Terms of Use

These Terms of Use govern your access to and use of the https://abre.io website (the “Site”) and the Abre mobile applications, platform, portals and Services (collectively, the “Services”).  You agree that by visiting the Site or by registering or using the Services, you are entering a legally binding agreement with Abre.io, Inc. (“Abre”) based on the Terms and the Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”).  Your access to and use of the Services are conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement.

Terms of Use

By visiting the Site or accessing the Services, you, the “User,” indicate that you understand these Terms of Use and intend them to be the legal equivalent of a signed, written contract and equally binding, and that you accept such Terms of Use and agree to be legally bound by them without any limitation or qualification. If you do not agree to these Terms of Use, please discontinue your use of the Site or the Services.

Please note that Abre reserves the right to change the Terms of Use under which the Services are extended to you. Any such change shall be effective upon notice, which may be given by Abre posting such change on the Site or the Services, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site or the Services, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of Abre. Your continued use of the Site or the Services following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms of Use. You agree that notice of changes to these Terms of Use on the Site or the Services, delivered by e-mail, or provided in any other reasonable way constitutes reasonable and sufficient notice.

1. ABRE AS A PLATFORM PROVIDER

Abre provides a platform that allows Users to connect and manage student data.  Any decisions regarding the collection, use or disclosure of any information, including without limitation, student information or personal data that is uploaded to the Services are made by you, the user, or by the school district or other entity that granted your access to the Services.  You are responsible for managing any data and content that you upload, disclose, authorize, transmit, post or otherwise make available for the Services (“Content”).  Abre will not be liable for any damages or losses that occur as a result of your use of the Services, including without limitation, your intentional or unintentional disclosure of any confidential, private or otherwise privileged information to other users of the Services or any third-parties.  By uploading Content to the Services, you are expressly representing that: (i) you have collected any personal information contained in the Content in accordance with applicable laws, including without limitation, FERPA, PPRA, O.R.C. 3319.321, COPPA, HIPAA and any other applicable privacy law; (ii) you have the full right and authority to upload Content to the Services to be used in accordance with these Terms of Use; (iii) you understand which Abre users will be able to access and view Content and understand that certain Abre users may not be employees of your school or school district; and (iii) you have the full authority and/or consent of the data subject or the parent or guardian of the data subject to disclose Content to all Abre users that may access the Content.   Before uploading any Content to the Services, please familiarize yourself with your account settings to understand which users may view your information.  Please be aware that users that are added to an account may be able to view information that was uploaded to the group prior to their joining.  We recommend you use caution before transmitting or disclosing any information via the Services.       You expressly agree not to name Abre as a party in any dispute you have with any third-party related to information, data or content you have stored on or that has otherwise been transmitted via the Services

2. BASIC TERMS

You are responsible for your use of the Services and for any consequences thereof.  You may use the Services only if you can form a binding contract with Abre and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction.  If you are using the Services on behalf of a business or organization, you are expressly representing that you have the full right and authority to use the Services and to take any actions on or related to the Services.  If you are under 18 years of age, or the age of majority in your place of residence, you may not use or access the Services for any reason.  You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Abre may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

3. GRANT OF LICENSE

These Terms of Use provide you, the User, with a personal, revocable, nonexclusive, non-transferable license to use the Services conditioned on your continued compliance with these Terms of Use. Users may print and download materials and information from the Services solely for personal and noncommercial use or, only to the extent permitted by an Other Agreement (defined below) for internal business use, provided that in all cases all hard copies contain all copyright and other applicable notices contained in such materials and information, and for the purpose of doing business with Abre. Notwithstanding the foregoing and except as otherwise expressly permitted herein, a User may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through the Services. As a further condition of use of the Services, all Users warrant to Abre that they will not use the Services for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms of Use. You further warrant that you will not attempt or actually systematically extract data contained in the Services to populate databases for internal or external use.

