aOK is designed to protect your privacy and sensitive information. aOK cannot access any user information and aOK messages and calls cannot be accessed by us or other third parties because they are always end-to-end encrypted, private, and secure.
These Terms of Service (“Terms'') govern your access to and use of the applications, websites, and other online services (collectively, the “Platform”) provided by aOK. If you have any comments or questions about these Terms, please email us at support@aokapp.com.
Your use of the Platform is subject to these Terms, as well as our Acceptable Use Policy, Intellectual Property Policy, Trademark Usage Policy and, if applicable, the Product Specific Terms, Developer Terms of Service, Data Processing Addendum, and any applicable agreements or policies referenced therein (these documents are hereby incorporated into these Terms by reference and together with these Terms are collectively referred to as the “Agreement”). Undefined capitalized terms used in these Terms have the meanings ascribed to them in the relevant agreement, policy, or addendum incorporated by reference into the Agreement.
As pertains to the Platform, (1) the “Effective Date” of the Agreement is the earlier of the date of (a) your initial acceptance of these Terms (or Updated Terms, as applicable) and access to the Platform through any online provisioning, registration, or order process; or (b) the effective date of the first Order Form between you and aOK referencing this Agreement; and (2) the “Subscription Term” of the Agreement shall be as of the Effective Date until you terminate your Account and/or the expiration or termination of the last outstanding Order Form, as applicable. As used herein, “Order Form” means the aOK order form or related ordering document subject to this Agreement or an MSA, as applicable, that is signed by aOK and you, and which specifies the products or offerings procured by you. Notwithstanding the foregoing, for the avoidance of doubt, as pertains to the Platform, these Terms remain in full force and effect as of the “Effective as of” date above.
Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you are not permitted and may not use the Platform.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE PLATFORM OR ANY RELATED AOK OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT USE THE PLATFORM OR ANY RELATED AOK OFFERINGS. BY ENTERING INTO THIS AGREEMENT, EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING OBLIGATION ON SUCH PARTY.
IF YOU ARE USING OR ACCESSING THE PLATFORM OR ANY RELATED AOK OFFERINGS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO AND SHALL BE LIABLE TO OK.ME INC. FOR ANY VIOLATIONS UNDER THE AGREEMENT BY YOU OR SUCH ENTITY. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.
The Platform is provided by OK.ME Inc. DBA aOK, a Delaware public benefit corporation with its registered office at 8 The Green, Suite B, Dover, DE 19901 (inclusive of our Affiliates (defined below), collectively referred to as “aOK”, “we”, “us”, or “our”). As used in the Agreement, “you” or “user” means the individual or entity you are using the Platform on behalf of. As used herein, “Affiliates” means, with respect to a party, an entity that directly or indirectly controls (e.g., subsidiary), is controlled by (e.g., parent), or is under common control with (e.g., sibling) such party; and the term “control” (including the terms “controlled by” and “under common control with”) means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
The Platform is available only for individuals aged 13 years or older or the digital age of consent in your country, if older. If you are age 13 or older but under the age of 18, or the legal age of majority where you reside (if that jurisdiction has an older age of majority), then you agree to review these Terms with your parent or guardian to make sure that both you and your parent or guardian understand these Terms and you agree to have your parent or guardian review and accept these Terms on your behalf. If you are a parent or guardian and are agreeing to these Terms for the benefit of a child over the age of 13 (or the digital age of consent in your country, if older), then you agree to accept full responsibility for that child’s use of the Platform, including all financial charges and legal liability that they may incur. The right to access the Platform is revoked where the Agreement or use of the Platform is prohibited or to the extent any offer or provision of the Platform conflicts with any applicable law, rule, or regulation.
To access and use the Platform, you must register for an account with aOK (“Account”). To complete your Account registration, you agree to provide us with complete and accurate information and to keep that information current so that we can communicate with you about your Account. We may need to send you notices about important updates (like changes to these Terms or our Privacy Policy), or to inform you of legal inquiries we receive about your use of the Infrastructure so you can make informed choices in response. We encourage you to provide your own (or your company’s) contact and billing details, including your valid, current email address, as we may use it to identify and determine the actual and true owner of the Account and/or Content (as defined below). aOK reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark to those usernames.
You acknowledge that aOK will use the email address you provide upon creating an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to aOK and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with aOK can only be authenticated if they come from your Primary Email Address or if cryptographically signed by your aOK client application (in any case where they may come from another email address or digital communications account).
