out of your use of Tenon.io to test websites. Unless you agree to allow us to identify this information with your account, Tenon collects and stores this information temporarily to analyze it and then aggregates it in a non-personally identifiable way with all other data collected. The original information collected is then discarded.
Tenon uses information collected for a variety of purposes. These include, without limitation: (a) to provide, maintain, administer and enhance the Platform, its features and user experience; (b) to assist in trouble-shooting and diagnosing problems; (c) to track browsers; (d) to develop, use and commercialize for any purpose test results, performance metrics and other aggregated information that does not identify you personally; (e) to ascertain trends; (f) for research; (g) for internal record-keeping; (h) to measure, analyze and report learning, performance and other statistical information; (i) to assist you with your internal and external workflow, reporting and project vendor management; (j) for the purpose for which such information was provided; (k) for billing purposes; (l) to handle disputes; (m) to provide your account activity history to you and otherwise mange your account; (n) as disclosed at the time such information is provided; (o) in the aggregate as previously discussed; and/or (p) as otherwise disclosed in these Terms of Service. All of the foregoing assists Tenon in better understanding how the Platform is used, how that use may be enhanced, how to improve Tenon.io and in ascertaining usage and trends with respect to use of the internet by people with disabilities. Tenon may use any non-personal information gained through or gleaned from and/ or through access to the Platform or as a result of use of the Platform for any legal purpose.
In addition, Tenon may use and disclose information it collects to its legal, financial and other advisors or service providers in connection with services they may provide to Tenon and/or to seek their advice, to comply with applicable laws, to respond to governmental inquiries, including without limitation complying with valid legal process or orders, to investigate fraud, a problem, claim or dispute; or in an emergency; to protect the Platform, Tenon's rights or property, the rights or safety of Tenon's customers or others.
Tenon has no control over information you provide through any interactive portions of the Sites such as the blog, or collection or use of your information by third parties whose websites, products or services you may access as a result of hyperlinks accessible from the Platform. You should contact those third parties directly to better understand their privacy practices generally and their treatment of any information collected as a result of your accessing a hyperlink.
Please note that the Internet is an open media and no data transmission via the Internet can be guaranteed to be 100% secure. As a result, while Tenon strives to protect your personal information and privacy, it cannot guarantee or warrant the security of any information you disclose or transmit via the Internet and vice versa. Tenon is not responsible for the theft, destruction, or inadvertent disclosure of your information. You acknowledge this risk when using the Platform. Please do not transmit sensitive information to Tenon via email. Email is not a secure communication method and should never be used to transmit financial or other sensitive information.
Tenon retains all data collected in connection with your account and use of the Platform that identifies you for as long as your account is open or you use the Platform and for a reasonable time thereafter. Please note that some or all of the information you provide or that Tenon collects may be required in order for the Platform to function properly and we may be required by law to retain certain information for a period of time designated by law. Tenon may duplicate its database to enable Tenon to restore its database if necessary. These copies may be stored at secure locations inside and/or outside the United States. If you are not a resident of the United States and/or access the Platform outside the United States, any information you provide or that is automatically collected by the Platform will be processed and maintained in the United States. Your information, including that which is personally identifiable, may be stored, transmitted and shared in accordance with United States data privacy laws which may not be equivalent to those in effect in your country of residence.
If Tenon is or should it become part of a family of companies, unless otherwise prohibited by law, all companies within the Tenon family may share information collected as a result of your use of the Platform. If Tenon, or a Tenon division, unit or subsidiary, were to sell all or any part of Tenon's assets or equity, merge with or be acquired by one or more third parties or if it were to cease operations, Tenon may, in its sole discretion, transfer, sell or assign information collected. All information collected would then be subject to the acquiring entity's privacy terms which may differ from those of Tenon. As a result, upon completion of the transaction, one or more of these entities may contact you directly.
