Terms and Conditions

• "Agreement" means these Terms and Conditions.
• "AthenaHQ", "we", "us", or "our" refers to AthenaHQ and its affiliates, subsidiaries, officers, directors, employees, agents, and contractors.
• "Services" means all products, services, content, features, technologies, functions, and platforms provided by AthenaHQ.
• "User", "you", or "your" means any individual or entity that accesses or uses the Services.
• "Content" means any information, data, text, graphics, links, software, or other materials created by us or provided to us by third parties, excluding User Content.
• "User Content" means any information, data, text, graphics, links, software, or other materials that you upload, post, or otherwise transmit via the Services.

Our Privacy Policy describes how we handle the information you provide to us when you use our Services. By using the Services, you consent to our collection, use, and sharing of information as set forth in our Privacy Policy.

The Services may contain links to third-party websites or services that are not owned or controlled by AthenaHQ. AthenaHQ has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that AthenaHQ shall not be responsible or liable for any damage or loss caused by or in connection with the use of any such third-party websites or services.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ATHENAHQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ATHENAHQ MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES.

IN NO EVENT SHALL ATHENAHQ, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, 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; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ATHENAHQ HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

You agree to defend, indemnify, and hold harmless AthenaHQ and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.

These Terms shall remain in full force and effect while you use the Services. AthenaHQ may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief.

AthenaHQ reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

These Terms and our Privacy Policy constitute the entire agreement between you and AthenaHQ regarding your use of the Services and supersede all prior and contemporaneous written or oral agreements between you and AthenaHQ.

The failure of AthenaHQ to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of AthenaHQ.

You may not assign or transfer these Terms, by operation of law or otherwise, without AthenaHQ's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. AthenaHQ may assign or transfer these Terms, at its sole discretion, without restriction.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes.

The prevailing party in any arbitration or other proceeding arising under these Terms shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees, and all other expenses) incurred in connection therewith.

YOU AND ATHENAHQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, IF THE PARTIES' DISPUTE IS RESOLVED THROUGH ARBITRATION, THE ARBITRATOR MAY NOT CONSOLIDATE ANOTHER PERSON'S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

The Services are controlled and operated from our facilities in the United States. AthenaHQ makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations.

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.

You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Our Services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If our Services are acquired by or on behalf of any agency not within the Department of Defense ("DOD"), our Services are subject to the terms of these Terms in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our Services are acquired by or on behalf of any agency within the DOD, our Services are subject to the terms of these Terms in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.7202-3.

By using the Services, you consent to receiving electronic communications from AthenaHQ. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. These electronic communications are part of your relationship with AthenaHQ. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

AthenaHQ shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Even after your use of the Services has ended, the following sections of these Terms will remain in effect: Intellectual Property, Privacy, Disclaimer of Warranties, Limitation of Liability, Indemnification, Arbitration, Class Action Waiver, Governing Law, and any other provision that by its terms or nature is intended to survive termination of these Terms.

Section headings in these Terms are for convenience only and have no legal or contractual effect.

We welcome feedback, comments, ideas, and suggestions for improvements to the Services ("Feedback"). You acknowledge and agree that all Feedback is the sole and exclusive property of AthenaHQ, and you hereby irrevocably assign to AthenaHQ and agree to irrevocably assign to AthenaHQ all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.

You may not access, use, or register for the Service if you are a direct competitor of AthenaHQ, except with our prior written consent. You may not use the Service for any purpose related to developing, marketing, or operating a product or service that is competitive with or substantially similar to ours.

You also agree not to copy, scrape, reverse-engineer, or otherwise exploit any part of the Service or its content for competitive analysis or benchmarking purposes.

If you have any questions about these Terms, please contact us at: