Terms of service For application software license

‍You acknowledge and agree that by accessing, using, consummating a financial transaction, or browsing the services, you are affirming that you have read, understand and agree to be bound by these terms. If you do not agree to these terms, then you have no right to access or use the services.‍‍‍

1. USE OF OUR SERVICES. Accern providesready-made artificial intelligence applications that Users can subscribe to ona month-to-month basis. Users will be able to access the selected applicationand receive data through an API feed or via view-only dashboard. Subject toyour compliance with these Terms, we will provide you with access to theServices. Access to the Services is permitted on a temporary basis, and wereserve the right to withdraw or amend the service we provide without notice.We will not be liable if for any reason our Services are unavailable at anytime or for any period or if we terminate your access to the Services. You mustbe eighteen (18) years or over in order to use the Services.

2. Subscription period; payments

2.1. Subscription Period and Renewals. The Services shall be available upon your purchaseof the applicable application and receipt by Accern of your initial payment.  Your access to the Services (and yourobligation to make additional monthly payments)  shall automatically renew each monththereafter until You provide prior written notice to cancel on or before the30th day of the then-current month (the “Subscription Period”). The monthlysubscription price (the “Subscription Fee”) will be charged in advancebefore commencement of the Services.

2.2. Subscription Feesand Payment Terms. All invoiced Subscription Fees and expensesare due and payable in United States Dollars, electronically on a monthly orannual basis (as applicable) and shall be automatically charged to the paymentmethod provided by User. User agrees to pay directly or reimburse Accern forany taxes arising in connection with the Services, excluding taxes on Accern’snet income. Any amounts which remain outstanding for longer than thirty (30)days of the invoice date are subject to a late charge in the amount of one anda half percent (1.5%) per month or the maximum permissible by law, whichever isless. For the avoidance ofdoubt, each separate application or data feed purchased by You shall be subjectto a separate Subscription Fee and separate Software license, subject to theseTerms.

2.3. PaymentProcessing. By entering your paymentinformation on the Services when requested, you authorize our third-party payment processor (“PaymentProcessor”) to charge and process the fees andcharges assessed in connection with the Subscription. We may ask you to supplyinformation relevant to your purchase including your credit card number, theexpiration date of your credit card, and your email and postal addresses forbilling and notification (such information, “Payment Information”). Yourepresent and warrant that you have the legal right to use all paymentmethod(s) represented by any such Payment Information. If you pay any amountswith a credit card, we may seek pre-authorization of your credit card accountprior to your purchase to verify that the credit card is valid and has creditavailable for a transaction. While We take reasonable efforts to ensure securetransmission of your information to third parties who assess and processpayments, We are not responsible for any fees or charges assessed by thirdparties or any errors in the processing of payments by third parties, includingany errors that result from third-party negligence, improper transmission ofpayment information, your mistaken submission of payment information, or yoursubmission of erroneous payment information. You agree to be bound by ourPayment Processor’s terms of service. The Payment Processor is responsible fortransacting such payments through its platform, and you agree to release andhold Accern harmless from any errors, negligence or misconduct by the PaymentProcessor. You authorize Payment Processor to directly remit Us any applicablefees owed to Us. Accern is not liable for any fees incurred due to billingerrors.

2.4. Cancellations. Any cancellationmade after the final business day of the applicable term period, as describedin Section 2.1. (Subscription Period and Renewals), will become effective as ofthe next payment period and You will continue to receive the Services paid foruntil such date. Any cancellation made less than 24 hours prior to thescheduled payment period termination date will become effective as of your nextpayment period, and you will continue to receive the Services until such date.

3. Software license

3.1. Availability. Accern willprovide You with the necessary access credentials and network links for remoteaccess to the Software and use diligent efforts to make the Software availableduring the Subscription Period. We shall usecommercially reasonable efforts to ensure the availability of the Services,except that we shall not be liable for: (a) scheduled downtime; or (b) anyunavailability caused directly or indirectly by circumstances beyond ourreasonable control, including without limitation, (i) a force majeure event;(ii) Internet host, webhosting, cloud computing platform, or publictelecommunications network failures or delays, or denial of service attacks;(iii) a fault or failure of your computer systems or networks; or (iv) anybreach by of these Terms by you.