F. PROPRIETARY RIGHTS; LIMITED LICENSE.
The Platform includes Tenon's network of current and future Sites and all data, information and material collected as a result of access to and use of the Platform, including without limitation any comments, suggestions, enhancements or other material you add to any blog or otherwise transmit or post to the Sites. The Platform also includes Tenon's Technology and Marks. The Platform includes the "look and feel" of the Sites and all graphics, pictures, audio, video, page leaders, button icons, scripts, content and the collection, compilation, assembly and arrangement of all of the foregoing. Tenon's Technology means all hardware, software and other technology, architecture and networks associated with enabling or facilitating your access to the Platform and use of the Platform, including without limitation, Tenon.io, all application programming interfaces developed to enable you to access the Platform and use the Platform regardless of the creator. Tenon's Marks include, without limitation, "Tenon™", "Tenon.io™" and any other trademarks, trade names, service marks, trade dress, logos and slogans, individually and/ or as may be combined with one another, used by Tenon at any time, whether or not registered. Everything you see, read or use as a result of your access to the Platform or use of the Platform, including, without limitation, all features, templates, functionality and capabilities and all modifications, new versions, new features, enhancements, improvements, functionality, all derivatives and each component thereof and thereto, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein and thereto (i) are confidential and proprietary to Tenon, (ii) are either owned by or under license to Tenon, (iii) are protected by all applicable United States and international intellectual property laws and (iv) may only be used in the manner and for the purpose set forth in this Agreement. This includes use of Tenon's URL addresses or Marks in page text, as key words, meta tags or any other 'hidden text.' Tenon gives you a non-exclusive, non-transferable, revocable restricted license, terminating on the earlier of termination of your account or this Agreement, to access the Platform and use the Platform solely for your internal business purposes, solely in the manner and as permitted by this Agreement and/or descriptions or documentation provided by Tenon. You may not disclose, duplicate, download (other than as expressly permitted), copy, create derivatives from or make any other use of all or any part of the Platform, use any data gathering or extraction tools, reverse engineer Tenon's Technology or attempt to circumvent its security features, resell the Platform, including as an application service provided or on a time-share basis. You must access the Platform solely through the particular interface specified by Tenon for such purpose. Nothing in this Agreement gives you any right, title or interest other than the limited access and use rights permitted by these Terms of Service. You give Tenon a non-exclusive right and license to use and permit Tenon's third party service providers to use all material, information and data of any nature or sort you upload to and transmit through the Platform, including suggestions on enhancing the Platform code, to enable Tenon to provide the Platform, to identify you as an Tenon customer and for any other purpose described in this Agreement.
G. MODIFICATION TO THE AGREEMENT, PLATFORM
From time to time, Tenon may update or change this Agreement at any time and for any reason. Please consult this Agreement regularly for any changes. Please note that unless the changes materially alter Tenon's use of any personal information you provide (in which case we will seek your affirmative express consent to such changes), your subsequent access to or use of the Platform will signify your consent to all changes.
Tenon may change any part of the Platform, including disabling or expanding any features and capabilities, interrupting, restricting, modifying or discontinuing, temporarily or permanently, at any time for any reason. You agree that Tenon shall not be liable to you or to any third party for such actions. Tenon may also modify, suspend or terminate all or any part of the Platform, limit the number of users and/or how often users may access the Platform and the duration of use during any given time period, all without incurring any liability or obligation to you or any third party.
H. DISCLAIMERS; LIABILITY LIMITS.
(a) AS-IS; NO WARRANTIES. TENON DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS AND LIABILITY WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENTS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, THE PLATFORM AND YOUR USE THEREOF, WHETHER EXPRESS, IMPLIED OR IMPOSED BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF CONDUCT. YOU AGREE THAT YOUR ACCESS TO, AND/OR USE OF, ALL OR ANY PART OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TENON HEREBY DISCLAIMS ANY AND ALL DAMAGES FOR, ARISING OUT, OF OR RELATED TO YOUR INABILITY TO ACCESS OR USE THE PLATFORM, TENON'S BREACH OF THIS AGREEMENT, OR ANY CLAIM BY YOU OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY CLAIM BY ANY OF YOUR CUSTOMERS FOR WHOM YOU USED THE PLATFORM TO PROVIDE SERVICES TO YOUR CUSTOMER. NOTWITHSTANDING ANYTHING CONTRARY HEREIN, ALTHOUGH TENON WILL TAKE REASONABLE PRECAUTIONS TO MAINTAIN YOUR ACCESSIBILITY TO THE PLATFORM AND PROTECT YOUR ACCOUNT FROM DELETION, CORRUPTION OR UNAUTHORIZED MODIFICATION OF OR ACCESS TO ANY PART OF THE PLATFORM, TENON MAKES NO REPRESENTATION OR WARRANTY AND EXPRESSLY DISCLAIMS THAT ITS EFFORTS WILL ALWAYS BE SUCCESSFUL, THAT THE PLATFORM WILL MEET YOUR NEEDS, THAT YOUR USE WILL BE ERROR-FREE OR THAT YOUR USE OR BUSINESS OPERATIONS WILL BE UNINTERRUPTED. TENON DISCLAIMS LIABILITY FOR FAILURE TO COMPLETE YOUR TRANSACTION DUE TO INABILITY TO CONNECT TO ANY PART OF THE PLATFORM OR PAYMENT PROCESSOR CLEARANCE ISSUES, SUCH AS IF YOU HAVE EXCEEDED YOUR CREDIT CARD LIMIT OR IF YOUR CARD IS REJECTED FOR ANY REASON.