4. NOTICES, COMMUNICATIONS, AND ELECTRONIC SIGNATURES

You agree to be bound by any affirmation, assent, or agreement you transmit through the Services. You agree that, when in the future you visit a Site or the Services, your agreement or consent to these Terms of Use will be legally binding and enforceable and the legal equivalent of your handwritten signature.

5. INTELLECTUAL PROPERTY RIGHTS

All material contained on the Services, unless otherwise indicated, is protected by law including, but not limited to, United States copyright and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Abre does not grant any express or implied right(s) to Users of the Services. Copyright and other proprietary rights in a Site, the Services, or portions thereof, may be held by individuals and/or entities other than Abre. Removing or altering the copyright notice on any material on the Services is prohibited. Abre owns a copyright in the Services as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of content on the Services.

Abre, the Abre logo, and all other trademarks, names, logos, and icons identifying Abre or Abre’s products and services are proprietary marks of Abre.io, Inc. and its subsidiaries and are registered and/or common law trademarks of Abre.io, Inc. and its subsidiaries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Abre. In addition, the look and feel of the Site and the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Abre and may not be copied, imitated or used, in whole or in part, without the prior written permission of Abre. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Abre.

You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Abre, or the Services are entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

The contents of these Sites are ©2017 Abre.io, Inc. All rights reserved worldwide.

6. PRIVACY POLICY

Any information that you submit to Abre or that Abre collects through our Services is subject to our Privacy Policy, the terms of which are incorporated into these Terms of Use. Please see Abre’s Privacy Policy for a summary of our practices regarding the collection and use of personal information. Acceptance of these Terms of Use constitutes consent to Abre’s collection and use of personal information as outlined therein.

7. YOUR REGISTRATION INFORMATION

You agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Services(“Registration Data”); (b) maintain the security of your password and immediately notify Abre if you become aware of any unauthorized use of your account; (c) maintain and promptly update the Registration Data, and any other information you provide to Abre, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Abre.

8. CODE OF CONDUCT

You agree not to do any of the following:

  1. Restrict or inhibit any other user from using and enjoying the Services. This includes, without limitation: (a) using, or attempting to use, any account without the owner’s permission, (b) obtaining or soliciting another person’s password or other personal information under false pretenses, or (c) impersonating another user or otherwise misrepresenting yourself to Abre, our affiliates, our Services’ systems, or other entities.
  2. Interfere (or attempt to interfere) with the operation of the Site or the Services. This includes, without limitation: (a) interfering with, defeating, or circumventing any security function of the Site or Services, or attempting to do so, or (b) accessing, or attempting to access, any portion of the Site or Services that you are not authorized to access. (c) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (d) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Abre (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Abre (NOTE: scraping the Services without the prior consent of Abre is expressly prohibited); (e) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (f) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services. Unauthorized access (or attempts) may subject you to civil and/or criminal penalties.
  3. Post, upload to, transmit, distribute, store, create or otherwise publish any knowingly inaccurate or misleading personal or financial information or any Content that you do not have the full right and authority to upload.
  4. Post, upload to, transmit, distribute, store, create or otherwise publish any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by Abre) information or material.
  5. Post, upload to, transmit, distribute, store, create or otherwise publish any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ.
  6. Use the Services to post, upload to, transmit, distribute, store, create or otherwise publish any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.
  7. Post, upload to, transmit, distribute, store, create or otherwise publish any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You are solely responsible for determining whether any material you post, upload to, transmit, distribute, store, create or otherwise publish is subject to a third party’s rights You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
  8. Use the Services for any unlawful purpose.
  9. Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of our Sites or the Services.
  10. Impersonate any person or entity, or misrepresent any affiliation with another person, entity or association.
  11. Post, upload to, transmit, distribute, store, create or otherwise publish any advertising, promotion, or solicitation of goods or services for commercial purposes except in any areas of our Sites or Services specifically designated for such purpose (and subject to applicable rules).
  12. Misuse any e-mail function available on or through our Sites or Services. This includes, without limitation, (a) sending unsolicited commercial e-mail to any account that causes complaints from the recipients, (b) continuing to send commercial e-mail to a recipient if recipient has requested that you discontinue such communication, (c) sending bulk e-mails, “spam,” chain letters, “mail bombs,” or other disruptive transmissions, or (d) forging message headers or otherwise concealing an e-mail address or preventing others from responding to a message, or attempting to do so.

