ACER BYOC END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) between you and Acer Inc. and/or its business partners (“Acer”) governs your use of Acer’s BYOC applications and relevant cloud storage services (“Services”) and any service, software, application, plug-in, component, functionality, or program provided by Acer in association with the Services.  As used in this EULA, “you” refers to anyone who accesses or uses the Services.  By clicking “I accept” or using the Services, you agree that this EULA together with the applicable Acceptable Use Policy and applicable Privacy Policy (collectively, this “Agreement”) apply if you access or use the Services.

1.  Cloud Storage Services

1.1       Storage of Content.  By purchasing an Acer product and complying with the terms and conditions of this Agreement, you can use the Services to store content in the cloud and make the content accessible on your compatible computers and mobile devices.  If you use the Services, ACER MAY DELETE YOUR CONTENT 30 DAYS AFTER YOU UPLOAD THAT CONTENT WITHOUT NOTICE TO YOU.  You should not use the Services to store content that you intend to keep for more than 30 days unless you back up that content elsewhere.

1.2      Facilities and Data Transfer.  The Services may process, store, and transfer your data in the United States, China, Taiwan, Europe, and any other location where Acer or its third-party service providers maintain facilities.  Your data or personal information may be processed, stored, and transferred in a server located in the area outside of your resident country.  By using the Services, you consent to this processing, storage, and transfer of your data or personal information outside of your own country. 

1.3       New Features.  Acer may make new storage options, applications, features, or functionality available from time to time through the Services, which may be subject to additional fees, terms, and conditions.

2.  Your Use of the Services

2.1       Minimum Age.  Acer makes the Services available to persons who are at least 13 years old.  If you are at least 13 years old but under the age of consent in your home country, you must review this Agreement with your parent or legal guardian and have them assist you in completing your registration.

2.2       Your Account.  In order to access and use the Services, you must create a username and password and provide the information requested during the registration process.  You represent and warrant that the information that you provide is accurate and complete.  You are solely responsible for maintaining the confidentiality of your username and password and for all activities that occur under your username and password.  If you become aware of any unauthorized use of your username or password, please notify Acer at AcerCloud_Support@cloud.acer.com as soon as possible.

2.3       License.  By uploading or submitting any content through the Services, you grant to Acer a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up license to reproduce, transmit, publish, and store such content in order for Acer to provide the Services.  You also represent and warrant that you have the rights and proper authority to upload, download, store, display, transmit, and distribute all content that you submit through the Services.

2.4       Restrictions.  You will use the Services only for your own personal use and not for any commercial purposes, which include but are not limited to sublicensing, leasing, or re-selling the Services.  You will also comply with the applicable Acceptable Use Policy and applicable law.  You are solely responsible for the payment of all fees for any ancillary products or services that are required for your access and use of the Services, including but not limited to fees for Internet access and fees for the purchase of compatible devices.  Software, trademarks, indications, and any other intellectual property rights in connection with the Services (collectively, “Acer’s Intellectual Property”) shall be owned by Acer.  Without Acer’s prior written consent, you shall not make any modifications, reproduction, re-design on such Acer’s Intellectual Property, or make use of it for any other purposes irrelevant to the fair use of the Services.

 

3.         Termination

3.1       Term of Rights.  The rights granted to you under this Agreement are effective as of the date that you click “I accept” and will remain in effect until Acer ceases providing the Services or terminates your rights.

3.2       Termination by Acer.  Acer has the right to terminate your rights under this Agreement without notice if you breach any provision of this Agreement.

3.3        Continuity.  If this EULA or your account has been terminated in any event, all provisions in the EULA still apply to your past use of the Services.  Youacknowledge that when this EULA or your account is terminated, all your data and set-up may be deleted, but Acer is not obligated to do so.

4.  Limitations

4.1       Availability.  The Services may not be available at all times, in all countries, or in all languages.  Acer makes no representation (a) that the Services are available or appropriate for use in any specific location; that (b) your data may be successfully uploaded, stored,  maintained or transmitted through the Services or(c) that the content or data that you access or store through the Services will not be subject to inadvertent loss, damage, corruption, or deletion.  You are solely responsible for and Acer strongly recommends your maintaining appropriate back-ups of the content and data that you access or store through the Services.

4.2       Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACER (A) MAKES NO EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS REGARDING THE SERVICES, CONTENT STORED BY THE SERVICES, OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND (B) EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE.  ACER IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY GOVERNMENT WITH RESPECT TO YOUR DATA OR INFORMATION.

4.3       Limitation of Liability.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE SERVICES OR CONTENT STORED OR TRANSMITTED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, OR COST TO PROCURE SUBSTITUTE SERVICES.

5.  Indemnification

5.1       By You.  You will indemnify, defend, and hold Acer and its affiliates, officers, directors, employees, agents, and third-party service providers harmless from and against any and all claims, demands, causes of action, debts or liabilities (including reasonable attorneys’ fees and expenses) that arise from or relate to (a) your access or use of the Services, (b) any content that you upload, download, store, display, transmit, or distribute through the Services, (c) your breach of this Agreement, or (d) any action that Acer takes as part of its investigation or cooperation with law enforcement officials or other appropriate authorities regarding suspected inappropriate or illegal activity enabled or carried out through the Services.