3.2. Use Rights. Subject to theseTerms, (including payment of the Subscription Fees and any other userestrictions or conditions in the Services), Accern hereby grants to User (andAuthorized Users) the following rights, on a non-exclusive, non- transferable(except to permitted assigns), and non-sublicensable basis (except to AuthorizedUsers): (a) with respect to Software, the right to access and use the Softwareduring the Subscription Period, or (b) a limited-term, revocable right andlicense to install, operate, and execute the Software in accordance with theseTerms. The foregoing grants of rights permit Software use only by AuthorizedUsers and User’s non-commercial internal business purposes.

3.3. Use Restrictions. Except asexpressly permitted by these Terms, User will not use the Software for anypurposes beyond to the uses stated in Section 3.2. User will not, directly orindirectly, nor permit anyone to: (a) copy, adapt, modify, or create derivativeworks of the Software or documentation; (b) distribute, sublicense, lease,lend, rent, sell, transfer, publicly display, publicly perform, transmit,publish, broadcast or stream, use for timesharing or service bureau purposes,or provide access to the Software to third parties, or otherwise commerciallyexploit or make available the Software or documentation other than to User’sAuthorized Users, (c) work around any technical limitations, decompile,disassemble, or otherwise reverse engineer or attempt to reconstruct ordiscover (in whole or in part) any source code or object code, underlyingideas, algorithms, or file formats of the Software, or otherwise attempt toderive or gain access to any component of the Software, in whole or in part; (d)perform benchmark or performance analysis of the Software for any purpose, norpublish any such analysis; (e) remove, alter or obscure any proprietary noticesfrom the Software or documentation (or from any permitted copies thereof); (e)enable anyone other than an Authorized User to access the Services or Softwareor share login or password information with any person or party not explicitlyauthorized to access the Services or Software or (f) use the Software otherthan in accordance with the access or use rights granted in these Terms or theusage parameters specified in the Services, or in violation of applicable lawsand regulations, including but not limited to privacy laws, and laws orregulations concerning intellectual property, consumer and child protection,obscenity or defamation. User may not alter any Software configurationimplemented by Accern.

4. Access and security

4.1. AccessCredentials. User shall only permit the named developers, data scientists,researchers, or employees of User who are assigned unique access credentials(collectively, the “Authorized Users”) to use the Software and useappropriate administrative controls to ensure that Authorized Users do notshare access credentials with each other or any third party. User may at anytime substitute (by written notice to Accern) individual Authorized User(s) forothers, so long as User does not exceed the number of concurrent AuthorizedUsers authorized by the Services. User agrees that the Software, as well asaccess credentials provided by Accern constitute Confidential Information ofAccern. User is solely responsible for (and shall indemnify, defend and holdAccern harmless from) the acts or omissions of its Authorized Users or anythird parties who obtain access to the Software through User. User will notifyAccern promptly if it becomes aware of any unauthorized access or use.

4.2. Third PartyMaterials. In addition to use rights relating to Software, User shall havethe right to use any publicly available third-party materials, includingplatform content and data feeds (to which User subscribes to subject to theseTerms), which may be used in back-testing, trading, research, and analysis, andin support of the creation of User Derived Data. You acknowledge and agree thatnon-public materials provided through the website may be subject to additionalrestrictions and requirements. In either case, Accern makes no representationsor warranties regarding the quality, accuracy or completeness of any third-partymaterials provided via the Services or the Software. “User Derived Data”shall mean any information or data models resulting from User's substantialmanipulation or analysis of data feeds provided by Accern. Some licensors ofthird-party materials available through the Software require Accern to discloseUser’s identity (as a condition of access to such materials) and/or may imposeadditional restrictions on your use of such materials.

4.3. Changes toSoftware. User acknowledges that Software is offered as-a-service and issubject to change over time. Accern will use reasonable efforts to announcesuch changes to User through the technical support channels described inAccern’s Support and Maintenance Policy (available at www.accern.com/support_policy).