9. USE OF INTERACTIVE AREAS

The Services may contain discussion forums in which you or third parties may post reviews of, make recommendations for or give ratings of content, events, products, services or third-party providers, or post other Content, messages, materials or other items on the Services (“Interactive Areas”). If Abre provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree to comply with the Code of Conduct set forth above with respect to your use of the Interactive Areas. You acknowledge and agree that Abre may set up any such forum to be accessible by all users or by certain users elected at the sole discretion of Abre or any designee chosen by Abre. Eligibility for access or membership in any given forum (or any continued access and membership) shall be determined by Abre or its designee in its sole discretion, and you may not be given access to certain forums.

No review, recommendation or rating on the Services or in any Interactive Area shall be deemed to be an endorsement by Abre of any the particular matter subject of the review, recommendation or, if such matter is a third-party provider, a guarantee of such provider’s quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics.

Abre takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Abre liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Abre is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or other Interactive Area. Although Abre has no obligation to screen, edit, or monitor any of the Content posted to or distributed through any Interactive Area, Abre reserves the right, and has absolute discretion, to remove, screen, or edit without notice any content posted or stored on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any material you post or store in these areas at your sole cost and expense.

Any use of the Interactive Areas or other portions of these Services in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Services. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Abre’s systems and customers, or to ensure the integrity and operation of Abre’s business and systems, Abre may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted content. Abre’s right to disclose any such information shall govern over any terms of Abre’s Privacy Policy.

Additional information about the Services and other important matters is contained within the Services itself, including in the Rules of Engagement and you acknowledge and agree that your use of the Services, or of any information or features in or on the Services, is informed by and subject not only to these Terms of Use but also by the information and explanation available on these pages.

10. ASSUMPTION OF RISK

Use of the Internet and the Services are solely at your own risk. While Abre has endeavored to create secure and reliable Services, please be advised that the confidentiality of any communication or material transmitted to/from the Services over the Internet cannot be guaranteed. Accordingly, Abre and its employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns are not responsible for the security of any information transmitted via the Internet. The User assumes sole and complete risk for using the Services and must make his or her own determination as to these matters.

11. LAW ENFORCEMENT

Abre reserves the right to view, monitor, and record activity on the Services without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Services. Abre will also comply with all court orders involving requests for such information.

12. LINKS TO OTHER SITES; THIRD PARTY SERVICES

The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by Abre of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.  Any third-party websites that are linked on the Services will be governed by the third-party’s privacy policy and terms of service. We recommend you review these policies before engaging with any third-party website.

13. EVENTS BEYOND ABRE’S CONTROL

Users expressly absolve and release Abre from any claim of harm resulting from a cause beyond Abre’s reasonable control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, pandemics or other significant viruses or outbreaks, strikes or other labor problems, wars, terrorism, or governmental restrictions.

14. DISCLAIMERS

Please read this section carefully since it limits the liability of Abre and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Abre Entities”).  Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A. The Services are provided “As Is”

WHILE ABRE ENDEAVORS TO PROVIDE ACCURATE AND TIMELY INFORMATION, THE INFORMATION AVAILABLE ON THIS SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, ABRE MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE SERVICES OR IN THE INFORMATION AVAILABLE ON THESE SITES AT ANY TIME, FOR ANY REASON WITHOUT NOTICE.

YOU, THE USER, ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON OR THROUGH THE SERVICES. THE ABRE ENTITIES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THE SERVICES FOR ANY PURPOSE. SUCH INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

YOU EXPRESSLY AGREE THAT ANY RATINGS AND OTHER OPINIONS PROVIDED VIA THE SERVICES ARE, AND WILL BE CONSTRUED SOLELY AS, STATEMENTS OF OPINION AND NOT STATEMENTS OF FACT OR RECOMMENDATIONS  ANY SUCH RATING OR OPINION WILL BE WEIGHED, IF AT ALL, BY YOU SOLELY AS ONE FACTOR IN ANY DECISION MADE BY YOU.

