AIDA Subscription Agreement
Cornerstone Innovation LLC
The following terms and conditions apply to the provision of the Artificial Intelligence Drug Assistant (“AIDA”) to your company (“Company”) by Cornerstone Innovation LLC (“Cornerstone”, “we”, or “us”). By clicking “I agree” below, you represent that you have the authority to bind the Company and you acknowledge that you have read, accept, and agree on behalf of the Company to be bound by the terms and conditions of this AIDA Subscription Agreement (“Agreement”) between you and Cornerstone. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE AIDA AND YOU AGREE TO PROMPTLY RETURN THE AIDA TO THE ADDRESS BELOW. Your use of (a) the website located at www.aidalabels.com and cornerstone-innovation.com sub-domains (each, a “Site” and collectively, “Sites”), and (b) services through the Sites (and any updates thereto) (“Site Services”) is governed by the Terms of Service. Company’s subscription for the AIDA is governed by the Cornerstone limited warranty, the terms of which are provided with the AIDA. This Agreement does not govern Company’s use of the Site or Site Services.
This Agreement governs Company’s subscription to access and use the AIDA. This Agreement gives Company specific legal rights, and Company may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this Agreement may not apply to Company.
AS DESCRIBED BELOW, YOU MAY CONNECT THE AIDA TO THE SITE SERVICES AND ENABLE YOUR AIDA TO CONNECT TO THE INTERNET VIA A WIFI CONNECTION. BY CONNECTING THE AIDA TO THE SITE SERVICES AND CONNECTING THE AIDA TO THE INTERNET, YOU WILL RECEIVE AUTOMATIC OR MANUAL UPDATES TO THE AIDA. IF YOU DO NOT AGREE TO UPDATES TO THE AIDA, YOU SHOULD NOT CONNECT THE AIDA TO THE SITE SERVICES AND THE INTERNET.
AS DESCRIBED BELOW, SECTION 11 DESCRIBES IMPORTANT LIMITATIONS OF THE AIDA AND RELATED SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU, AND BY EXTENSION COMPANY, ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
1. AIDA Subscription
You are purchasing a subscription for an AIDA and related products and services for use with the AIDA (the “Subscription”), as well as access to and use of the AIDA Subscription Portal, Ink and Label shipments, and an AIDA Protection Plan (each as defined below and collectively the “Subscription Services”). Your Subscription begins on the date of Company’s enrollment and acceptance of this Agreement and will continue unless terminated in accordance with Section 8 below.
Subject to the terms of this Agreement, Cornerstone grants to Company a limited, non-transferable, non-exclusive license to use one (1) AIDA for the purpose of identifying FDA-approved drugs and printing corresponding syringe labels. All rights not expressly granted by Cornerstone in this Agreement are reserved by Cornerstone. You are responsible for providing Company’s own ability to access (e.g., computer, email address, Internet connection, etc.) the Subscription at Company’s own expense. We may modify the Subscription from time to time, including by adding or deleting products, services, features, and functions. When possible, we will provide thirty (30) days’ notice of material changes to the Subscription via email or a notification on the AIDA Subscription Portal.
2. Restrictions
Company’s subscription is only available to new and existing Cornerstone customers in the United States and a new or existing Cornerstone account is required for activation. Subscriptions are only for commercial use and multiple Cornerstone subscriptions can be linked to one Subscription account. Cornerstone reserves the right to determine eligibility for Subscriptions using its sole discretion.
Company agrees not to, and Company will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the AIDA or make the AIDA available to any third party, (b) use the AIDA for any purpose other than as permitted in Section 1, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on the AIDA, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the AIDA, source code, object code or underlying structure, ideas, know-how or algorithms relevant to the AIDA or any software, documentation or data related to the AIDA (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case Company agrees to first contact Cornerstone and provide Cornerstone an opportunity to create such changes as are needed for interoperability purposes).
Except as otherwise noted, Cornerstone is the owner of all content, materials, trademarks, and service marks on or in the AIDA or related products or services, whether registered or not. Cornerstone expressly forbids the unauthorized use of its logos, trademarks, or other graphics.