4.4. Lawful Use. User warrantsthat it will not use the Services, Software or any User Data in a manner that:(a) violates any applicable laws or regulations (including without limitationlaws governing export control and sanctioned countries or individuals, unfaircompetition, anti-discrimination, false advertising, privacy and dataprotection, and publicity, consumer and child protection, obscenity ordefamation); (b) infringes any confidentiality or data protection obligationwhich User may owe to a third party; (c) introduces any viruses, maliciouscode, or any other items of a harmful nature; (d) violates any third partyintellectual property or proprietary right; (e) infringes upon the contractualrights of any third parties or (f) could reasonably be expected to interferewith or disrupt the operation of the Software. User will indemnify, defend andhold Accern harmless in the event of any third-party claim or regulatory actionarising out of User’s breach (or alleged breach) of the foregoing obligationsor any other breach of these Terms.

4.5. Suspension ofAccess. Accern may temporarily suspend User’s (or any Authorized User’s)access to Software, if (a) User fails to pay any undisputed amount withinthirty (30) days of Accern's notice to User of overdue Subscription Fees, (b)User Data, or User’s use of the Software, or an external security threat orattack jeopardizes the security or stability of the Software, (c) User is inviolation of any use restriction set forth in these Terms, (d) User has ceasedto carry on its business in the ordinary course, made an assignment for thebenefit of creditors, or is subject to any bankruptcy or similar proceeding, (e)a regulatory or legal authority orders Accern to do so, or if Accern is deniedthe use of any third-party services or products on which the Software dependsor (f) Accern has a good faith suspicion or belief that You have breached theseterms. Any such temporary suspension shall only continue until Accern hasreasonably determined that the triggering circumstance has been resolved, andAccern will use reasonable efforts to announce any suspension and/or resumptionof access to User through Accern’s technical support channels. Accern will haveno liability for any damage, liabilities, losses (including any loss of data orprofits) to User or any Authorized User as a result of a suspension undertakenin accordance with this Section.

5. Intellectual property ownership

5.1. Reservation ofRights. The Software is the proprietary intellectual property of Accernand constitutes Accern Confidential Information. The Software is licensed for limitedaccess or limited term use, and not sold to User. Subject to any licensegranted in these Terms, Accern and its licensors retain sole and exclusiveownership of all intellectual property rights, title, and interest in and tothe Software and any other technology used to provide it or content provisionedthrough it. Accern reserves all rights not expressly granted to User under theseTerms. Any and all copies, enhancements, modifications, updates, upgrades, orcorrections or derivative works that are made to the Software or Services, inwhole or in part, are deemed to form part of the Software and will be ownedexclusively by Accern.

5.2. Ownership and Useof User Data. User hereby grants Accern the right, during the SubscriptionPeriod, to receive, store, and use any User Data, for the provision of theServices to User. Accern acknowledges that, as between the Parties, User ownsand controls all right, title and interest in and to the User Data, and Accernwill obtain no ownership rights to User Data. “User Data” means datafeeds and inputs provided by User to for analysis and processing to theSoftware, as well as the resulting Software-generated analytical outputs andany analysis based on such outputs (subject, at all times, to Accern’s right toPlatform Analytics as described below). Accern will maintain appropriateadministrative, technical, and physical security measures intended to protectUser Data against unauthorized access, disclosure, and loss. Accern shall havethe right (subject to its confidentiality obligations) to use aggregated UserData to improve the Software and the ability to utilize Platform Analytics forany purpose.

5.3. Limited Retentionof User Data. Following the end of the Subscription Period, Accern will retainthe User Data for a limited time, as follows: (a) for thirty (30) days aftercompletion of a User Data export request from User; or (b) in the case ofexpiration or termination of these Terms without such an export request, thenAccern will retain the User Data for thirty (30) days following the end of the SubscriptionPeriod. During the limited retention period described in this Section, Accernwill (upon User’s request) make available for export all User Data stored inthe Software at no charge and in Accern’s standard structured data format.Following this limited retention period, or upon User’s request, Accern maydestroy the User Data permanently; provided that Accern may retain electronicbackup copies not accessible in the ordinary course of business or as necessaryto comply with applicable law.  

5.4. PlatformAnalytics. Accern may access and shall own all usage data related to User’suse of the Software, including but not limited to metadata, platformperformance and diagnostic data, and any associated analytics generated by theSoftware or compiled by Accern (e.g., as part of Accern monitoring of User’suse of Software hosted by Accern) (collectively, “Platform Analytics”). Userhereby assigns all right title and interest in and to Platform Analytics toAccern. User will allow Accern to access and obtain Platform Analytics in thefollowing manner: (a) Accern may directly access Platform Analytics by means ofsystem-level access to Software, or (b) Accern will obtain, on a monthly (orother mutually agreed periodic) basis an offline archive of Platform Analyticsdata created by User (based on Accern’s instructions).

