Terms of Use

Effective Date: March 24, 2020

 

Auxilia, Inc. (“Auxilia”, “we”, “our”) offers a charitable donation platform, including mobile applications and websites related to such platform.

 

The following terms of use (“Terms of Use”), in connection with the Privacy Policy, represent a legal agreement and govern all use of (1) the www.theauxilia.com website (the “Site”), which is owned by Auxilia, Inc.; (2) our mobile applications to which these Terms of Use apply (the “Application”); and/or (3) any of the Services offered by Auxilia made available through the Site or the Application (together, with the Site and the Application, the “Services”).

 

Please review these Terms of Use as they govern your use of the Services. BY ACCESSING, BROWSING, OR USING THE SERVICES, OR BY CLICKING TO AGREE TO THESE TERMS OF USE WHEN THAT OPTION IS MADE AVAILABLE TO YOU, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY POLICY, INCLUDING, WITHOUT LIMITATION, BINDING ARBITRATION AND WILL COMPLY WITH ALL APPLICABLE LAWS. IF YOU DO NOT AGREE THEN PLEASE DO NOT USE OR ACCESS THE SERVICES. WE WILL DETERMINE YOUR COMPLIANCE WITH THESE TERMS OF USE IN OUR SOLE DISCRETION AND OUR DECISION WILL BE FINAL AND BINDING.

 

Auxilia controls and operates the Services from its offices within the United States. Claims relating to, including the use of, the Services, Auxilia Content (as defined below), these Terms of Use and the Content (as defined below) contained herein are governed by the laws of the United States and the State of Colorado, without regard for its conflicts of law provisions. Auxilia and you agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of these Services shall be filed only in the state or federal courts located in Denver, Colorado, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action that is not subject to binding arbitration as set forth herein. You expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and you hereby waive any objection that you may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. If you do not agree, please do not use these Services. If you choose to access these Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.

 

The Services enable our users to, among other things, provide an online portal through which donations to charitable organizations can be made, communicate amongst each other and various charitable organizations, track donations to charitable organizations and provide marketing tools for charitable organizations. We also provide other related services, such as real-time data analytics. Find out more about our Services here.

 

If you wish to use Auxilia’s Services, you might be requested to provide Auxilia, its third party service providers and/or its customers with certain information, including information about your identity, financial donations, e-mail address, physical address, birthdate, historical donations and such similar information. We may share your name with other users so that they may request to contact you. We may further share additional personal information with other users and/or customers upon your approval to communicate or be matched with such other users and/or customers. Specifically, we may share your contact information (phone, email, address) preferred contact methods, donor opt out preference, current employer, connected donors, volunteer preferences (types of events, availability) with our customers upon your approval. Further, you may opt-out of a connection with a customer or opt-out of receiving communications from customers by accessing your account settings. We may (or through an analytic service), either incidentally during the course of business or with your permission, also access your name, email address, mobile device number, collect other third party data about you, and collect other information as we may request from time to time, (collectively, the “Personal Information”). Please see our Privacy Policy here for further details. The information collected by analytic services, including, without limitation Personal Information, is anonymous and aggregated. We reserve the right to use this information for any lawful business purpose, including selling or sharing the aggregated and anonymized data collected, whether by us or a third party service provider. We may also use this aggregated and anonymized data to analyze trends or seek third party advertisers.

 

The Site or Application may also contain links to third party websites that are not owned or controlled by Auxilia. Auxilia makes no representations or warranties regarding any websites, information or content that may be accessible through the Services that is not maintained, controlled or created by Auxilia. Further, Auxilia assumes no responsibility for the content, privacy policies, cookies, or practices of any third-party websites. Auxilia will not censor or edit the content of any third-party websites. Additionally, because Auxilia does not control non- Auxilia sites or the products advertised therein, you acknowledge and agree that Auxilia is not responsible for the availability of such non-Auxilia sites, products, or services, and is neither responsible nor liable for any content, advertising, products, services or other materials on or available from such sites. In no event shall any reference to any non- Auxilia site, product or service be construed as an approval or endorsement by Auxilia of such site, product or service. Please see our Privacy Policy for further details. By using the Site, you expressly relieve Auxilia from any and all liability arising from your use of any third-party website.