The Abre Entities make no warranty and disclaim all responsibility and liability for: (i) any actions any Abre user; (ii) any injury, harm, property damage, illness or other loss that occurs as a result of uploading, transmitting or otherwise displaying any information or Content on the Services; (iii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information on the Services; (iv) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (v) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (vi) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (vii) any advice or information you receive through the Services; and (iix) any injuries or harm you or a third party incurs as a result of information or advice received through the Services.  No advice or information, whether oral or written, obtained from the Abre Entities or through the Services, will create any warranty not expressly made herein.

B. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABRE ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE ABRE ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID ABRE, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE ABRE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ABRE AND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

C. INDEMNITY

To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Abre Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms of Use; (2) your interactions with any other Abre user; (3) your Content and any injury, harm damage or loss that falls to you or a third-party related to your Content or any information you upload or transmit through the Services; (4) any claim that any Content uploaded by you violates any applicable privacy or other law; and (4) any activity in which you engage on or through the Services. Abre reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Abre. You agree to cooperate as fully as reasonably required in Abre’s defense of any claim.

15. DIGITAL MILLENNIUM COPYRIGHT ACT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Abre reserves the right to remove any material on the Services which allegedly infringes another person’s copyright. If you believe in good faith that materials hosted by Abre infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked.

Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of your work;
  • A description of the material that you claim to be infringing, as well as its location on the Site or the Services;
    Your name, address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.

Notices and counter-notices should be sent to: David J. Willbrand. Esq., Thompson Hine LLP, david.willbrand@thompsonhine.com, 312 Walnut Street, 14th Floor, Cincinnati, OH 45202.

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.

16. GOVERNING LAW AND CONSENT TO ARBITRATION

These Terms of Use are governed by and will be construed and enforced in accordance with the laws of the State of Ohio. Any dispute, controversy or claim arising out of or relating to these Terms of Use, including any disputes relating to the content of the Services, whether sounding in contract, tort or otherwise, shall be finally resolved by arbitration. The arbitration shall be conducted by one arbitrator in English and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The place of the arbitration shall be Cincinnati, Ohio. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in Ohio for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, Abre may seek preliminary injunctive relief from a court of law in the event of a breach by you.

17. WAIVER

Failure to insist on strict performance of any of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by Abre of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

18. SEVERABILITY

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

19. RELATIONSHIP

No joint venture, partnership, employment, or agency relationship exists between a User and Abre as a result of these Terms of Use or User’s utilization of the Services.

20. TERMINATION AND MODIFICATION

The Terms of Use will continue to apply until terminated by either you or Abre as follows.

You may end your legal agreement with Abre at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us at support@abre.io.  Please note that deactivating your account may not relieve you of any payment obligations you have pursuant to a subscription or other agreement with Abre.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.

In all such cases, the Terms of Use shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination.

Nothing in this section shall affect Abre’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.

21. ENTIRE AGREEMENT/RESERVATION OF RIGHTS

Your rights to use certain material available on or through the Services may be subject to separate written agreements with Abre (“Other Agreements”). Particular pages or features of the Services with content supplied by Abre or its licensors may be different or additional terms (“Special Terms”), which will be disclosed to you when you access those pages or features, and by accessing or using such pages and features, you will be deemed to have agreed to the applicable Special Terms. If there is a conflict between these Terms of Use and the Special Terms, the Special Terms will govern with respect to such pages or features or content. With the exception of any Other Agreements, and Special Terms, these Terms of Use, together with the Abre Privacy Policy, which is hereby incorporated as if set forth fully herein, represent the entire agreement between the User and Abre with respect to use of and material available on or through the Services e (excluding any service for which you have a separate agreement with Abre that is explicitly in addition or in place of these Terms), and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the User and Abre with respect to the Services. Any rights not expressly granted herein are reserved.