5.5. Feedback. User may fromtime to time, provide Accern with feedback on the Software or Services,including, without limitation, feedback regarding processing results, output,or User’s proposed modifications or improvements or feature requests withregard to the Software (collectively, “Feedback”). User hereby assignsall right, title, and interest in such Feedback to Accern and acknowledges thatAccern may utilize such Feedback without restriction, attribution orcompensation.

6. TERMINATION. Upon terminationof the Services for any reason, User shall (a) pay Accern all Subscription Feesand expenses which have been incurred or earned in connection with itsperformance through the effective date of such termination, and (b) immediatelycease all use of the Software, provide Accern with all Platform Analytics,return any and all tangible materials provided by Accern, and permanentlydestroy its instances of the Software and of any electronic materials providedby Accern. User acknowledges that the Software may contain automaticrestrictions on functionality which Accern may configure and use to enforce anytime limit on User’s usage entitlement. For the avoidance of doubt, Accernreserves the right to terminate or suspend your access to the Services in theevent of your breach of these Terms without any refund for any prepaid Services.

7. CONFIDENTIALITY. As used in theseTerms, “Confidential Information” means all documents, software anddocumentation, reports, financial or other data, records, forms, tools, products,services, methodologies, present and future research, technical knowledge,marketing plans, trade secrets, and other materials provided by one Party tothe other Party in the course of performing under these Terms (including theSoftware), whether tangible or intangible and whether or not stored, compiled,or memorialized physically, electronically, graphically, in writing, or by anymeans now known or later invented. Confidential Information includes withoutlimitation records and information (a) that has been marked as proprietary orconfidential; (b) whose confidential nature has been made known by User orAccern; or (c) that due to its character and nature, a reasonable person underlike circumstances would treat as confidential. Notwithstanding the foregoing,Confidential Information does not include information which: (i) is alreadyknown to the recipient at the time of disclosure; (ii) is or becomes publiclyknown through no wrongful act or failure of recipient to comply with theseTerms; (iii) is independently developed by recipient without benefit of theother Party’s Confidential Information; or (iv) is received from a third partywhich is not under and does not thereby breach an obligation of confidentiality. Each Party agrees to protect theother Party’s Confidential Information at all times, and in the same manner aseach protects the confidentiality of its own proprietary and confidentialmaterials, but in no event with less than a reasonable standard of care. EachParty will return to the other Party all Confidential Information and allcopies thereof when the other Party requests the same or immediately upontermination of the Subscription Period, whichever occurs earlier, except forone copy thereof that Accern may retain for its records. Neither Party shall,except with respect to those of its employees or authorized agents who have aneed to know in order to enable such Party to perform under these Terms, use ordisclose to any person, firm or entity any Confidential Information of theother Party without such other Party’s express, prior written permission;provided, however, that notwithstanding the foregoing, Accern may discloseConfidential Information to the extent that it is required to be disclosedpursuant to a statutory or regulatory requirement or court order. ConfidentialInformation is and shall (as between the Parties) continue to be owned solelyby the Party providing disclosure or access to it. The confidentialityrestrictions and obligations imposed by this Section shall survive theexpiration or termination of the Subscription Period.

8. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPLICITLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT ALLOWABLEUNDER APPLICABLE LAW, THE SERVICES AND SOFTWAREARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONSOR WARRANTIES EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ANYWARRANTIES IMPLIED BY ANY COURSE OF DEALING OR USAGE OF TRADE. ACCERN DOES NOTREPRESENT OR WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED,SECURE, ERROR FREE, ACCURATE OR COMPLETE OR COMPLY WITH REGULATORY REQUIREMENTSAPPLICABLE TO YOU, OR THAT ACCERN WILL CORRECT ALL (OR ANY) ERRORS.

