Terms of Service
By signing up to AcornCloud and using the services of AcornCloud you agree to the following Terms of Service. The following agreement is between AcornCloud (hereinafter “us”, “we” or “our”) and You, either individually, or on behalf of your employer or an entity that you represent (“Member”, “you” or “your”), together with our policies will govern the use of AcornCloud.
- User Acknowledgment and Acceptance of Terms
- By accessing or using the platform:
You represent and warrant that you have the legal right to do so, and have the authority to enter into a binding contract with us – either for yourself or on behalf of the entity on whose behalf you are using the platform. You are required to affirmatively accept these terms when initially signing up to access the platform.
You acknowledge that you are solely responsible for the activity that occurs while signed in to or while using the services; and acknowledge your sole responsibility for your content submissions, including discussion posts, profile information and links, pictures and other such content.
- These terms do not apply to any third-party websites, services, and applications (“third-party services”) that you may access through the platform, such as payment processors or messaging applications. We are not responsible for the content or practices of third-party services and provide links to third-party services only for the convenience of our users. We encourage you to carefully review the Terms of Service of any third-party service you access through the platform.
- This policy is reviewed on a regular basis. Any updates to our policies will be reported to this link, and if the changes are significant, we will inform you by email or, if you subscribe to the Subscription Program, via the Notification in your AcornCloud portal. Though, we will update you on any significant revisions to policies before they come into effect, we advise that you revisit this link on a regular basis. Previous versions of this policy will be archived for your reference.
- If you have any queries about this policy, please email [email protected]
- Use of the Platform
The platform enables you to collect, upload, store, transmit, display, modify, and otherwise process (“Process”) data provided by or relating to End Users or other individuals (“User Data”) within the Applications you create using the Services. As further set forth in the User Data Rules and Restrictions, available at acorncloud.com/legal/user-data, you are not permitted to Process certain types of User Data in connection with your use of the Services. You represent and warrant that you and your End Users will at all times comply with the User Data Rules and Restrictions. Any violation of the User Data Rules and Restrictions will be deemed a violation of this Agreement and is grounds for termination of your right to use or access the Services.
You are solely responsible for complying with all applicable laws, including, without limitation, all applicable data protection, and privacy laws, with respect to the User Data you Process in connection with your use of the Services. You are responsible for providing your End Users with all legally required privacy notices and disclosures regarding the User Data you Process in connection with your application. If you Process any User Data that is subject to the EU General Data Protection Regulation (“GDPR”), then you are operating as a “data controller” (as that term is defined in the GDPR) and you must enter into our standard Data Processing Addendum (acorncloud.com/legal/dpa), which explains how we handle, on your instructions, all User Data you Process using the Services.
- Intellectual Property
The entire content and materials contained on the Services, including, but not limited to, audio, video, images, text, user interface, scores, logos, the selection and arrangement of the Services, and other intellectual property (the “Content”) are owned by or licensed to AcornCloud to the fullest extent under the copyright laws of Canada and other countries. Images of people or places displayed on the Services are either the property of, or used with permission by, AcornCloud. You may not reproduce, republish, transmit, upload, distribute, copy or publicly display any of the Content without our prior written consent. We neither warrant nor represent that your use of materials displayed on the Services will not infringe the rights of third parties not owned by or affiliated with the Company. We may redesign the Services at our sole discretion at any time.