Cornerstone reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any AIDA or related product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any user from making or completing any or all purchases; and (iv) refuse to provide any user with any product or service, including the AIDA.
3. Subscription Services
a. AIDA Subscription Portal. Your Subscription includes access to the AIDA Subscription Portal, an online platform available at www.aidalabels.com (which we also refer to as Company’s “Subscription Portal”) that will allow Company to manage Company’s Subscription. In order to access the Subscription Services, including the Subscription Portal, Company will be required to provide specific information. Cornerstone’s use of Company’s information is governed by our Privacy Policy. All information about Company must be truthful, and Company may not use any aliases or other means to mask Company’s identity or impersonate others. You are responsible for all activity that occurs in association with Company’s Subscription Portal account. You are responsible for the security of Company’s account and passwords and Company will be solely liable for any use or unauthorized use of Company’s Subscription Portal and other Subscription Services under these accounts or passwords. You agree to notify us immediately of any unauthorized access to or use of Company’s Subscription Portal account or password or any other breach of security. From time to time, the features available in the Subscription Portal may change.
b. Ink and Labels. Your Subscription also includes a replacement service for ink and blank labels used in the AIDA, which we refer to as “Ink and Labels” that is based on the usage of Company’s AIDA. As part of the Ink and Labels, Cornerstone will provide ink cartridges, label rolls, ink pads and replacement LED bulbs, (collectively, “Consumables”).
A shipment will be made bi-monthly that will include at a minimum of one ink cartridge and two label rolls. Approximately 1,700 labels can be printed with these supplies. Replacement LED bulbs and ink pads will be included in the shipment on as-needed basis or upon Company’s request.
If Company prints more than 850 labels a month, Company can upgrade Company’s membership through the membership portal. For an additional monthly fee, two ink cartridges and four label rolls will be included in every other bi-monthly shipment. Approximately 3,400 labels can be printed with these supplies.
The rate at which Consumables are provided will vary based on usage. Any metrics provided in the Subscription Portal regarding the health or usage of Consumables is an estimate provided solely for informational purposes and does not obligate us to provide Consumables by a certain date. We reserve the right to limit the number of Consumables provided as part of Company’s Subscription. Consumables provided through consumable replacement will automatically ship to the mailing address listed in Company’s Subscription Portal. If Company’s address changes, it is Company’s responsibility to update it in Company’s Subscription Portal (See Section 4(c)).
c. AIDA Protection Plan. Your Subscription includes a protection plan that covers the AIDA in the case of certain defects or accidental damage (the “AIDA Protection Plan”). The AIDA Protection Plan is a service included as part of Company’s Subscription and is not a contract of insurance or a warranty subject to the Federal Magnuson-Moss Warranty Act. The AIDA Protection Plan does not replace any limited manufacturer’s warranty. As a condition of this Agreement, Company must maintain Company’s AIDA as recommended in the applicable Owner’s Guide.
Your AIDA Protection Plan coverage coincides with Company’s Subscription and coverage begins and ends when Company’s Subscription begins and ends. Subscription is required to receive service under the AIDA Protection Plan and the AIDA Protection Plan is only for the AIDA associated with Company’s Subscription.
If the AIDA fails for any reason, Cornerstone will replace the AIDA with an equivalent unit, shipped with next business day delivery. There is no charge for this service, unless the failure is listed in the What is Not Covered subsection below. At our discretion, we will provide a new or refurbished AIDA to replace Company’s existing AIDA, but such AIDA will be replaced with one of like kind, features, and quality. The replacement AIDA will become the AIDA associated with Company’s membership.