 

PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you. The information you provide us is subject to our Privacy Policy.

 

USE OF AND REQUIREMENTS TO USE THE SITE, APPLICATION, AND SERVICES

In using the Services, you agree that:

  • you accept and agree to these Terms of Use and our Privacy Policy;
  • you will register an account with us on the Site or the Application;
  • you are a U.S. citizen of at least 18 years of age or have your parent’s or guardian’s permission to use the Services and are 13 years old or older;
  • your use of the Services shall comply with all applicable laws;
  • you will not modify, translate, disassemble, reverse engineer any portion of the Services, or otherwise seek to obtain the source code of the Services or Auxilia Content;
  • you will not launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Services in a manner that sends more request messages to the Auxilia servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Auxilia grants the operators of public search engines permission to use spiders to copy Content from the Services for the sole purpose of creating publicly available searchable indices of the Content, but not caches or archives of such Content and provided that such spiders do not affect operation of the Services. Auxilia reserves the right to revoke these exceptions either generally or in specific cases;
  • you will neither collect or harvest any personally identifiable information, including e-mail addresses, from the Services, nor use the communication systems provided by the Services for any commercial solicitation purposes;
  • you will not solicit, for commercial purposes, any users of the Services;
  • you will not create or transmit unwanted electronic communications such as “spam” to other users or members of the Services or otherwise interfere with other user’s or member’s enjoyment of the Services;
  • you will not transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
  • you will not use the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;
  • you will not  use any device, software or routine that interferes with the proper working of the Services;
  • you will not use any device, software, or other instrumentality to disrupt, damage or interfere with or attempt to disrupt, damage or interfere with the proper functioning of the Services;
  • you will not to violate or attempt to violate the security of this Services, including, without limitation, (i) logging onto an account that you are not authorized to access; (ii) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (iii) attempt to transmit any “virus”, “Trojan horse” or other software destruction or disruption device; and
  • you will not intentionally or unintentionally violate any applicable international, federal, state or local law, including but not limited to any regulations applicable to your use of the Services.

 

SITE CONTENT, OWNERSHIP, AND USE RESTRICTIONS

You are authorized to use the Services and the Content therein, solely for your own personal and non-commercial use, and all other uses are prohibited. You agree neither to use the Services to act on behalf or for the benefit of a third-party, nor to allow a third-party to have access to your username or password in order to use the Services. 

 

You are solely responsible for any and all activity that occurs on your account and mobile device, and you must keep your password and mobile device secure. Except as otherwise required by applicable law, you are responsible for all transactions and other activities authorized or performed using your username and password or mobile device, whether authorized or unauthorized by you. Except as otherwise expressly stated in these Terms of Use or required by applicable law, we are not responsible for any losses arising out of the loss or theft of your Personal Information on your mobile device or from unauthorized or fraudulent transactions associated with your account. If you suspect or become aware of any unauthorized activity or access to your username, password, or mobile device, or if your mobile device is stolen or lost, you must contact us immediately at support@theauxilia.com

 

YOUR ACCOUNT

You may be required to create an account and specify a password in order to use certain services or features on the Services. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. Do not try to and do not impersonate anyone else when you create your account. If your information changes at any time, please update your account to reflect those changes. You agree to update such information to keep it true and accurate. Auxilia is not responsible or liable for any inaccurate information you provide. 

 

In some cases, an account may be assigned to you by an administrator, such as your employer. If you are using or logging into an account assigned to you by an administrator, additional terms may apply to your use of the Services. Moreover, your administrator may be able to access or disable your account without our involvement.

 

Some portions of the Site require you to select a password upon creation of an account. Select a password that would be difficult to guess, and change it regularly as an added precaution. You agree not to share your password or share access to your account. You agree that you are responsible for activities that occur under your account. You agree to notify us immediately of unauthorized use of your password or account.

 

We reserve the right to take such action in our discretion to help ensure the security of the Site or Application, including, without limitation, terminating an account. Notwithstanding the above, we may rely on the authority of anyone accessing your account or using your password, and in no event, and under no circumstances, shall we be held liable to you for any liabilities or damages arising out of (i) any action or inaction of Auxilia under this provision or (ii) any compromise of the confidentiality of your account or password or any unauthorized access to your account or use of your password except to the extent such compromise, access or use is caused solely by Auxilia’s breach of the express terms of these Terms of Use, as proved by clear and convincing evidence. You may not use anyone else’s account at any time.