- Your Content and Licenses
AcornCloud does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, musical works, User Data, or other data, content, information, or materials that you upload on or through the Services (collectively, “Your Content”). You represent and warrant that you will not contribute Your Content or otherwise use the Services or interact with the Services in any manner that: (i) infringes or violates the intellectual property rights or any other rights of anyone else (including AcornCloud); (ii) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by AcornCloud; (iii) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable; (iv) jeopardizes the security of your AcornCloud account or anyone else’s (such as allowing someone else to log in to the Services as you); (v) attempts, in any manner, to obtain the Account Information, account or other security information from any other user; (vi) violates the security of any computer network, or cracks any passwords or security encryption codes; (vii) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (viii) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (ix) copies or stores any significant portion of the Content; or (x) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services. AcornCloud may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright or materials you are authorized or legally permitted to reproduce. Except as and only to the extent expressly permitted in this Agreement or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of AcornCloud or any part thereof. AcornCloud performs technical functions necessary to offer the Services, including but not limited to reformatting Your Content to allow its use through the Services and using Your Content to make improvements to the Services and you hereby grant AcornCloud a non-exclusive, perpetual, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of or otherwise fully exploit Your Content to provide these services and in accordance with this Agreement. If you post any content on a public portion of the Services (such as comments or a message board), you grant AcornCloud a non-exclusive, irrevocable, perpetual, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of (including excerpting, in whole or in part), distribute and publicly display or otherwise fully exploit that content on the Services.
- AcornCloud Intellectual Property Rights
As between AcornCloud and you, AcornCloud or its licensors own and reserve all rights, title, and interest in and to the Service and all hardware, software, and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Agreement. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to this Agreement. All rights not explicitly granted to you are reserved by AcornCloud.
We always appreciate feedback and are always on the lookout for ways to improve. For feedback, comments, questions, or concerns, you can contact us at [email protected] and we will return your e-mail at the soonest opportunity as possible. In the event that you provide comments, suggestions paid enhancements to the Service as part of a statement of work, or recommendations to AcornCloud with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements, and other changes to the Service) (collectively, “Feedback”), you hereby grant to AcornCloud a world-wide, royalty-free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
- Template Store
The Services may include functionality (the “Template Store”) which (i) allows certain users to share Applications or templates that they have built or configured using the Services (such users are “Template Developers”, and such Applications or templates are “Shared Templates”), and (ii) allows other users to access such Shared Templates in connection with the Services (such other users are “Template Users”). When we use the word “you” in this Agreement, it refers to any user (including without limitation Template Developers and Template Users), while if we use one of those specific terms, it only applies to that category of user.
Listing Shared Templates
Prior to listing a Shared Template on the Template Store (or any updated or modified version of any Shared Template), the Template Developer must submit such Shared Template to AcornCloud for review using the online submission functionality provided by AcornCloud, if any. Template Developer agrees to provide accurate, complete, and updated information about Template Developer and such Shared Template during such submission process and as otherwise requested by AcornCloud. Template Developer is solely responsible for evaluating and testing all aspects of each Shared Template (including functionality, performance, security, and the user interface) prior to submission. AcornCloud reserves the right to conduct any type of review of a Shared Template, and AcornCloud may adapt and change its review standards and processes at its sole discretion. AcornCloud’s current Shared Template review guidelines are available at AcornCloudapps.com/template-store-guidelines. Although AcornCloud will use commercially reasonable efforts to avoid any adverse effects on Shared Templates during the testing process, Template Developer agrees that AcornCloud will bear no responsibility for any such adverse effects. If Template Developer makes any updates or modifications to any Shared Template, Template Developer must submit such updated or modified versions to AcornCloud for review and approval under the same process set forth above.