This AIDA Protection Plan covers failures of the AIDA due to a mechanical or electrical breakdown during normal usage (a “Covered Breakdown”), including those experienced during normal wear and tear, caused by a direct result of a power surge, or due to Accidental Damage in Handling. “Accidental Damage in Handling” means accidental damage in handling from drops and liquid spills; however, Accidental Damage in Handling only covers operational or mechanical failures caused by an accident from handling and does not include protection against theft, mysterious disappearance, misplacement, software viruses, reckless, abusive, willful or intentional conduct associated with handling and use of the AIDA, cosmetic damage and/or other damage that does not affect the unit functionality, damage caused during shipment between Company and our service providers, and any other limitations listed in the What is Not Covered subsection below. Any resultant damage from this type of treatment is NOT covered by the AIDA Protection Plan. For the AIDA Protection Plan, “Accidental Damage” is defined as a single, unexpected, sudden, and unintentional event and does not include accumulated damage from continual or multiple events. AIDA Protection Plan coverage requires an explanation of where and when the Covered Breakdown occurred as well as a detailed description of the actual event. Failure to provide this information may result in claim denial. We reserve the right, in our sole discretion, to limit the number of replacements for Accidental Damage in Handling or to terminate Company’s Subscription for misuse or abuse of the AIDA Protection Plan.
What is Not Covered. The AIDA Protection Plan does not cover: (A) cleaning; periodic checkups; preventive maintenance; (B) damage from abuse, misuse, mishandling, introduction of foreign objects into any AIDA, unauthorized modifications or alterations to any AIDA, failure to follow our instructions for operation and care of any AIDA, external causes of any kind, including third-party actions; fire; theft; insects; exposure to weather; windstorm; sand; dirt; hail; earthquake; flood; water; or acts of God or consequential loss of any nature; (C) loss or damage caused by invasion; rebellion; riot; strike; labor disturbance; lockout; or civil commotion; (D) incidental, consequential or secondary damages or delay in rendering service under the AIDA Protection Plan; loss of use during the period that an AIDA is at an authorized service center or Company is awaiting shipment and delivery of AIDA; (E) any product used in a home setting or rental basis; (F) failures that occur outside of the 50 states of the United States of America and the District of Columbia; (G) non-functional or aesthetic parts; scratches, peeling & dents; (H) unauthorized repairs and/or parts; (I) cost of installation, setup, or diagnostics, if any; (J) any other loss other than a Covered Breakdown; (K) service where no problem can be found; noises; squeaks; breakdowns which are not reported during the term of Company’s Subscription; or (L) any breakdown or condition that results from abnormal usage of the AIDA.
If Company has a problem with Company’s AIDA, please contact Company’s Cornerstone customer care at (505) 234-7150 or info@cornerstone-innovation.com to arrange replacement. Cornerstone customer care will provide Company detailed instructions for any AIDA Protection Plan service, including how to return the defective AIDA. If Company does not return the defective AIDA within 14 days, Company will be charged a fee of $5,000 and Company’s term commitment will be extended 24 months.
4. Subscription Fees and Payment
a. Subscription Fees. The cost of Company’s Subscription is comprised of a monthly recurring Subscription fee (the “Subscription Fee”). Company’s Subscription Fee will be set forth in Company’s Order Confirmation. Unless otherwise noted in Company’s Order Confirmation, the first Subscription Fee shall be charged upon Company’s date of enrollment and acceptance of this Agreement. In some situations, certain portions of the first Subscription Fee may be waived. This first Subscription Fee covers the period from Company’s date of enrollment through Company’s Initial Month of Service. The “Initial Month of Service” begins upon delivery of Company’s AIDA as indicated in our, or our service providers’, systems (the “Delivery Date”) and continues for thirty (30) days thereafter. At the end of the Initial Month of Service, Company’s payment method listed in Company’s Subscription Portal will be automatically charged a Subscription Fee for each subsequent month. Company will be automatically charged a Subscription Fee on the same day of each subsequent month unless the Subscription is terminated by either party in accordance with Section 8 below. By accepting this Agreement, Company agrees that Company’s payment method will be charged on a recurring basis and accept the amount of the recurring charges. Further, Company agrees that Cornerstone or our payment processor may submit periodic charges (e.g., monthly) to Company’s chosen payment method without further authorization from Company, unless and until Company provides prior notice that Company wishes to terminate this authorization or to change Company’s payment method. Company agrees that such notice will not affect charges submitted before Cornerstone reasonably could act. Information on how to terminate is described in Section 8 below.