Please safeguard your Account and make sure others do not have biometric access to your devices (e.g. your personal mobile devices). Your Account and Primary Email Address are specific to you (or one designated person if on behalf of an entity) and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Account and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Account. You agree that will not permit any other person to use your Account, and you will immediately notify aOK if you know or suspect that your Account has been used by any other person. You shall not use or access an Account which is not your own. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or access your account dashboard. You are responsible for taking all steps to ensure that no unauthorized person shall have access to your Account or Primary Email Address. If anyone other than yourself accesses your Account, they may perform any actions available to you and make changes to your Account and Content. You agree that aOK shall have no liability for any loss or damage resulting from your failure to maintain the security of your Account information.
If there is a dispute about Account or Content ownership, we reserve the right to determine ownership based on our reasonable judgment in our sole discretion. However, if we cannot make such a determination, we reserve the right to not intervene in the dispute, suspend any Account(s) involved in the dispute, and/or take down Content until the parties disputing ownership reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, trademark certification) that may assist us in determining ownership. Below is a non-exhaustive set of factors we will consider when determining proper ownership:
2.5.1 aOK will consider the owner of an Account as the person or entity who has access to the Primary Email Address linked to such account, Biometric Access to the mobile device linked to such Account, and whose Verified Legal Identity is linked to such Account.
2.5.2 aOK will consider the owner of Content as the person or entity who has access to the Primary Email Address for the Account under which such Content was created.
2.5.3 Notwithstanding the foregoing, if aOK deems that the circumstances justify, aOK shall have the exclusive right to adjudicate the ownership dispute of an Account and/or Content in its sole discretion based on any information in its possession, including the factors set forth above.
If you have an aOK Account, the Platform will enable you to, among other things, upload content to the Platform, including but not limited to personal information, business information, verifiable credentials, software code, images, photos, and videos. Any content you submit, post, upload, or otherwise make available to the Platform, including all Intellectual Property Rights (defined below) therein, is referred to as your “Content.” Unless otherwise specified in the Agreement and to the maximum extent permitted by law, you agree to be fully responsible for the Content that you create or submit via the Platform and you further agree not to use the Platform to create or submit any Content that does not comply with the Agreement including but not limited to aOK’s Acceptable Use Policy.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You retain ownership of your Content. aOK cannot decrypt or otherwise access the content of your messages or calls. aOK queues end-to-end encrypted messages on its servers for delivery to devices that are temporarily offline (e.g. a phone whose battery has died). Your message history is stored on your own devices.
Additional technical information is stored on our servers, including randomly generated authentication tokens, keys, push tokens, and other material that is necessary to establish calls and transmit messages. aOK limits this additional technical information to the minimum required to operate the Platform.
By posting your Content in any public forums or other public areas of the Platform, you grant aOK (including our third party hosting providers acting on our behalf) a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, host, store, modify, reproduce, display, distribute, publish, publicly display, publicly perform, and create derivative works (e.g., those resulting from you enabling localization translations and adaptations) of your Content for the purposes of providing, improving, testing, promoting, and securing the Platform. You understand and agree that third party individuals may search for, see, use, and/or re-post any Content that you make publicly available on the Internet via the Platform.
You may remove your Content from and discontinue your use of the Platform at any time. You must remove your Content if you do not have the rights required under this Agreement.
You represent and warrant that you own or otherwise have obtained and shall maintain all necessary licenses, authorizations, rights, approvals, and permissions necessary to enter into and perform your obligations or exercise your rights hereunder, including without limitation the rights to upload your Content in the manner set forth in this Agreement. You represent and warrant that your Content, and any use of your Content by aOK as authorized under this Agreement, will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party.
You represent and warrant that your use of the Infrastructure, including your Content, shall comply with all applicable laws, rules, and regulations, including without limitation applicable privacy and data protection laws and applicable export or import controls, regulations, and sanctions. aOK does not and will not provide any legal advice regarding your compliance with applicable law.
You represent and warrant that your use of the Infrastructure, including any Content you create or transfer via the Infrastructure shall comply with our Acceptable Use Policy. Without limiting the foregoing, you understand and agree that, without aOK’s prior written consent, you do not have the right to sublicense or resell access to the Platform.
To the extent you access or use any downloadable software related to the Platform (“Software”), such access or use shall be governed by the terms of the license agreement that accompanies the Software or is posted with the Software on the Sites where the Software can be accessed; however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license to use the Software for your personal, noncommercial use in accordance with these Terms. In the event of any inconsistency between these Terms and any license agreement, the license agreement shall govern in relation to the Software. You may not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software.