If you list or otherwise provide a Shared Template on the Template Store, you hereby represent, warrant, and agree that: (i) subject to AcornCloud’s rights in the Services and the Content (and associated intellectual property rights), such Shared Template shall be considered Your Content, and subject to all terms and conditions of this Agreement applicable to Your Content (including without limitation all applicable licenses, representations and warranties); (ii) without limiting the foregoing, you hereby grant AcornCloud a worldwide, nonexclusive, sublicensable, perpetual, royalty-free, fully paid-up, transferable right and license (A) to market your Shared Templates and to permit others to use, access, and otherwise exploit your Shared Templates and any associated documentation through the Template Store and the Services in accordance with this Agreement, and (B) to use your applicable trademarks and logos in connection with the distribution and marketing of your Shared Templates; (iii) you acknowledge that you are solely responsible (and that AcornCloud has no responsibility) for your Shared Template, including without limitation the functionality, content, development, operation, and maintenance thereof, (iv) your Shared Template (including (a) all content and other materials contained in or available through such Shared Template), and (b) the use of any of the foregoing by AcornCloud or any Template Users) do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights, privacy rights, or any copyright, patent, trademark, trade secret or other personal or proprietary rights (and without limiting the foregoing, you will not include any data or other information in connection with a Shared Template that constitutes personally identifiable information regarding any individual), (v) your Shared Templates (including any content or materials made available in connection therewith) are not offensive, profane, obscene, libelous or otherwise illegal, and (vi) your Shared Templates will not contain any virus, worm, Trojan horse, adware, spyware or other malicious code. You will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to list and provide your Shared Templates.
For clarity, (i) all Shared Templates that are built using the Service may contain, embed, or otherwise depend on the Services, including technology, Content and intellectual property owned or licensed by AcornCloud, (ii) your participation in the Template Store (including the building or configuration a Shared Template) does not grant you any rights in such Services, technology, Content or intellectual property (all of which are hereby reserved by AcornCloud) except as expressly set forth herein.
Using Shared Templates
Subject to the terms and conditions of this Agreement (including Template User’s payment of all applicable fees), for each Shared Template that AcornCloud permits Template User to access via the Template Store, AcornCloud hereby grants Template User a nonexclusive, revocable, limited, personal license to use such Shared Template solely on the Service to build and provide Applications to Template Users’ End Users via the Service. Except for the foregoing express licenses, (x) Template User shall have no other right to use or otherwise exploit any Shared Template, and (y) Template User may not resell or otherwise relicense any Shared Template (including via the Template Store).
Template User hereby acknowledges and agrees that (i) Template Developers are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of AcornCloud, (ii) AcornCloud does not control, and is not responsible for supervising, directing, controlling or monitoring, Template Developers or Shared Templates and expressly disclaims any responsibility and liability for Shared Templates, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code, (iii) before obtaining or using any Shared Template, Template Users are responsible for making their own determinations that the Shared Template is suitable, (iv) AcornCloud can’t and won’t be responsible for making sure that Shared Templates are up to any standard of quality, or that any information provided by a Template Developer is accurate or up-to-date, and (v) AcornCloud shall have no obligation to provide any support or similar services with respect to Shared Templates or a Template User’s use thereof.
- Digital Agencies
The Services may include functionality that allows digital agencies to use the Services to develop Applications on the Services for their clients (“Agency Features”). The Agency Features may allow digital agencies to build and develop Applications in a pre-production environment without limitations on the number of applications that may be under development (“Pre-Production Apps”). If you use the Agency Features, you acknowledge and agree that Pre-Production Apps may be used for development purposes only, and may not be used in any live or production environment (or otherwise be provided for a client’s use) unless and until such Pre-Production Apps are transferred to a standard paid plan that is priced on a per-Application basis.
- Cost of Services
The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply to your use of the Services.
Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
Payment Method. The terms of your payment will be based on your AcornCloud Account Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other providers of your chosen AcornCloud Account Payment Method. If we, through the AcornCloud Account Payment Processor, do not receive payment from you, you agree to pay all amounts due on your AcornCloud Account upon demand.
Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Information regarding such recurring payment plans and their pricing is available at https://www.acorncloud.com/pricing. We may submit periodic charges (e.g., monthly) without further authorization from you until you provide prior notice (a receipt of which is confirmed by us) that you have terminated this authorization or wish to change your AcornCloud Account Payment method. Such notice will not affect charges submitted before we reasonably could act. To terminate your authorization or change your AcornCloud account payment method, please contact us at [email protected].
Current Information Required. You must provide current, complete, and accurate information for your AcornCloud account. You must promptly update all information to keep your AcornCloud account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our AcornCloud account payment processor if your AcornCloud account payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your account information. Changes to such information can be made by contacting us at [email protected]. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your AcornCloud account unless you have terminated your paid services as set forth above.