(b) NO ADVICE. ANY INFORMATION OR GUIDANCE ACCESSED THROUGH THE PLATFORM AND/OR CONTAINED WITHIN OR PROVIDED THROUGH PLATFORM, INCLUDING WITHOUT LIMITATION THE RESULTS OF ANY WEBSITE TESTS CONDUCTED THROUGH THE PLATFORM OR OTHER GUIDANCE WITH RESPECT TO COMPLIANCE WITH VARIOUS LAWS, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION THOSE COMMONLY KNOWN AS THE AMERICANS WITH DISABILITIES ACT OF 1990 AS AMENDED BY THE ADA AMENDMENTS ACT OF 2008, APPLICABLE SECTIONS OF THE COMMUNICATIONS ACT OF 1934 AS AMENDED BY THE TELECOMMUNICATIONS ACT OF 1996, 251(a), THE REHABILITATION ACT, THE INDIVIDUALS WITH DISABILITIES EDUCATION ACT, OR THEIR INTERNATIONAL COUNTERPARTS, ANY OR ALL AS AMENDED FROM TIME TO TIME, OR RELATED RULES OR REGULATIONS IS PROVIDED SOLELY AS A COURTESY AND IS NOT LEGAL ADVICE OR COUNSEL. OTHER LAWS MAY APPLY TO YOU OR YOUR CUSTOMERS DEPENDING ON THE NATURE OF THEIR GOODS AND SERVICES. TENON EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES AND ANY LIABILITY WITH RESPECT TO ANY INFORMATION OR GUIDANCE PROVIDED.
(c) LINKS. THE PLATFORM MAY CONTAIN LINKS TO OTHER INTERNET WEBSITES OR RESOURCES. WHEN YOU LINK TO THOSE SITES, YOU LEAVE PLATFORM. TENON HAS NO CONTROL OVER SUCH SITES, THEIR CONTENT AND RESOURCES OR THE BUSINESS PRACTICES OR POLICIES OF OPERATORS OF SUCH SITES. PLEASE USE CAUTION AND REVIEW THE TERMS OF SERVICE AND POLICIES OF ANY WEBSITES THAT YOU VISIT TO LEARN MORE ABOUT THEIR INFORMATION-GATHERING AND SHARING PRACTICES. TENON EXPRESSLY DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR THE AVAILABILITY OR ACCURACY OF SUCH EXTERNAL WEBSITES OR RESOURCES OR THE CONTENT THEREON. TENON DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH WEBSITES OR RESOURCES. THE INCLUSION OF ANY LINK ON PLATFORM DOES NOT IMPLY THAT TENON ENDORSES THE LINKED WEBSITE. YOUR USE OF ANY LINKS IS AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT TENON SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY GOODS, SERVICES OR MATERIALS AVAILABLE ON OR THROUGH ANY SUCH LINK, WEBSITE OR RESOURCE.
(d) FORCE MAJEURE. TENON SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO YOUR ACCESS TO THE PLATFORM. TENON SHALL NOT BE LIABLE IF IT IS UNABLE TO PROVIDE THE PLATFORM (OR ANY PART THEREOF) OR PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THIS AGREEMENT DUE TO, DIRECTLY OR INDIRECTLY, THE FAILURE OF ANY PART OF THE PLATFORM, ANY TELECOMMUNICATIONS CARRIER, TELECOMMUNICATIONS, POWER OR ELECTRICAL FAILURE OR SURGE, ANY INDUSTRIAL OR LABOR DISPUTE, CIVIL DISTURBANCE, EXPLOSION, FLOOD, EXTREME WIND, LIGHTNING, FIRE OR OTHER CASUALTY OR ACT OF NATURE, INABILITY TO SECURE SUFFICIENT FUEL, ENERGY, MATERIALS, SERVICES OR TRANSPORTATION OR ANY OTHER EVENT BEYOND TENON'S REASONABLE CONTROL.