6.  General

6.1       Modifications.  Acer has the right to change, suspend, and cease providing the Services at any time without prior notice.  Acer also has the right to modify this Agreement at any time by posting the changes to the terms and conditions on Acer’s website.  Acer may also notify you by sending you an email that either (a) specifies the changes in the email, or (b) links to a website that specifies the changes, and the change(s) will become effective in accordance and in the timeframe described in that email or on the website.  You are obligated to keep your email address correct and current by updating it through supporting website and acknowledge that this is the method of communication that Acer will use for this notification purpose.  Failure to keep your email address correct and current may result in email not reaching you, but you will still be bound by any changes if you continue to use the Services.

6.2       Updates.  Acer may but is not obligated to provide you with updates, bug fixes, or enhancements to the Services, which you will need to install or which are automatically downloaded and installed on your computer or device.  If you receive any such updates, bug fixes, or enhancements that Acer does not automatically install, then you shall install them as required.

6.3       Export Control.  Your use of the Services may be subject to export and import laws of the United States and other jurisdictions, and you will comply with such laws.

6.4       Retention of Rights.  Except as expressly provided in this Agreement, Acer retains all rights, title, and interest in and to the Services.  Nothing in this Agreement transfers to you any title or ownership in or to the Services or the underlying intellectual property.

6.5       Assignment.  You cannot assign this Agreement or transfer your rights under this Agreement without Acer’s prior written consent.  Any such assignment or transfer without Acer’s prior written consent will be null and void.  This Agreement will be binding upon and inure to the benefit of the parties and their respective and permitted assigns.

6.6       Governing Law and Venue.  This Agreement is governed by and interpreted in accordance with the substantive laws of Taiwan, Republic of China, without reference to conflicts of law principles.    For purposes of resolving disputes arising from or relating to this Agreement, you consent to exclusive jurisdiction and venue in Taiwan Taipei District Court.  Any disputes shall not be combined with any other legal litigations or arbitrations resolving a dispute with others or to be resolved through the class actions.

6.7       Force Majeure.  If Acer is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of Acer, including any act of God, fire, casualty, flood, war, terrorism, strike, lockout, riot, or insurrection, then Acer should not be held liable.

6.8       No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties and is not intended to confer any rights or benefits on any third party.  This Agreement has no third-party beneficiaries.

6.9       No Waiver.  Acer’s waiver of a breach or a default of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or any other provision.  Acer’s delay or failure to exercise or avail itself of any right will not operate as a waiver of any right by Acer.

6.10     Survival.  Sections 3 through 6 of this EULA are intended to survive the termination or expiration of this Agreement and will survive and continue in effect after the termination or expiration of this Agreement.

6.11     Severability.  If any provision of this Agreement is illegal or unenforceable, then that provision is deemed to be restated to reflect as nearly as possible the original intentions of the parties in a manner that complies with applicable law.  The remainder of this Agreement will remain in full force and effect.

6.12     Entire Agreement.  This Agreement constitutes the entire agreement between you and Acer regarding the subject matter of this Agreement and supersedes all oral or written prior agreements, representations, proposals, discussions and communications regarding the subject matter of this Agreement.

TERMS OF BYOC VALUE-ADDED SERVICES

In addition to the use of the Services, if you decide additionally to purchase or subscribe the BYOC Value-Added Services (“Value-Added Services”) provided by Acer, following terms (“Terms of Value-Added Services”) shall prevail in relation to all the rights and obligations with respect to the Value-Added Services between you and Acer.  Unless otherwise provided in the Terms of Value-Added Services, this Agreement shall also apply to the use of the Value-Added Services.

1.  Value-Added Services

1.1       Content.  Please refer to the http://www.acer.com/abapps

1.2       New Features.  Acer may expand the contents of the Value-Added Services and provide new options, applications, features, or functionality available from time to time, which may be subject to additional fees, separate terms, and conditions.

2.  Purchase

2.1       Purchase.  You may purchase the Value-Added Services through Google Play Store, Apple Store or other platform (“Purchase Platform”) under your activated Acer BYOC general account.  Your account will be adjusted from the general account to the premium account.  Acer (or the Purchase Platform) will charge you when you upgrade your account to the premium account or when you renew your subscription period.  You are responsible for the payment of the applicable taxes.  Acer will collect such taxes when required as well to comply with the local relevant tax provisions or the requirements of the local tax authority. 

2.2       Non-Refundable.  You may terminate the Value-Added Services from time to time, but your paid subscription fee would not be refunded.  If you fail to normally use the Value-Added Services during the subscription period due to any causes attributable to Acer, Acer will extend your subscription period of the Value-Added Services depending on the real situations.  This is the only means of Acer’s compensation.  You agree not to request a refund or any compensation.

2.3       Account Adjustment.  If your payment account is terminated or expired, Acer will adjust your premium account to the general account.

2.4       Price Change.  Acer may change the price for the Value-Added Services from time to time, but your subscribed Value-Added Services should not be impacted.  Acer may inform you of said change via email in connection with your account prior to the change. 

2.5        Prohibition against Inappropriate Actions.  If you obtain the Value-Added Services by means of an inappropriate action, Acer may cease providing Value-Added Services at any time.  You should be liable for any damage or loss incurred to Acer or any third party arising therefrom.

2.6        Special Offers.  If Acer launches a new promotion after your subscription of the Value-Added Services, your previously subscribed Value-Added Services is not applicable to said new promotion benefit.

3.         Miscellaneous (Others)

3.1       Troubleshooting.  If you have any troubles or problems in using Value-Added Services, you may request Acer to provide services and assistance for this matter via email AcerCloud_Support@cloud.acer.

3.2       Change of the Terms of Value-Added Services.  Acer retains the right to solely change the Terms of the Value-Added Services.

Updated September, 2014