 

TERMINATION

This Terms of Use is effective until terminated by either party. We may terminate or suspend these Terms of Use at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Services in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms.

 

You may stop using the Services, account, and terminate the Terms of Use at any time by contacting us at support@theauxilia.com and providing sufficient information for us to verify your identity. Your termination of these Terms of Use will not affect any of our rights or your obligations arising under these Terms of Use prior to termination.

 

Upon termination of these Terms of Use, you shall destroy all Content obtained from the Services and all related documentation thereof, whether made under the Terms of Use or otherwise. The Terms of Use will terminate immediately without notice from Auxilia if in Auxilia’s sole discretion you fail to comply with any provision of the Terms of Use, if we are required to do so by law, or if we no longer make the Services available for any reason or no reason. Further, except as otherwise required by law, upon termination Auxilia will retain all information and data utilized with the Services, including all Content and Personal Information utilized therewith.

 

Provisions of these Terms of Use that, by their nature, should survive termination of these Terms of Use will survive termination of these Terms of Use.

 

TEXT MESSAGING AND ELECTRONIC COMMUNICATIONS

You represent and warrant that all communications you cause to be sent through the Services shall at all times comply with all applicable local, state and federal laws and regulations, including, but not limited to, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, and all other laws and regulations concerning privacy, telemarketing, and the sending of SMS text messages.

 

To permanently cease receiving text messages from Auxilia, reply STOP to any Auxilia message. You can also adjust your settings through the Services.

 

You may sign up to receive certain Auxilia notifications or information via text messaging. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Please be aware that texting charges can fluctuate internationally. Text messaging rates can normally be found by asking your service provider.

 

To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under these Terms of Use and in connection with your relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide you in paper form (e.g., by mail). By accepting and agreeing to these Terms of Use electronically, you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; (2) you satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified below.

 

Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at support@theauxilia.com. If you withdraw your consent to receive Communications electronically, we may decide, in our sole discretion, to close your account, in which case you will no longer be able to use your account or the Services, except as expressly provided in these Terms of Use. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that withdrawal of your consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

 

In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile device number or other text message address by updating your profile on the Site or Application.

  

YOU ARE THE CURRENT SUBSCRIBER OR CUSTOMARY USER OF THE MOBILE PHONE NUMBER YOU PROVIDED TO AUXILIA.

Message and data rates may apply. You agree that if the mobile telephone number you provide at any time becomes reassigned, terminated or otherwise no longer your current mobile telephone number, you will PROMPTLY NOTIFY Auxilia of any such reassignment or termination by calling (303) 910-9593 or by sending an email to support@theauxilia.com. All charges are billed by and payable to your mobile service provider. Auxilia does not charge for sending or receiving text messages. Data obtained from you in connection with the Services may include your mobile phone number, your carrier's name, your opt-out status, and the date, time, and content of your messages. We may use this information to contact you and to provide you with the Services. All data obtained is subject to our Privacy Policy.

 

You acknowledge that any text messages you receive from Auxilia are distributed via third-party mobile network providers. As a result, Auxilia cannot control certain factors relating to message delivery. You further acknowledge that neither Auxilia nor your wireless carrier is liable for delayed or undelivered text messages. 

 

USER CONTENT; SECURITY

We may provide opportunities for you to post text, photographs, videos, or other content (collectively, “Content”) on the Services. You can only post Content if you own all the rights to that Content, or if another rights holder has given you permission.

 

You do not transfer ownership of your Content simply by posting it. However, by posting Content, you grant us, our agents, licensees, and assigns an irrevocable, perpetual (non-exclusive) right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content. Without those rights, we couldn’t offer our Services. Please note that this license continues even if you stop using our Services. You hereby acknowledge and agree that your relationship with Auxilia is not a confidential, fiduciary or other special relationship and that your decision to submit any Content does not place Auxilia in a position of trust regarding such Content.