All Subscription Fees are exclusive of taxes, which we will charge as applicable. Company agrees to pay any taxes applicable to Company’s use of the Subscription.
We may modify the Subscription Fees or a portion thereof at any time after the initial term commitment and will provide thirty (30) days’ notice either via email or a Subscription Portal notification before such fee changes will take effect. We reserve the right to adjust pricing for the Subscription or any components thereof in any manner and at any time as we may determine in our sole discretion, and to honor certain prices or grandfather certain legacy subscription fees in our sole discretion. We may increase Company’s fees when Company upgrades products or services, subscribe to additional features or products, or as otherwise agreed between us. If Company does not agree to a Subscription Fee modification, Company’s sole option will be to terminate Company’s Subscription (See Section 8 below).
b. Term Commitment Early Termination Fee. If Company’s Subscription has a Term Commitment and either (a) Company cancels Company’s Subscription prior to the end of Company’s Term Commitment, or (b) we terminate Company’s Subscription for nonpayment or violation of this Agreement before the end of Company’s Term Commitment, then Company will be charged an early termination fee of $100 for every month left in the Company’s Term Commitment (the “Early Termination Fee”). The Early Termination Fee is prorated, which means that as more time passes, Company will pay less to terminate the Subscription early. The Early Termination Fee can cost a maximum of $2,300 for a two-year Term Commitment, and decreases by $100 monthly. The Early Termination Fee is not a penalty, but rather a charge to compensate us for Company’s failure to satisfy the Term Commitment on which Company’s Subscription Fees are based. The Early Termination Fee shall not apply if: (i) Company cancels Company’s Subscription prior to the end of Company’s Term Commitment due to material changes made to Company’s Subscription or this Agreement that materially adversely affect Company’s rights, or (ii) Company terminates Company’s Subscription within the Initial Month of Service. Please refer to Company’s Order Confirmation for Company’s Term Commitment details. If Company’s Order Confirmation does not include a Term Commitment, then this Section 4(b) does not apply to Company’s Subscription.
c. Payment by Credit or Debit Card. If Company is paying by credit or debit card, Company authorizes us to charge Company’s credit card or bank account for the Initial Fee and Subscription Fee upon date of enrollment, for the Subscription Fee at the beginning of each Service Month, and for any Early Termination Fee (if applicable). Company further authorizes us to use a third party to process payments, and consent to the disclosure of Company’s payment information to such third party. We may attempt to verify the credit or debit card information Company provides by processing an authorization hold. We do not charge Company in connection with this authorization hold, but Company’s available balance or credit limit may be temporarily reduced. We are not responsible for any bank fees or other charges incurred by Company as a result of attempts to charge or place holds on Company’s specified payment method.
d. Payment and Shipping Information. Company will keep Company’s contact information, billing and shipping information and credit card (or other payment method) information up to date. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, Company’s Subscription may be suspended or terminated. Company represents and warrants that Company has the right to use any payment method that Company chooses to use. Company can modify Company’s payment information and shipping address in Company’s Subscription Portal at www.aidalabels.com/my-account. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance of the Initial Month of Service and each applicable Service Month.
5. Automatic Software Updates
The AIDA may automatically communicate with the Cornerstone’s servers to deliver the functionality described in the Product Guide, to record usage metrics and to collect personal information as described in Cornerstone’s Privacy Policy. Cornerstone may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve or otherwise modify the performance of the AIDA and related services (“Updates”). These Updates may affect or erase data on the AIDA or change or reset settings on the AIDA. These Updates may be automatically installed without providing any additional notice or receiving any additional consent if Company has connected the AIDA to the Internet. Company consents to these automatic Updates. If Company does not want these Updates, it should not connect the AIDA to the Internet. Company may be required to install Updates in order for the AIDA to operate properly and to access all updated features of the AIDA. In certain circumstances Company may be entitled to request removal or disabling of Updates (see contact information below); however, Cornerstone is not responsible for providing support to products that do not contain updated AIDA. If we provide further notice or request further consent to an Update, the notice or consent may be received or provided by any permitted user of the AIDA or the Site Services. The user receiving the notice or providing consent is responsible for notifying all other users. Company’s continued use of the AIDA is Company’s agreement to this Agreement.