Change in Amount Authorized. If the amount to be charged to your AcornCloud Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, a notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your AcornCloud Account Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Paid Services. Unless you opt-out of auto-renewal, which can be done by contacting us at [email protected], any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, please contact us at [email protected]. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable paid service by contacting us at [email protected] or terminate your AcornCloud account before the end of the recurring term. Paid services cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, AcornCloud will not refund any fees that you have already paid.
Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your AcornCloud Account Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Variable Pricing. Certain Paid Services may include pricing that is based on app utilization (e.g., based on the total number of End Users of your Applications). You acknowledge and agree that you are responsible for all fees associated with such Paid Services, even in cases where the utilization of your Applications exceeds your expectations. In cases of such excess utilization, (i) AcornCloud may in its sole discretion elect to provide you with a non-refundable credit (but AcornCloud is under no obligation to do so), and (ii) AcornCloud will not provide a refund under any circumstance.
- Guarantee and Warranty; Limitation of Liability
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY AN “AS IS” AND “AS AVAILABLE” BASIS UNLESS OTHERWISE SPECIFIED IN WRITING. AcornCloud MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, OR IMPLIED, AS TO THE OPERATION OF SERVICES, OR THE PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AcornCloud DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AcornCloud DOES NOT WARRANT THAT THE SERVICES, PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES OR ELECTRONIC COMMUNICATIONS SENT FROM AcornCloud ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AcornCloud WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, OR FROM ANY PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
IN NO EVENT WILL AcornCloud BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE SERVICES OR ANY USE OF THE SERVICES, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE SERVICES, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF AcornCloud IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORIES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF AcornCloud ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS OR EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO AcornCloud IN CONNECTION WITH THE SERVICES IN THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING SHALL CONSTITUTE AcornCloud’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE AcornCloud FROM AND AGAINST, AND COVENANT NOT TO SUE, FOR ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE SERVICES, AND THE PRODUCTS.
You agree to indemnify and hold the AcornCloud 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 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 this Agreement. 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).
You may be given access to certain non-public information, software, and specifications (“AcornCloud Confidential Information”), which is confidential and proprietary to AcornCloud. “AcornCloud Confidential Information” includes, without limitation: (a) Pre-release Materials; and (b) any other information designated in writing by AcornCloud as “Confidential” or an equivalent designation.
You may use AcornCloud Confidential Information only as necessary in exercising your rights granted in this Agreement. You agree not to disclose AcornCloud Confidential Information without AcornCloud’s prior written consent. You agree that You will protect AcornCloud Confidential Information from unauthorized use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Canadian Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Ontario and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, AcornCloud may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
- Term and Termination
This Agreement will remain in effect until terminated. You may terminate this Agreement at any time by providing written notice to AcornCloud or by ceasing use of and/or access to the AcornCloud Platform. AcornCloud may terminate this Agreement for any reason or no reason upon ten (10) days’ notice to you. AcornCloud may also suspend your use of the AcornCloud Platform or terminate this Agreement immediately if you breach this Agreement, if AcornCloud is required to do so by Law or if AcornCloud ceases to offer the AcornCloud Platform. You understand that after termination you will have no further access to the Development Platform or any AcornCloud Tools, and you must delete any AcornCloud Confidential Information in your possession. AcornCloud will not be liable to you for any costs, expenses, or damages as a result of the termination of this Agreement.
- General Terms
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 Service provided that the AcornCloud may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. You hereby agree that AcornCloud is authorized to receive notices or forms, such as tax invoices, from Stripe on your behalf, and AcornCloud will promptly make such notices and forms available to you in a commercially reasonable manner consistent with applicable law.
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable. The remaining portions will remain in full force and effect. Any failure on the part of the Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement. Except as expressly set forth herein, you and AcornCloud agree there are no third-party beneficiaries intended under these Terms.