 

You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content you post. You further release and discharge Auxilia, any owners and/or operators, of the Site or Application, their respective affiliates, subsidiaries, employees, agents, successors and assigns from any and all claims that you might have in connection with the use, publication, display, reproduction, distribution or exploitation of the Content.

 

Keep in mind that if you send us any information, ideas, suggestions, or other communications to us, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you.

 

By submitting any Content to Auxilia, you represent and warrant that:

  1. the Content is true, accurate, current, and complete;
  2. you are not and shall not misrepresent your identity or your Personal Information;
  3. you shall promptly notify us of changes to your Personal Information by updating your account on the Site or Application;
  4. you are the sole author and owner of the Content and any intellectual property rights thereto, and have the appropriate authority to provide us with the rights and permissions to use the Content as stated herein;
  5. all “moral rights” that you may have in such Content have been voluntarily waived by you; and
  6. use of the Content you supply does not violate these Terms of Use and will not cause injury to any person or entity.

 

You further agree and warrant that you shall not submit any Content:

  1. that are known by you to be false, inaccurate or misleading;
  2. that infringes any third party’s intellectual property rights or rights of publicity or privacy;
  3. that violates any law, statute, ordinance or regulation;
  4. that are, or may reasonably be considered to be, defamatory, obscene, libelous, hateful, racially, ethnically or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
  5. for which you were compensated or granted any consideration by any third party;
  6. that include any information that references other websites, addresses, email addresses, contact information or phone numbers that are unrelated to you or the company or individual you have been authorized by; or
  7. that contains any computer viruses, worms or other potentially damaging computer programs or files.

 

Auxilia reserves the right to change, condense or delete any Content that Auxilia deems, in its sole discretion, to violate the Privacy Policy or any provision of these Terms of Use. Auxilia does not guarantee that you will have any recourse through Auxilia to edit or delete any Content you have submitted. Auxilia reserves the right to remove or to refuse to post any Content for any reason. You acknowledge that you, not Auxilia, are solely responsible for the Contents and the consequences of posting or publishing them. Auxilia has taken reasonable steps to ensure the confidentiality of information collected in the Services and any Content. However, unexpected changes in technology may be used by unauthorized third-parties to intercept confidential information and Auxilia cannot be responsible should confidential information be intercepted and subsequently used by an unintended recipient.

 

We are not responsible for, and do not endorse, Content posted by any other person. Accordingly, we may not be held liable, directly or indirectly, for any loss or damage caused to you in connection with any Content posted by another member.

 

We have a policy of limiting access to the Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may notify Auxilia as follows:

 

Address:         Auxilia, Inc.

                        Attn.: CEO

                        600 Superior Ave., E

                        Suite 2100

                        Cleveland, OH 44114

 

 

E-Mail Address:

support@theauxilia.com

 

Also, please note that if you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to Auxilia for certain costs and damages.

 

SECURITY

We maintain physical, electronic, and procedural safeguards and personnel policies, consistent with generally accepted industry standards that are designed to guard the Site, our systems Content provided by our Users. We will maintain any personally identifiable information that we collect and/or receive in accordance with our Privacy Policy.

 

USER CONDUCT GUIDELINES

Do not use the Services in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Services or any features on the Services (including any technological measures we employ to enforce these Terms).

 

If we (in our sole discretion) determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Services, and take appropriate legal actions.

 

Using our Services does not give you ownership of any intellectual property rights to the Auxilia Content or any other content you access. You may not use content from our Services unless you obtain permission from us or its owner, or unless you are otherwise permitted by law.

 

When you use a Site or send communications to us through a Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of a Site. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting Content, creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Statement.

 

NOTICE FOR CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to support@theauxilia.com. You may also contact us by writing to Auxilia, Inc., Attn., CEO, 600 Superior Ave., E., Suite 2100, Cleveland, OH 44114. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

 

CROSS-BORDER APPLICATION

The Services are intended to be made available only to individuals in the United States, and the information on the Site or Application is only for such persons. Nothing on the Services shall be considered a solicitation to sell services to any person in any jurisdiction where such offer or solicitation would be unlawful under the laws of such jurisdiction. You may not use the Services and may not accept these Terms of Use if (1) you are not of legal age (either under the laws of the state of Colorado or the laws of the jurisdiction of which you are a resident or from which you use the Site or Application) to form a binding contract with us, or (2) you are a person barred from using the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services. 

 

THIRD-PARTY BENEFICIARY; ADDITIONAL TERMS

You agree that our third-party services providers are third-party beneficiaries of the applicable provisions of these Terms of Use, with all rights to enforce such provisions as if such service providers were a party to these Terms of Use.

 

In conjunction with your access or use of the Services, you may be subject to additional terms, rules, policies, and conditions that are posted on the Site or Application (the “Additional Terms”), which are hereby incorporated by reference into these Terms of Use. In the event of a conflict between any Additional Terms and these Terms of Use, these Terms of Use will control.

 

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

LIMITATIONS OF LIABILITY

EXCEPT WHERE PROHIBITED, THE SERVICES ENTITIES SHALL NOT BE LIABLE FOR (1) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (2) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF $100; (3) ANY EVENT BEYOND OUR REASONABLE CONTROL; OR (4) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR ANY THIRD PARTY’S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED (COLLECTIVELY, “DAMAGES”).

 

THIS DISCLAIMER OF LIABILITY FOR DAMAGES INCLUDES, BUT IS NOT LIMITED TO DAMAGES FOR (1) LOSS OF USE, GOODWILL, DATA, OPPORTUNITY, OR PROFITS,  OR COST OF PROCURING SUBSTITUTE SERVICES; (2) THE TRANSMISSION OF ANY VIRUSES, DATA OR HARMFUL CODE THAT MAY AFFECT YOUR EQUIPMENT OR ANYONE ELSE’S EQUIPMENT; (3) ANY INCOMPATIBILITY BETWEEN THE SERVICE’S FILES AND YOUR BROWSER OR OTHER WEBSITE ACCESSING PROGRAM, (4) ANY FAILURE OF ANY ELECTRONIC OR TELEPHONE EQUIPMENT, COMMUNICATION OR CONNECTION LINES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, OR ANY FORCE MAJEURE, ALL ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING, OR DISPLAY OF THE CONTENT OF THIS SITE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF AUXILIA’S NEGLIGENT, FRAUDULENT, OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.

 

OUR WARRANTIES AND DISCLAIMERS

We provide our Services using a commercially reasonable level of care and promise to do our best to make sure you enjoy the Services. But there are certain things that we don’t promise about our Services.

 

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OF USE, NEITHER AUXILIA NOR ITS AGENTS OR THIRD PARTY SERVICE PROVIDERS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES, THE CONTENT OF THE SITE, AND THE AUXILIA CONTENT. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

 

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTIES OR CONDITIONS OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL SUCH WARRANTIES.

 

ALTHOUGH AUXILIA BELIEVES THE CONTENT TO BE ACCURATE, COMPLETE, AND CURRENT, AUXILIA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THIS SITE IS ACCURATE, COMPLETE, OR CURRENT. AUXILIA DOES NOT WARRANT THAT THE SERVICES, DESCRIPTIONS, INFORMATION OR CONTENT INCLUDED ON THE SITE OR APPLICATION WILL BE AS REPRESENTED BY THIRD-PARTY PROVIDERS, WILL BE FREE OF DEFECTS OR LAWFUL TO SELL, OR WILL BE SATISFACTORY TO YOU, OR THAT THIRD-PARTY PROVIDERS WILL PERFORM AS PROMISED.

 

WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

 

The Content and Services described on the Site may be out of date and Auxilia makes no commitment to update the information regarding Content and the Services on the Site. However, in an effort to provide you with the most current information, Auxilia will, from time to time, make changes in the Content and in the Services described on this Site.

 

Any Content or other material downloaded or otherwise obtained through the Services is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

 

DISPUTE RESOLUTION

 

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Binding Arbitration

If the Parties are unable to resolve a any controversy or claim arising out of or relating to the Site, use of the Site, these Terms of Use and/or the Privacy Policy (each a “Dispute”) through informal negotiations, you and Auxilia agree that the Dispute (except those Disputes expressly excluded below) shall be settled by binding arbitration to be held in Denver, Colorado in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. To the extent permitted by law, Auxilia shall pay the administrative fees associated with the arbitration, except for the first $300.00 in administrative fees for any arbitration that is initiated by me, and each of us shall separately pay our counsel fees and expenses. The arbitrator shall apply Colorado law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by the American Arbitration Association, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither you nor Auxilia shall be entitled to arbitrate their dispute. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THIS SITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

