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End User License Agreement

IMPORTANT -THIS IS A LEGAL AGREEMENT BETWEEN EACH END USER (REFERENCED HEREIN AS “USER” OR “YOU” OR “YOUR”) AND THE AMERICAN ACADEMY OF PHYSICIAN ASSOCIATES, INC. (“AAPA,” “WE,” OR “US”) THAT APPLIES EACH TIME YOU ACCESS OR USE AAPA’S PRODUCTS, SERVICES, SOFTWARE, FUNCTIONALITY AND MATERIALS PROVIDED THROUGH ITS WEB APPLICATION AT PAPORTFOLIO.AAPA.ORG (AND ANY SOCIAL MEDIA SITES, MOBILE APPLICATIONS AND MOBILE VERSIONS THEREOF, COLLECTIVELY, THE “PA PORTFOLIO”). PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY AS AAPA IS WILLING TO LICENSE THE USE OF THE PA PORTFOLIO ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PA PORTFOLIO AND ARE INSTRUCTED TO EXIT OR CEASE USE OF THE PA PORTFOLIO IMMEDIATELY.

    1. License Grant. Subject to the payment of applicable fees (if any), and for so long as you agree to this EULA and abide by them, AAPA grants to you a limited, revocable, non-exclusive, nontransferable, non-sublicensable, personal license to download, install and otherwise access and utilize functionality and content available through the PA Portfolio. You may print and download materials and information from the PA Portfolio solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in (or that are required to be displayed with) such materials and information. The content layout, formatting, and features of and access privileges for the PA Portfolio shall be as specified by AAPA in its sole discretion. You also acknowledge and agree to the following: (i) AAPA has the right to control and direct the means, manner, and method by which the PA Portfolio is provided; (ii) AAPA may, from time to time, engage independent contractors, consultants, or subcontractors to aid AAPA in providing the PA Portfolio; and (iii) AAPA has the right to provide the PA Portfolio to others.
    2. AAPA Software Downloads. AAPA may make downloadable software or a mobile application(s) available through or as a part of the PA Portfolio (“AAPA Software”). The right to use the AAPA Software is provided as a part of the grant (above) to use the PA Portfolio in accordance with this EULA and subject to the following additional obligations. You may only use the AAPA Software on a device or hardware that you own or control and as a part of your use of the PA Portfolio.
    3. Restrictions. Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the PA Portfolio. Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material without the prior express written permission of AAPA and/or its licensor(s). Moreover, you may not (a) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the PA Portfolio or in any way reproduce or circumvent the navigational structure or presentation of the PA Portfolio to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the PA Portfolio, (b) attempt to gain unauthorized access to any portion or feature of the PA Portfolio or any other systems or networks connected to the PA Portfolio or to any AAPA server or to any of the services offered on or through the PA Portfolio, by hacking, password “mining,” or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the PA Portfolio or any network connected to the PA Portfolio, nor breach the security or authentication measures on the PA Portfolio or any network connected to the PA Portfolio, (d) reverse look-up, trace, or seek to trace any information on any other person or entity accessing or using the PA Portfolio, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the PA Portfolio or AAPA’s systems or networks or any systems or networks connected to the PA Portfolio, (f) use any device, software, or routine to interfere with the proper working of the PA Portfolio or any transaction conducted on the PA Portfolio, or with any other person’s use of the PA Portfolio, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to AAPA on or through the PA Portfolio, (h) use the PA Portfolio to harvest or collect email addresses or other contact information; or (i) use the PA Portfolio in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact AAPA.
    4. User Obligations. By downloading, accessing, or otherwise using the PA Portfolio you represent that you are at least eighteen (18) years of age (or the legal age of majority (whichever is greater)) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the PA Portfolio, including, without limitation, when you provide information via a PA Portfolio registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, AAPA reserves the right to terminate immediately your access to and use of the PA Portfolio and to seek other remedies or damages available under law or equity. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the PA Portfolio. You also acknowledge and agree that use of the Internet and access to the PA Portfolio is solely at your own risk. While AAPA has endeavored to create a secure and reliable environment and utilizes commercially reasonably security practices, you should understand that the confidentiality of any communication or material transmitted to/from the PA Portfolio over the Internet or other form of global communication network cannot be guaranteed. Accordingly, AAPA is not responsible for the security of any information transmitted to or from the PA Portfolio. You must make your own determination as to such issues.
    5. Registration. Username Handling Policy. Access to the PA Portfolio requires certain registration information. To register, please visit paportfolio.aapa.org and provide the requested information. A User will be required to set and thereafter use both a username and a password and adhere to other particular access requirements as designated by AAPA. Only one User can use one username and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons, institutions, or entities because anyone with knowledge of both your username and password can gain entry to the restricted portions of the PA Portfolio and to your account. Accordingly, by using the PA Portfolio, you agree to consider your username and password as confidential information and to keep your username and password confidential. You also agree not to use another User’s username and password. You are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur under or through your account and you agree to immediately notify AAPA if you become aware of any loss or theft of your password or any unauthorized use of your username and password. AAPA cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. AAPA reserves the right to delete or change a username or password at any time and for any reason. Notwithstanding the foregoing, nothing herein shall convey to you any further rights in your account or its information and any and all such content or information shall be subject to this EULA or the AAPA Privacy Policy (as referenced below).
    6. Fees and Payment. The PA Portfolio is currently offered at no additional charge to AAPA members. The PA Portfolio is offered to non-members at a rate of $95 U.S. dollars per year. All fees and offerings are subject to change within AAPA’s reasonable discretion. By submitting your credit card or other payment information, you grant AAPA the right to store and process your information with a third-party payment service; in addition, you agree that AAPA will not be responsible for any failures of the third party to adequately protect such information.
    7. Trial Period. AAPA may, at its discretion, offer promotional trial periods (“Trial Period(s)”) and provide you with a fully functional version of the PA Portfolio and services for a limited time. If AAPA offers, and you utilize a Trial Period, at the end of such Trial Period, you will be prompted for your payment information. If you choose not to purchase a membership subscription or pay for access to PA Portfolio after the Trial Period access to the PA Portfolio and its services will expire automatically.
    8. Your Content.
      a) Community Guidelines. AAPA offers various career development and networking opportunities through the PA Portfolio. As such, the PA Portfolio may allow you to communicate, upload, and share materials including, but not limited to, your resume and other credentialing documentation (“Your Content”). By uploading, displaying, storing, or otherwise sharing Your Content through the PA Portfolio, you represent and warrant that you have all rights in and to Your Content. You additionally agree that Your Content may not include any of the following:

      • anything that interferes with or disrupts the PA Portfolio or the operation thereof,
      • statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others,
      • unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others, statements or material that violates other contractual or fiduciary rights, duties, or agreements,
      • statements or material that is bigoted, hateful, or racially offensive,
      • statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
      • statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
      • statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
      • statements or material that harms minors,
      • statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of AAPA,
      • statements or material that misrepresents your affiliation with any entity and/or AAPA,
      • anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual,
      • chain letters or pyramid schemes,
      • statements or materials that are deceptive or misleading,
      • statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
      • statements or material that are “off-topic” for a designated forum, and
      • files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the PA Portfolio. You are solely responsible for (a) any materials you post on or through the PA Portfolio, (b) any material or information that you provide to other users (or others that view this PA Portfolio), and (c) your interaction with other users (or others that view this PA Portfolio). AAPA does not control the ability of any employer to offer employment to users and is not responsible for any employment decisions made by third parties.

      b) Use of Your Content. When you upload and otherwise store Your Content through PA Portfolio, you grant AAPA all necessary rights to host and display your Content and otherwise address your customer service requests. However, you retain all ownership rights in and to Your Content. Please think carefully about what you share. Although AAPA has various safeguards in place, including, but not limited to, two-factor authentication for recipients of Your Content, AAPA cannot confirm that every user is who they claim to be. You assume all risks associated with individuals or entities that you come into contact with through the PA Portfolio and acknowledge that AAPA has no control over the extent to which Your Content may be used by any party or person once you share it. Moreover, AAPA assumes no responsibility for the deletion of or failure to store Your Content and encourages you to maintain a back-up copy of Your Content.

