Limitation of Liability. To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall AccinCloud, Inc. be liable to you or to any other person for (a) any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, or (b) any amount, in the aggregate, in excess of the greater of (i) $100 or (ii) the amounts paid by you to AccinCloud, Inc. in connection with the services in the twelve (12) month period preceding this applicable claim, or (iii) any matter beyond our reasonable control. Some states do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold AccinCloud, Inc., its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Legal Compliance. Pursuant to the economic sanctions programs administered in the countries where AccinCloud, Inc. conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), AccinCloud, Inc. is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that AccinCloud, Inc. is required to block assets associated with your AccinCloud, Inc. Account in accordance with a sanctions program, or other similar government sanctions programs, AccinCloud, Inc. may (i) deactivate or cancel your AccinCloud, Inc. Account or block user activity, (ii) transfer bitcoin from your AccinCloud, Inc. Account to an originating source or to an account specified by authorities, or (iii) require you to transfer your bitcoin out of your AccinCloud, Inc. Account within a certain period of time. AccinCloud, Inc. is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without AccinCloud, Inc.’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Delaware, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. You understand and agree that by entering into this agreement, you and AccinCloud, Inc. are each waiving the right to trial by jury or to participate in a class action.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the AccinCloud, Inc. may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and AccinCloud, Inc. agree that these Terms are the complete and exclusive statement of the mutual understanding between you and AccinCloud, Inc., and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of AccinCloud, Inc., and you do not have any authority of any kind to bind AccinCloud, Inc. in any respect whatsoever.