9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INNO EVENT SHALL ACCERN OR ANY OF ITS OWNERS, EMPLOYEES, DIRECTORS,STOCKHOLDERS, OFFICERS, AGENTS, AFFILIATES, AND SUBSIDIARIES (“RELEASEES”)BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOURUSE OF THE SERVICES. NEITHER ACCERNNOR ANY OTHER PARTY INVOLVED IN CREATING,PRODUCING, OR DELIVERING SERVICES WILL BE LIABLE FOR ANY INCIDENTAL,CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, COST OF COVEROR SUBSTITUTE SERVICES, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICEINTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESAND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. INADDITION, ACCERN SHALL NOT BE LIABLE FOR THE CRIMINAL ACTS OF THIRD PARTIES.YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICES ANDSOFTWARE, AND AS SUCH ACCERN SHALL HAVE NO LIABILITY FOR YOUR RELIANCE ON DATATHAT RESULTS FROM YOUR USE OF THE SERVICES.. In no event will Accern, its subsidiaries and/orinsurers aggregate liability arising out of or in connection with these Terms oryour use of the Services, exceed the greater of (i) the amounts you have paidfor the Services, if applicable, in the six (6) month period prior to the eventgiving rise to the liability, or (ii) US $1,000. SOME JURISDICTIONS DO NOTALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTALDAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY WAIVECALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW, WHICH STATES: “A GENERALRELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITHTHE DEBTOR.” EACH PARTY AGREES THAT THE FOREGOING IS AN AGREEDALLOCATION OF RISK AND IS A REFLECTION OF THE RIGHTS AND OBLIGATIONS AGREEDUPON BY YOU AND ACCERN IN THESE TERMS.

10. INFORMAL DISPUTE RESOLUTION; GOVERNING LAW;JURISDICTION. You and Accern agreethat any dispute that has arisen or may arise between Us relating in any way toYour use of or access to the Services, any validity, interpretation, breach,enforcement, or termination of these Terms, or otherwise relating to Accern inany way (collectively, "CoveredDispute Matters") will be resolved in accordance with the provisionsset forth in this Section. If You have any dispute with Us, you and Accern agree that before taking any formal action, contactus at info@accern.com and provide a brief, written description of the disputeand your contact information (including your email address) and allow sixty(60) days to pass, during which We will attempt to reach an amicable resolutionof any issue with you. TheseTerms shall be governed by and construed in accordance with the laws of theState of New York, without regard to the conflict of laws provisions thereof.The Uniform Computer Information Transactions Act (UCITA) will not apply to theseTerms. The Parties agree that all actions or proceedings arising in connectionwith these Terms shall be brought exclusively in the competent State or Federalcourts located in the New York County, NY, metropolitan area. To the fullest extent permitted by applicable law, eachparty waives the right to trial by jury in any legal proceeding arising out ofor relating to these Terms or the transactions contemplated hereby. Anyarbitration or action under these Terms will take place on an individual basis;class arbitrations and class/representative/collective actions are notpermitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHERONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER INANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS INTHE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER.  Regardless of any statute or law to thecontrary, any claim or cause of action arising out of or related to use of thesite, services, or these Terms must be filed within one (1) year after suchclaim or cause of action arises, or it will be forever barred.

11. ERRORS, INACCURACIES AND OMISSIONS. Occasionally there may be information on the Servicesthat may contain typographical errors, inaccuracies or omissions that mayrelate to product or service descriptions, pricing, offers, charges andavailability. We reserve the right to correct any errors, inaccuracies, oromissions, and to change or update information or cancel transactions if anyinformation in the Services is inaccurate at any time without prior notice. Weundertake no obligation to update, amend or clarify information on theServices, except as required by law. No specified update or refresh dateapplied in the Services, should be taken to indicate that all information inthe Services has been modified or updated. We reserve the right to correct anyerrors or omissions in the Services.

12. ELECTRONIC COMMUNICATIONS. Using the Servicesor sending emails to us constitutes electronic communications. If you provideus with your email address, you consent to receive electronic communicationsfrom us and you agree that all agreements, notices, disclosures, and othercommunications that Accern provides to you electronically, via email and on theServices, satisfy any legal requirement that such communications be in writing.

13. HARM FROM COMMERCIAL USE. You agree that the breach of these Terms and/or consequences ofcommercial use or re-publication of content or information from the Servicesmay be so serious and incalculable, that monetary compensation may not be asufficient or appropriate remedy and that Accern will be entitled to temporaryand permanent injunctive relief to prohibit such use in addition to, and not inlieu of, all other legal remedies available to Accern hereunder.