      c) No Pre-Screening of Your Content. AAPA is not responsible for screening, editing, or verifying the authenticity of your or another user’s content and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any third-party content available through PA Portfolio. Moreover, and except as provided below with respect to AAPA’s right and ability to delete or remove Your Content ( or any part thereof), AAPA does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other user. Nevertheless, AAPA reserves the right to delete or take other action with respect to Your Content (or parts thereof) that AAPA believes in good faith violate this EULA and/or are, or are potentially, unlawful or harmful to AAPA or its affiliates, services, or goodwill. If you violate this EULA, AAPA may, in its sole discretion, delete the unacceptable content from Your Content, remove or delete Your Content in its entirety, issue you a warning, and/or terminate your use of the PA Portfolio. Moreover, it is a policy of AAPA to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Submissions that violate these rules regarding acceptable behavior or content, you may contact AAPA as provided below.

      d) Copyright; Designated Agent for Notification of Claims of Infringement. AAPA respects the intellectual property of others, and it asks its Users to do the same. Accordingly, it is AAPA’s policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law, and in particular, the Digital Millennium Copyright Act. Responses may include removing or disabling access to content or material claimed to be the subject of infringing activity and/or terminating your right to access and use the PA Portfolio. But you acknowledge that you may be liable for damages, including attorneys’ fees and costs, if you materially misrepresent that a work or activity is infringing your rights. If AAPA terminates or suspends a User’s access to or use of the PA Portfolio, AAPA will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make counter notification pursuant to applicable laws. It is AAPA’s policy to document all notices of alleged infringement upon which AAPA decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public. If you believe that one or more of your works have been copied in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to AAPA’s designated agent as specified below along with the following information:

      • A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
      • A description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;
      • A description, in reasonable detail, of where the material that you claim is infringing is located on the Site(s);
      • Your address, telephone number, and email address;
      • A statement by you that you have a good faith belief that the disputed use 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 written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
      • Designated Agent: American Academy of PAs, 2318 Mill Road, Suite 1300, Alexandria, VA 22314. Phone 703-836-2272. Email [email protected].
        Counter Notification. Counter notification, as permitted by applicable law and, in particular, the Digital Millennium Copyright Act, may be sent to the AAPA’s Designated Agent. All counter notifications must include:

        • Your physical or electronic signature.
        • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
        • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
        • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
        • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