6. Ownership
The AIDA and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Cornerstone and its licensors. Cornerstone and its licensors reserve all rights in and to the AIDA not expressly granted to Company in this Agreement. The AIDA (and all copies thereof) is licensed to Company, not sold, under this Agreement. There are no implied licenses in this Agreement. All suggestions or feedback provided by Company to Cornerstone with respect to the AIDA shall be Cornerstone’s property. Cornerstone may use, copy, modify, publish, or redistribute any suggestions and feedback from Company for any purpose and in any way without any compensation to Company. Company also agrees that Cornerstone does not waive any rights to use similar or related ideas previously known to Cornerstone, developed by its employees, or obtained from other sources.
7. Open Source
Certain items of software included with the AIDA are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this Agreement limits Company’s rights under, or grants Company rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Cornerstone makes such Open Source Software, and Cornerstone’s modifications to that Open Source Software, available by written request to Cornerstone at the email or mailing address listed below.
8. Term and Termination
a. Termination and Returns and Refunds. You or we may suspend or terminate Company’s Subscription at any time, for any reason or for no reason, including if, in our opinion, Company has violated any provision of this Agreement. We may also impose rules for and limits on the use of the Subscription Products or Subscription Services or restrict Company’s access to part, or all, of the Subscription Products and Subscription Services without notice or penalty, and Company’s continued use of the Subscription will constitute Company’s acceptance of any such changes. We have the right to disable any user name, password, or other identifier, whether chosen by Company or provided by us, at any time in our sole discretion for any or no reason. Cornerstone reserves the right to return, maintain, or delete Company’s data upon termination of Company’s Subscription without notice to you.
If Company decides not to renew, Company may terminate Company’s Subscription either in the Subscription Portal at www.aidalabels.com or via telephone at (505) 234-7150 any time after Company’s initial Subscription Products have shipped. If Company has a Term Commitment and Company wishes to terminate before the end of such Term Commitment, Company will be required to pay an Early Termination Fee (See Section 4(b)). You or we must give notice of termination and non-renewal to prevent a new Service Month and prevent payment of the next Subscription Fee. If Company terminates via the Subscription Portal, Company must terminate at least ten (10) business days before Company’s next Service Month to prevent the next Service Month and payment of the next Subscription Fee. If Company terminates Company’s Subscription via telephone, Company must terminate at least five fifteen (15) business days before Company’s next Service Month to prevent the next Service Month and payment of the next Subscription Fee. We reserve the right to terminate Company’s Subscription without notice for a material breach of this Agreement or if we determine in our sole discretion that Company is acting, or has acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers and users.
Once terminated, Company’s Subscription will remain active through Company’s then-current Service Month and termination will be effective on the last day of the then-current Service Month. Once Company’s Subscription is terminated and Company’s final Service Month concludes, Company must return Company’s AIDA. If Company does not return the AIDA within 14 days, Company will be charged a fee of $5000.
If Company terminates Company’s Subscription in error or wishes to reactivate Company’s Subscription, Company should contact our customer care team. Company’s date of reactivation will begin Company’s next Service Month. You will continue to be subject to this Agreement for as long as Company has access to an AIDA Subscription account.
Subscription Fees are prepaid, non-refundable, and will not be prorated upon termination. When Company terminates Company’s Subscription, Company is cancelling only future Subscription Fees. Consumables received as part of Company’s Subscription are not returnable or refundable. At any time for any reason, we may provide a refund, discount, or other consideration (“Credits”) to some or all of our users. The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion and are non-transferable. The provision of Credits in one instance does not entitle Company to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future.
We will provide Company with notice of non-payment of any amount due via email or mail. Unless the full Subscription Fee has been paid, we may suspend Company’s access to any or all of the Subscription one (1) week after such notice. We will not suspend the Subscription while Company is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription.