14. ENTIRE AGREEMENT. Unless otherwisespecified herein, these Terms (and any order form or order process provided byAccern to you and accepted by You without modification) constitutes the entireagreement between you and Us with respect to the Services and it supersedes allprior or contemporaneous communications and proposals, whether electronic, oralor written, between you and Us.

15. CHANGES TO TERMS. We reserve theright, in our sole discretion, to change the Terms under which the Services isoffered. The most current version of the Terms will supersede all previousversions. We may alter or amend our Terms by giving you reasonable notice(includingby revising the "Last Updated" date above. By continuing to use theServices after expiry of the notice period or accepting the amended Terms (asWe may decide at our sole discretion), you will be deemed to have accepted anyamendment to these Terms.

16. RELATIONSHIP BETWEEN THE PARTIES. Accern and User (and its Authorized Users) are independentcontractors and nothing in these Terms shall be construed as making eitherparty the partner, joint venturer, agent, legal representative, employer,contractor, or employee of the other. Each Party has sole responsibility forits activities and its personnel and shall have no authority and shall notrepresent to any third party that it has the authority to bind or otherwiseobligate the other party in any manner.

17. SEVERABILITY. If any term, clause or provision of these Terms isheld invalid or unenforceable, then that term, clause or provision will beseverable from these Terms and will not affect the validity or enforceabilityof any remaining part of that term, clause or provision, or any other term,clause or provision of these Terms.

18. FORCE MAJEURE. We shall be excused from performance under theseTerms of Use, to the extent We are prevented or delayed from performing, inwhole or in part, as a result of an event or series of events caused by orresulting from: (a) weather conditions or other elements of nature or acts ofGod; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders,or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error ordisruption to major computer hardware or networks or software failures; or (g)other causes beyond the reasonable control of Accern.

19. NOTICE TOAPPLE USERS. This Section only applies to the extentyou are using our web or mobile application(s) through an Apple operatingsystem. You acknowledge that these Terms are between you and Accern only andnot with Apple, Inc. (“​Apple”), and Apple is not responsible for theServices and the content thereof. Apple has no obligation whatsoever to furnishany maintenance and support services with respect to the Services. In the eventof any failure of the Services to conform to any applicable warranty, you maynotify Apple and Apple will refund any applicable purchase price for the mobileapplication to you; and, to the maximum extent permitted by applicable law,Apple has no other warranty obligation whatsoever with respect to the Services.Apple is not responsible for addressing any claims by you or any third partyrelating to the Service or your possession and/or use of the Services,including: (a) product liability claims; (b) any claim that the Service failsto conform to any applicable legal or regulatory requirement; and (c) claimsarising under consumer protection or similar legislation. Apple is notresponsible for the investigation, defense, settlement, and discharge of anythird-party claim that the Services and/or your possession and use of theServices infringes third party’s intellectual property rights. You agree tocomply with any applicable third-party terms when using the Services. Apple andApple’s subsidiaries are third party beneficiaries of these Terms, and uponyour acceptance of these Terms, Apple will have the right (and will be deemedto have accepted the right) to enforce these Terms against you as a third-partybeneficiary of these Terms.

20. NOTICE TO GOOGLE PLAY USERS. If the Services are providedto you through the Google Play or Google (Google Inc., together with all of itsaffiliates, "Google") the following terms and conditions applyto you in addition to all the other terms and conditions of these Terms.  You acknowledge that Google is notresponsible for providing support services for the Services. If any of theterms and conditions in these Terms are inconsistent or in conflict withGoogle's Google Play Developer Distribution Agreement as of the date theseTerms were accepted, the terms and conditions of Google's Google Play DeveloperDistribution Agreement will apply to the extent of such inconsistency orconflict.

21. MISCELLANEOUS. These Terms, and any rights and licenses grantedhereunder, may not be transferred, or assigned by you without our prior writtenconsent. The waiver or failure of Accern to exercise in any respect any right providedhereunder shall not be deemed a waiver of such right in the future or a waiverof any of other rights established under these Terms. Headings used in theseTerms are for reference only and shall not affect the interpretation of theseTerms. No person or entity not party to these Terms will be deemed to be athird-party beneficiary of these Terms or any provision hereof. When usedherein, the words “includes” and “including” and their syntactical variationsshall be deemed followed by the words “without limitation.”