    1. Proprietary Rights. This EULA provides only a limited license to access and use the PA Portfolio. Accordingly, you expressly acknowledge and agree that AAPA transfers no ownership or intellectual property interest or title in and to the PA Portfolio to you or anyone else. All text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the PA Portfolio, unless otherwise indicated, are owned, controlled, and licensed by AAPA and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, AAPA does not grant any other express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the PA Portfolio may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. The PA Portfolio is Copyright ©20I8-2024 American Academy of Physician Associates, Inc. and/or its licensors. All rights reserved. AAPA also owns a copyright in the contents of the PA Portfolio as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the PA Portfolio. AMERICAN ACADEMY OF PHYSICIAN ASSOCIATES, INC., AAPA, and all other names, designs, logos, and icons identifying AAPA and its programs, applications, products, and services are proprietary trademarks of AAPA, and any use of such marks, including, without limitation, as domain names, without the express written permission of AAPA is strictly prohibited. Other product, association, organization, and company names mentioned herein may be the trademarks and/or service marks of their respective owners.
    2. Feedback & Submissions. AAPA welcomes your feedback and suggestions about AAPA’s programs or services or with respect to how to improve the PA Portfolio. By transmitting any such suggestions, information, material, or other content (collectively, “Feedback”) to AAPA, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to AAPA and enable AAPA to use such Feedback. In addition, any Feedback received through the PA Portfolio will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for AAPA to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
    3. Other Terms and Conditions. Additional notices, terms, and conditions may apply to subscription arrangements, the purchase of products, participation in a program, registration with AAPA as a member, or the use of software. You agree to abide by such other notices, terms, and conditions, as applicable. If there is a conflict between this EULA and other notices, terms, and conditions posted to the PA Portfolio, AAPA shall resolve any conflict in good faith in its sole discretion but the latter terms shall generally control with respect to your use of that product or portion of the PA Portfolio or the applicable software.
      • The Site(s) included access to PAJobSource, a job board powered by Health eCareers. Use of PAJobSource is subject to Health eCareers’s Terms of Use, available at https://www.ziffdavis.com/terms-of-use, and its privacy policy, available at https://www.medpagetoday.com/about/privacy.
      • AAPA Huddle. The Site(s) includes access to AAPA’s online interactive forum, the AAPA Huddle Community (“Huddle”), a community powered by Higher Logic. Use of Huddle is subject to certain Code of Conduct, available at http://huddle.aapa.org/codeofconduct.
      • PA Portfolio Subscription Agreement. PA Portfolio is free for all AAPA members for as long as your membership is current. Nonmembers can purchase a PA Portfolio annual subscription for $95.
      • SMS text messaging please look here.
    4. Privacy. You understand, acknowledge, and agree that the operation of certain areas or functionality of the PA Portfolio requires or involves the submission, use, and dissemination of various types of personally identifiable information. Please see AAPA’s Privacy Policy for a summary of AAPA’s personal identifying information collection and use practices.
    5. Links to other Sites and Content. The PA Portfolio may contain links to websites or services operated by other companies. Although AAPA has endeavored to work with or offer connections to reputable websites or services, AAPA does not endorse or have any control over such websites, services, or providers. With this EULA, you therefore acknowledge that AAPA is not responsible for the content or policies of such third party websites and you understand and agree that you access and use such websites or services at your own risk. AAPA encourages you to read the policies and legal terms applicable to any third party website or service and, in particular, the third party billing, payment processing, and order fulfillment services that are accessible through the PA Portfolio.
    6. Limitation of Liability and Disclaimer. THE INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE ON OR THROUGH THE PA PORTFOLIO ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. AAPA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PROGRAMS, SERVICES, PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THE PA PORTFOLIO FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS (TO THE FULLEST EXTENT OF THE LAW) ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON­INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. AAPA DOES NOT WARRANT OR REPRESENT THAT THE PA PORTFOLIO WILL BE ERROR FREE OR THAT ACCESS TO IT WILL BE UNINTERRUPTED OR THAT ANY MESSAGE, FILE, AND/OR INFORMATION WILL BE PROCESSED, STORED, ARCHIVED, OR DOWNLOADED FROM THE PA PORTFOLIO IN AN ACCURATE MANNER OR IN A MANNER FREE OF VIRUSES OR CONTAMINATION OR OTHER DESTRUCTIVE FEATURES. AAPA EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE OR REVISE THE MATERIALS ON THE PA PORTFOLIO, ALTHOUGH AAPA MAY MODIFY THE MATERIALS ON THE PA PORTFOLIO AT ANY TIME WITHOUT NOTICE. AAPA DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO, NOR DOES IT ENDORSE THE ACCURACY, ACCEPTABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY SUBMISSIONS ADVICE, OPINION, STATEMENT, JOB POSTINGS, OR OTHER MATERIAL DISPLAYED, UPLOADED, OR DISTRIBUTED BY YOU OR POSTED OR DISPLAYED ON THE PA PORTFOLIO. AAPA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF YOUR INTERACTIONS WITH THIRD PARTIES THROUGH THE PA PORTFOLIO.

      You expressly absolve and release AAPA from any claim of harm resulting from a cause beyond AAPA’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH USERS OR OTHER THIRD PARTIES ON OR THROUGH THE SITE(S). MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, AAPA SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS OR DATA, RELATED TO YOUR USE OF THE PA PORTFOLIO, WITH THE DELAY OR INABILITY TO USE THE PA PORTFOLIO, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE OR TELECOMMUNICATION FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE PA PORTFOLIO, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF AAPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF AAPA FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS PA PORTFOLIO SHALL NOT EXCEED $100 (US).