9. Indemnification
Company will indemnify, defend and hold us harmless, at Company’s expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and/or our officers, directors, employees, shareholders, agents, service providers, licensors, affiliates, successors or assigns, or any party involved in the creation, production or transmission of the Subscription) by a third party not affiliated with us to the extent that such Action is based upon or arises out of: (a) unauthorized or illegal use of the Subscription, including Subscription Products, by Company or Company’s affiliates; (b) Company’s or Company’s affiliates’ noncompliance with or breach of this Agreement, (c) Company’s or Company’s affiliates’ use of third-party products, or (d) the unauthorized use of the Subscription by any other person. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by Company, in which event Company will cooperate with us in asserting any available defenses and Cornerstone doing so will not excuse Company’s indemnity obligations.
10. Warranty Disclaimer
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES AND THE EXCLUSION OR LIMITATION OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORNERSTONE PROVIDES THE AIDA “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INTERFERENCE, SECURITY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CORNERSTONE DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE AIDA. CORNERSTONE MAKES NO WARRANTY THAT THE AIDA WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.
YOU USE THE AIDA AND ALL PRODUCT INFORMATION (AS DEFINED BELOW) AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND CORNERSTONE DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO THE AIDA, RESULTING FROM YOUR USE OF THE AIDA AND ANY UNDERLYING INFORMATION.
11. Limitation of Liability
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OR OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. Nothing in this Agreement and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) CORNERSTONE, ITS AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, (COLLECTIVELY, THE “CORNERSTONE PARTIES”) BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES RELATED TO THE MISREADING OR MISPRINTING OF ANY LABELS, OR FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE AIDA, EVEN IF CORNERSTONE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) CORNERSTONE’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE AIDA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO CORNERSTONE OR CORNERSTONE’S AUTHORIZED RESELLER FOR THE AIDA IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. CORNERSTONE DISCLAIMS ALL LIABILITY OF ANY KIND OF CORNERSTONE’S LICENSORS AND SUPPLIERS.
12. Governing Law; Venue
The courts in some jurisdictions will not apply New Mexico law to some types of disputes. If Company resides in one of those jurisdictions, then where New Mexico law is excluded from applying, the laws of the jurisdiction in which Company is headquartered will apply to such disputes related to these terms. Otherwise, Company agrees that this Agreement, and any claim, dispute, action, cause of action, issue, or request for relief relating to this Agreement, will be governed by the laws of the State of New Mexico, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this Agreement must be brought in a federal or state court located in Santa Fe County, New Mexico and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Cornerstone may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information.
13. Assignment
Neither the rights nor the obligations arising under this Agreement are assignable by Company, and any such attempted assignment shall be void and without effect.
14. Notices
Any notice to Company may be provided by email to the address that Company has registered with Cornerstone.
15. Severability
If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
16. Waiver
All waivers by Cornerstone will be effective only if in writing. Any waiver or failure by Cornerstone to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17. General
The AIDA is deemed irrevocably accepted upon Company’s use of the AIDA. Cornerstone will have no responsibility to provide maintenance or support services with respect to the AIDA.
You acknowledge that the AIDA contains valuable trade secrets and proprietary information of Cornerstone, that any actual or threatened breach of Section 2 (Restrictions) of this Agreement will constitute immediate, irreparable harm to Cornerstone for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.
Except as otherwise provided in this section, no amendment to this Agreement will be valid unless it is in writing hand-signed by the parties.
Questions or Additional Information. If you or Company have questions regarding this Agreement, please contact Cornerstone at:
Cornerstone Innovation LLC
3900 Paseo del Sol
Santa Fe, NM 87507
This Policy was last revised on, and effective for initial or ongoing use of the AIDA as of, May 18, 2022.
Consistent with the terms set forth above, by clicking “I agree” below, you represent that you have authority to bind the Company and you acknowledge that you have read, accept, and agree on behalf of the Company to be bound by the terms and conditions of this AIDA Subscription Agreement (“Agreement”) between you and Cornerstone.