The Software may automatically update from time to time. These updates are designed to improve, enhance, and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the Software.
aOK’s Product Specific Terms apply to your access to and use of certain specific products, features, or services available via the Platform. Our Product Specific Terms are incorporated by reference into the Agreement.
We may provide links to third-party websites. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites. You expressly release us from any and all liability arising from your use of any third-party website.
Except for your Content, all materials on or inherent to the Platform, including the mini-applications that allow integrations with other applications and services (“SDKs”), the Platform itself, and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, “aOK IP”), including but not limited to the design, structure, arrangement, and “look and feel” of aOK IP, is owned by or licensed to us and our licensors and is protected by copyright, trademark, and other Intellectual Property Rights and laws.
Other than as provided herein, aOK does not grant to you or any user in your account any license, express or implied, to aOK IP. Except as expressly provided in the Agreement, no part of the Platform or aOK IP may be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.
Subject to the terms and conditions of this Agreement, aOK provides you with a non-exclusive, revocable license to use the Platform, including the SDKs, as expressly permitted by the features and functionality of the Platform and the terms of this Agreement. aOK may terminate this license at any time for cause.
We welcome your feedback, ideas, or suggestions (collectively, “Feedback”), but you agree that we may use your non-confidential Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
Customers may be required to provide their credit card details to aOK or the payment service provider retained by aOK (the “PSP”). Customers will be responsible for paying all applicable fees related to their use of the Platform (the “Fees”). You are solely responsible for all federal, state, and local taxes, including sales, use, VAT, or similar transaction taxes imposed on your paid subscription to the Platform, unless you provide aOK with a valid tax exemption certificate (“Taxes”). All Taxes payable by you will be separately stated and exclusive of the Fees. Notwithstanding the foregoing, you will have no liability for taxes that are statutorily imposed on aOK, including taxes or fees based on aOK’s net or gross income.
All paid plans must enter a valid payment account. Your payments are processed by the PSP in U.S. Dollars on the date the transaction is processed. If you pay in a currency other than U.S. Dollars (“Foreign Currency”), your currency will be converted to U.S. Dollars at the current exchange rate set by the PSP. If you pay in a Foreign Currency and request a refund, you may receive a refund amount that differs from your original payment amount. If this occurs, aOK will be unable to adjust the refund amount you received. The difference in payment and refund amounts is caused by currency exchange rate fluctuations outside of aOK’s control.
Free accounts are not required to provide payment account information. We will immediately bill you upon any upgrade from a free plan to any paid plan.
For monthly payment plans, the Platform is billed in advance on a monthly basis. Any requests for refunds will be handled in accordance with aOK’s Billing and Refund Policy as updated by aOK from time to time.
For annual payment plans, the Platform is billed up front for one (1) year subscription periods and is non-refundable. Your annual plan will automatically renew for successive one (1) year subscription periods, and you will be charged the applicable Fees on each annual anniversary of your purchase, unless you cancel the plan(s) on your Account prior to the end of the then-current annual term. There will be no refunds or credits for partial terms of service, upgrade/downgrade refunds, or refunds for unused terms with an active Account. Certain credits may apply when you purchase an upgrade to the Platform or switch from a monthly plan to an annual payment plan.
Unless otherwise provided for in your Order Form, you can cancel your payment plan(s) by going into your Settings, selecting plans, and then downgrading to our free plan.
If you have separately executed an Order Form, your access and use of the Platform will be governed by the terms of such Order Form. For clarity, an Order Form may be subject to these Terms or the MSA depending on the provisions of your Order Form.
To the extent your use of the Platform exceeds the usage limits provided for in your payment plan (as set forth on https://aokapp.com/pricing) or the applicable Order Form, including but not limited to the usage categories included therein, aOK reserves the right to charge you prorated overage fees for any such excessive use, require you bring your usage within the allotted parameters of your current plan, and/or require you upgrade to a new plan to increase your usage limits, in aOK's sole discretion. If you do not comply with such requirements within 30 days from aOK’s initial written notice to you (email acceptable) regarding such excessive usage, aOK may suspend or limit your access to the Platform, in whole or in part, for breaching the terms of your agreement with aOK.
Unless you have separately executed an Order Form, we reserve the right to change our fees and to institute new charges at any time (including, for clarity, for any renewal), upon notice to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by aOK in our sole discretion. Your use of the Platform following such notification constitutes your acceptance of any new or increased fees.
By using the Platform, you confirm that you have read and understood our Privacy Policy and that you consent to the collection, use, processing, and disclosure of your Personal Information and aggregated data as set forth therein. You understand that your Personal Information will be collected, used, transferred to, and processed in the United States as part of your use of the Infrastructure. Our Privacy Policy is not a contract and does not form part of this Agreement. We may update our Privacy Policy from time to time as set forth in that policy.