    1. Indemnification. You agree to defend, indemnify and hold AAPA, our parent and affiliates, and each of our respective officers, directors, employees, representatives and agents harmless from and against any and all claims, demands, losses, liabilities and/or damages (including attorneys’ fees and court costs) arising out of: (i) your misuse of the PA Portfolio; (ii) your breach or alleged breach of this EULA; (iii) your use of any third party content; (iv) any content posted by you; or (v) your alleged violation of the rights of any third party, including but not limited to claims of defamation, invasion of privacy, right of publicity, breach of confidence, infringement of copyright, trademark, patent, or any other intellectual property right.
    2. Arbitration. For any claim (i) raised by a resident of a country other than the United States of America; or (ii) where the total amount of the award sought is less than ten thousand dollars ($10,000.00), you agree that AAPA may elect to resolve the dispute in a cost-effective manner through binding non­appearance-based arbitration. In the event AAPA elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through an established alternative dispute resolution (“ADR”) provider chosen by AAPA. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.
    3. Enforcing Security on the PA Portfolio. Actual or attempted unauthorized use of the PA Portfolio may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. AAPA reserves the right to take steps AAPA believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this EULA, such as by viewing, monitoring, and recording activity on or through the PA Portfolio, without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the PA Portfolio. 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 or unlawful activity on the PA Portfolio as well as to disclosures required by or under applicable law or related government agency actions. AAPA will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, AAPA reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the PA Portfolio, or any portion of the PA Portfolio in order to protect the PA Portfolio, AAPA, or AAPA’s business.
    4. Term and Termination. This EULA will take effect at the moment you click “ACCEPT,” register, respond to a request for information, and/or begin downloading, accessing, or using the PA Portfolio, whichever is earliest. AAPA reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to deny your access to the PA Portfolio or to any portion thereof in order to protect its name and goodwill, its business, and/or other Users, and this EULA will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this EULA at any time by ceasing to use the PA Portfolio, but all applicable provisions of this EULA will survive termination, as identified below, and each re-access or use of the PA Portfolio will reapply this EULA (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the PA Portfolio in your possession. The provisions concerning AAPA’s proprietary rights, Submissions, indemnity, disclaimers of warranty and liability, admissibility of this EULA, waiver and severability, entire agreement, and governing law will survive the termination of this EULA for any reason.
    5. Miscellaneous.
      1. Relationship of the Parties. No joint venture, partnership, employment, affiliate, or agency relationship exists between you and AAPA as result of this EULA or your utilization of the PA Portfolio. This EULA and AAPA’s Privacy Policy represent the entire agreement between you and AAPA with respect to use of the PA Portfolio, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and AAPA with respect to the PA Portfolio. You may not assign or transfer any rights under this EULA without the prior written consent of AAPA. Please return to the PA Portfolio and review this EULA from time to time, as they may be amended by AAPA at any time and without notice to you. Any changes to this EULA will be effective immediately upon the posting of the revised EULA to the PA Portfolio. If the EULA or revisions made thereto are unacceptable to you, you should no longer use this PA Portfolio. In addition, AAPA may add, modify, or delete any aspect, program, or feature of the PA Portfolio, but AAPA is not under any obligation to add any upgrade, enhancement, or modification. You agree that AAPA shall not be liable to you or any third party for any modification or cessation of the PA Portfolio.
      2. Injunctive Relief. You acknowledge that any breach, threatened or actual, of this EULA, including, without limitation, with respect to unauthorized use of AAPA’s proprietary assets, will cause irreparable injury to AAPA, such injury would not be quantifiable in monetary damages, and AAPA would not have an adequate remedy at law. You therefore agree that AAPA shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that AAPA post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to AAPA to enforce any provision of this EULA.
      3. Severability. If any provision in the EULA is invalid or unenforceable under any applicable statute, regulation, ordinance, executive order or other rule or law, such provision shall be deemed reformed or deleted but only to the extent necessary to comply with such statute, regulation, ordinance order or rule, and the remaining provisions of this EULA shall remain in full force and effect.
      4. Governing Law. This EULA are governed and shall be construed in accordance with the laws of the Commonwealth of Virginia, without respect to its conflict of laws principles. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this EULA, with the exception of arbitration, shall be an appropriate state or federal court located in the Commonwealth of Virginia.
    6. Online Purchases. All purchases through our Site(s) or other transactions for the sale of goods and/or services, are governed by our Terms of Sale which are hereby incorporated into these Terms of Use.

End User License Agreement: Effective as of April 12, 2024