(e) CONSEQUENTIAL DAMAGES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR MANDATED BY LAW, IN NO EVENT SHALL ANY OF THE TENON PARTIES (AS DEFINED IN SECTION J BELOW) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONTINGENT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROFITS, BUSINESS, GOODWILL OR LOSS OF USE, EVEN IF TENON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
2. LIMITATION OF LIABILITY:
TENON'S SOLE LIABILITY, AND THAT OF ITS LICENSORS, SUPPLIERS AND BUSINESS PARTNERS, IS LIMITED TO TENON'S FEES BUT (NOT THOSE OF ANY THIRD PARTY) ACTUALLY RECEIVED BY TENON FROM YOU AS A RESULT OF YOUR USE OF PLATFORM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN TENON AND YOU. TENON'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST TENON WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOUR LEGAL RIGHTS WITH RESPECT TO THE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT MAY VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS/DISCLAIMERS MAY NOT APPLY TO YOU.
You agree to indemnify and hold harmless Tenon, its shareholders, officers, directors, employees, suppliers, licensors, service providers, agents and those of Tenon's respective affiliates (collectively, the "Tenon Parties") from any loss, liability, damages, fees, costs, claims, penalties or demands including reasonable fees of attorneys and other professionals, and any interest thereon, whether direct, indirect, special or consequential, whether or not brought to suit, due to, arising out of or related to your access to and/or use of the Platform. Your indemnification of Tenon Parties includes, without limitation, claims arising out of any alleged violation of any law, statute, regulation, or rule of any jurisdiction as amended, third party claims of any nature or sort, including those of your customers, for any injury, damage, loss or harm (whether to you or any third party) arising out of or related to your access to and/or use of the Platform and/or your breach of this Agreement.
J. GOVERNING LAW:
Any claim between you and Tenon arising out of or related to this Agreement or the Platform shall be resolved exclusively within the applicable federal or state courts situated within the State of Maryland, U.S.A. You waive any jurisdictional venue or inconvenient forum objections to such courts. Notwithstanding the foregoing, Tenon may seek equitable relief in any court of competent jurisdiction to prevent or enjoin misappropriation, misuse, unauthorized disclosure or infringement of its intellectual property rights.
K. NOTICES AND PROCEDURES FOR COPYRIGHT INFRINGEMENT CLAIMS:
Tenon respects the intellectual property rights of others and asks that anyone accessing or using the Platform do the same. If you believe that anything on the Sites constitutes copyright infringement of your work, please send a written notice complying with the requirements of the Digital Millennium Copyright Act ("DMCA") to Tenon at 309 Ferndale Road, Glen Burnie Maryland 21061. Please email a copy of the notice to firstname.lastname@example.org. Please include "Notice of Infringement" in subject line. Upon receipt of notices complying with law, Tenon will process and investigate notices of alleged infringement and will take appropriate actions, including if applicable removal or blocking the infringing material.
You may not assign this Agreement without Tenon's prior written consent. This Agreement, any additional terms and conditions specific to your orders along with each re-affirmation you make through the Platform represents the entire agreement between you and us, which may only be amended as described in this Agreement. If any part of this Agreement is found invalid, the balance of the Agreement remains enforceable; provided however that the Platform shall not be available where prohibited by law. No third party, including any customer of yours, will be deemed to be an intended or unintended third party beneficiary of this Agreement. You acknowledge that you will comply with the laws and regulations of the United States and other countries that may restrict or affect the export and re-export of Tenon's Technology. The following provisions shall survive expiration or termination of your account and/or this Agreement: Section C. "FEES; PAYMENT; CREDITS," F. "PROPRIETARY RIGHTS; LIMITED LICENSE," H. "DISCLAIMERS; LIABILITY LIMITS" and any limits, representations, warranties and disclaimers set forth elsewhere in this Agreement, I. "INDEMNITY," J. "GOVERNING LAW," K. "NOTICES AND PROCEDURES FOR COPYRIGHT INFRINGEMENT CLAIMS," and L. "MISCELLANEOUS. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term. Headings and captions shall not be considered included for purposes of interpretation or application hereof, but are for convenience only. Tenon does not discriminate on the basis of race, color, sex, religion, national origin, handicap or familial status in the establishment of fees, entrance qualifications or standards for the use of the Platform. The Platform service offering is a "Commercial Item," as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. § 12.212, 227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein.