1. Limited License and Restrictions on Use
Subject to your compliance with the Website Agreement, AvidXchange grants to you a limited, non-exclusive, non-transferable, and revocable license to access and use the Websites and Content (defined below in this Section 1) solely for your internal business purposes. Accessing or using the Websites for any other purpose is strictly prohibited.
You agree that you will not (i) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Content or any portion of the Websites in any way; (ii) copy or modify the Websites or the Content or make derivative works based upon the Websites or the Content; (iii) create internet links to the Websites or frame or mirror any Content on any other server or wireless or internet-based device; (iv) reverse engineer the Websites or the Content; (v) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content; or (vi) access or use the Websites or the Content in order to (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics; (c) monitor its availability, performance or functionality or for any other benchmarking or competitive purposes; or (d) copy any ideas, features, functions or graphics of the Websites or the Content. You further agree that you will not access or use the Websites to: (i) engage in any unlawful or illegal behavior, (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Websites or the Content; or (vi) attempt to gain unauthorized access to the Websites or Content or any related systems or networks.
“Content” means the visual, audio and/or electronic information, data, documents, or other materials made available by AvidXchange or its third party licensors on the Websites, including but not limited to, any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Websites, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Websites.
2. Intellectual Property Rights
You agree that all aggregated user data available from your use of the Websites and the Content is owned exclusively by AvidXchange. You further agree that any communication or material you send to a Website, electronically or otherwise, including but not limited to data, questions, comments, survey responses, suggestions or submissions is and will be treated as non-confidential and non-proprietary and that anything you send to or through a Website may be used by AvidXchange for any purpose including, but not limited to modification, reproduction, transmission, disclosure, publication, broadcast, and posting. By submitting material to a Website, you irrevocably transfer and assign to AvidXchange, and forever waive and agree never to assert, any copyrights, “moral” rights, rights of publicity or to privacy, or other intellectual-property or proprietary rights that you may have in such material. AvidXchange is free to use, without obligation of any kind, any ideas, concepts, techniques, or know-how contained in any communication you send to a Website for any purpose whatsoever, including, but not limited to developing, manufacturing, and marketing products and services.
Certain Websites or portions thereof may require a user account and password. You are responsible for any and all activities that occur through your user account(s). You shall: (i) keep all passwords and user ID’s confidential and promptly notify AvidXchange after discovery of any unauthorized use of any password or user account or any other known or suspected breach of security and (ii) not knowingly impersonate another user or provide false information to gain access to or use the Websites. Any person accessing any portion of the Websites or taking any action on behalf of any entity or any other person represents and warrants to AvidXchange that it has full authority to do.
4. No Warranty
THE WEBSITES AND ALL CONTENT ARE PROVIDED AND MADE AVAILABLE STRICTLY ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AVIDXCHANGE DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE WEBSITES OR THEIR CONTENT AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS RELATED THERETO. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM COMPUTER VIRUSES OR ANY OTHER HARMFUL OR CORRUPTED FILES, ARE HEREBY DISCLAIMED; AND AVIDXCHANGE SHALL HAVE NO LIABILITY OR RESPONSIBILITY RELATED THERETO, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
5. Third Party Sites
The Websites may contain links to websites controlled, offered or maintained by third parties. Unless expressly stated otherwise, AvidXchange is not affiliated with these third-party websites and AvidXchange make no representation concerning, and is not responsible for, these third-party websites or their content. Your access and use of the third-party websites is at your own risk.
6. Limitation of Liability
YOUR ACESS TO, AND USE OF, THE WEBSITES, THE CONTENT AND ANY RELIANCE THEREON IS AT YOUR OWN RISK. NEITHER AVIDXCHANGE NOR ANY OF ITS LICENSORS OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND, INCLUDING DIRECT, PUNITIVE, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING FOR EXAMPLE, LOSS OF GOODWILL, DATA, REVENUE, PROFITS, SAVINGS, USE OR ECONOMIC ADVANTAGE), OR CLAIMS OF THIRD PARTIES ARISING OUT OF, OR RELATING TO, YOUR USE OF OR ACCESS TO THE WEBSITES OR ANY CONTENT OR INFORMATION MADE AVAILABLE OR PROVIDED ON THE WEBSITES, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY, OR OTHERWISE AND YOU HEREBY WAIVE ANY AND ALL RELATED CLAIMS AGAINST AVIDXCHANGE, OUR AFFILIATES AND OUR RESPECTIVE AGENTS, REPRESENTATIVES, AND LICENSORS.
YOUR SOLE AND EXCLUSIVE REMEDY AGAINST AVIDXCHANGE WITH RESPECT TO YOUR USE OF THE WEBSITES OR CONTENT IS TO STOP USING THE WEBSITES AND CONTENT.
7. Modifications, Suspension or Termination
AvidXchange reserves the right to modify or remove any functionality provided by the Websites and any Content contained on the Websites and to modify or amend the Website Agreement, in whole or in part, at any time and without notice to you. Your continued access to or use of the Websites or Content after implementation of any changes constitutes your acceptance thereof. You may not modify the Website Agreement in any manner whatsoever.
AvidXchange may discontinue or terminate any Website or any portion thereof at any time and without notice. AvidXchange may also suspend or deactivate your access to any Website or any portion thereof or any user account or password, which may include blocking your IP address, at any time and without notice to you.
If you have any questions, please contact us at: [email protected].