 

Class Action Waiver

The parties agree to bring any dispute in arbitration only on their own behalf, and not on a class or collective actions basis. Accordingly:

 

There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”).  The Class Action Waiver shall not be severable from this Arbitration Agreement in any case in which: (a) the dispute is filed as a class and/or collective action and (b) a civil court of competent jurisdiction (subject to appeals if any to an appellate court) finds the Class Action Waiver is unenforceable. In such instances, the class and/or collective action must be litigated in a civil court of competent jurisdiction.  

 

Notwithstanding  any other clause  or language in this  document, Arbitration Agreement and/or any rules or procedures that might otherwise apply by virtue of this document or by virtue of any arbitration organization rules or procedures that now apply or any amendments and/or modifications to those rules, any claim that the Class Action  Waiver or any portion of the Class Action Waiver, is unenforceable, inapplicable, unconscionable, or void or voidable, shall be determined only by a court of competent jurisdiction and not by an arbitrator.

 

The Class Action Waiver and any other provision of this Arbitration Agreement shall be severable in any case in which the dispute is filed as an individual (non-class and non-collective) action and severance is necessary to ensure that the action proceeds in arbitration. 

 

COPYRIGHT AND TRADEMARKS

The information contained on the Services, including all text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Auxilia Content”) are copyrights, trademarks, trade dress or other intellectual property owned by, controlled by, or licensed to Auxilia and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Auxilia and our licensors reserve all rights in and to our Services and the Auxilia Content. We may, but are not obligated to, monitor your use of the Services and Auxilia Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Auxilia Content for (i) your own personal, non-commercial use or (ii) if you are a business or organization, to communicate about your business or organization with your Contacts. However, such license is subject to these Terms of Use and does not include any right to (a) sell, resell or commercially use our Services or Auxilia Content; (b) copy, reproduce, distribute, publicly perform or publicly display Auxilia Content, except as expressly permitted by us or our licensors; (c) modify the Auxilia Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Auxilia Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Auxilia Content other than for their intended purposes. Any use of our Services or Auxilia Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

 

CHANGES TO THESE TERMS

These Terms of Use, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Services after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions. If you do not agree to the amended Terms of Use, you must stop accessing and using the Services.

 

Auxilia reserves the right, in its sole discretion, to revise these Terms of Use at any time upon posting the amended terms on the Site without providing notice to you. The amended terms shall automatically be effective upon posting. You should visit this page from time-to-time to review the then-current terms, because they are binding to you. Your continued use of the Services following Auxilia’s posting of any changes will constitute your acceptance of such changes.

 

NOTICE AND TAKE DOWN PROCEDURES

If you believe any materials ("Materials") on the Site infringe your copyright or trademark rights, you may request such Materials be removed by following the notice and take down procedures of the Digital Millennium Copyright Act. To follow those procedures, contact Compliance at Auxilia (address below) and provide the following information:

  1. A clear statement identifying the works, or other materials believed to be infringed.
  2. A statement from the intellectual property owner ("Owner") or authorized representative that the Materials are believed to be infringing and not authorized by the Owner.
  3. Sufficient information about the location of the allegedly infringing Materials so that Accretive can find and verify its existence.
  4. Your name, telephone number and e-mail address.
  5. A statement from you under penalty of perjury that the information supplied is accurate, and that you are authorized to act on the Owner's behalf.
  6. A signature or the electronic equivalent from the Owner or authorized representative.

Auxilia’s agent for notice of copyright or trademark issues on the Site can be reached as follows:

Attn: DMCA Notice – Auxilia, Inc.

600 Superior Ave., E, Suite 2100

Cleveland, OH 44114

 

Auxilia shall be free to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, or marketing products incorporating such information. You further agree that Auxilia may use information about your demographics and use of this Site in any manner that does not reveal your identity.

 

CONTACT US

If you have questions or comments about this policy, you may email us at support@theauxilia.com or by post to:

 

Auxilia, Inc. 

Attn: Terms of Use

600 Superior Ave., E, Suite 2100

Cleveland, OH 44114