We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.
aOK respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright, trademark, or other intellectual property right, please review our Intellectual Property Policy and Trademark Policy and fill out the applicable Copyright (DMCA) Takedown Form or Trademark Takedown Form or send the information detailed in the Intellectual Property Policy to aOK's Copyright Agent at:
aOK c/o OK.ME Inc.
8 The Green, Suite B
Dover, DE 19901
We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Infrastructure, including security and reliability related information.
The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Infrastructure. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
THE PLATFORM, PRODUCTS, AND ALL AOK IP ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE PLATFORM, PRODUCTS, OR ANY AOK IP IS TO STOP USING THE PLATFORM, PRODUCTS, OR ANY SUCH AOK IP. IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE PLATFORM, PRODUCTS, OR THE AOK IP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AOK ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ( I ) ERRORS, MISTAKES, OR INACCURACIES OF AOK IP; (II) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR CONTENT), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ADDITIONAL PRODUCT OFFERINGS SET FORTH IN THE PRODUCT TERMS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU OR BY AOK ON YOUR BEHALF; ( V ) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM OR PRODUCTS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM, PRODUCTS, OR THIRD PARTY PRODUCTS; (VII) ANY ERRORS OR OMISSIONS IN ANY AOK IP OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY AOK IP POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; (VIII) ANY LOSS OF ACCESS TO YOUR PRIMARY EMAIL ADDRESS; AND/OR (IX) CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL AOK, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
You agree to indemnify, defend, and hold harmless aOK (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your use of the Platform, including but not limited to your Content and your use of Additional Product Offerings; (b) your violation or breach of these Terms or any obligations, representations, or warranties under this Agreement; (c) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party for which aOK may be held jointly and severally liable.
aOK is constantly innovating and finding ways to provide our users with new features and services. Therefore, we may, without prior notice, make changes to the Platform, and/or add features. You may discontinue or terminate your use of the Platform at any time.
We reserve the right to modify, update, or change these Terms from time to time in the usual course of operations (such modified Terms, the "Updated Terms"), so we encourage you to review this page periodically. Notwithstanding, when we change these Terms in a material manner, we will update the effective date at the top of this page and provide you with reasonable advance notice before the Updated Terms become effective. aOK may provide such notifications to you via email notice, written or hard copy notice, and/or through posting of such notice on the Platform. We reserve the right to determine the form and means of providing notifications to you. You may be required to click-to-accept or otherwise agree to the Updated Terms, but in any event your continued use or access of the Platform after the effective date of the Updated Terms shall constitute your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Platform. Updated Terms will be effective as of the date specified in the effective date at the top of this page, and will apply to your use of the Platform from that point forward. If we update these Terms in a non-material manner after the effective date, we will update the last modified date at the top of this page. The previous Terms (or previously Updated Terms) will govern any disputes arising before the effective date of the then-current Updated Terms. If you choose not to agree to these Terms or any future Updated Terms, you may not use or access (and must discontinue any use or access to) the Platform. aOK is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon your written notice to aOK. Your address for any notices under the Agreement is your billing address, with an email copy to the email address you have provided to aOK. aOK’s address for such notices is:
aOK c/o OK.ME Inc.
8 The Green, Suite B
Dover, DE 19901
If you and aOK are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Infrastructure (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration, unless otherwise prohibited by applicable law. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, aOK will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and aOK may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within the District of Delaware with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.
You and aOK agree that any arbitration will be limited to the Dispute between aOK and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND AOK ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and aOK otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.
Arbitration will take place in Dover, Delaware. You and aOK agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the Delaware Court of Chancery and Federal courts located in Dover, Delaware have exclusive jurisdiction and you and aOK agree to submit to the personal jurisdiction of such courts.
Neither you nor aOK may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld).
The Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the Delaware Court of Chancery and Federal courts located in Dover, Delaware, and waive any objection to such jurisdiction or venue.
The Platform is controlled and operated from its facilities in the United States. Although the Platform may be accessible worldwide, we make no representation that the Platform or the materials on the Platform are appropriate or available for use in locations outside the United States, and accessing the Platform from territories where its use is illegal is prohibited. Those who access or use thePlatform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.
Any failure by us to enforce or exercise any provisions of the Terms shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.
In any action to enforce the Term, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.
You agree that aOK's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that aOK shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that aOK may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.
No right or remedy of aOK shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by aOK of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.
