End User License Agreement
PIF DIGITAL INC. END USER LICENSE AGREEMENT
EFFECTIVE: FEBRUARY 1, 2021
THE SERVICES (AS DEFINED BELOW) YOU ARE ACCESSING, DOWNLOADING OR HAVE DOWNLOADED HAS BEEN PROVIDED BY PIF DIGITAL INC. OR ITS AFFILIATES, THIRD PARTY COMPANIES OR LICENSORS (COLLECTIVELY, “PIF Digital” or “We”). BY INSTALLING, USING OR GAINING ACCESS TO ALL OR ANY PORTION OF THE SERVICES, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”). UPON ACCEPTANCE, THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY ENTITY THAT OBTAINED THE SERVICES AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SERVICES. ACCORDINGLY, YOU AND PIF DIGITAL AGREE TO THE FOLLOWING:
The “Services” consists of: (a) access to Products, Materials and Content via the PIF Digital website and mobile app, including all software, code, text, graphics, logos, layouts, designs, interfaces, and other items that may be included in or associated with the Services; and (b) any files that are delivered to you by PIF Digital (via online transmission, through a third party distributor or company, or otherwise) to patch, update, or otherwise modify the PIF Digital Services. You understand and agree that you may be charged a fee to access some of the Services.
The Services may provide a means for you to access one or more websites, third party company websites, other Services, or other products and services offered by PIF Digital (collectively, the “Services”), and audio and video materials, photographs, text, graphics, logos, layouts, designs, interfaces, software, data and other content associated with the Services (“Content”). The Services and Content are copyrighted works of PIF Digital and may contain trademarks, service marks, trade names, and other intellectual property of PIF Digital.
If you are obtaining the Services from a distribution channel such as the Apple App Store or the Android Marketplace (“Distribution Channel”), your purchase, if the Services is paid, and any subscription, if the Services or its Content requires a subscription, may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. We, rather than the Distribution Channel, are responsible for the Services and the content thereof. Neither we nor the Distribution Channel has any obligation to furnish any maintenance and support services with respect to the Services. YOU ACKNOWLEDGE AND AGREE THAT NO DISTRIBUTION CHANNEL MAKES ANY WARRANTIES WHATSOEVER UNDER THIS AGREEMENT OR HAS ANY WARRANTY OBLIGATIONS WITH RESPECT TO THE SERVICES.
The Services may use location-based services to locate you. If you choose to use the Services, you consent to PIF Digital and its third party providers determining your location.
- CHANGES TO THIS AGREEMENT AND PIF DIGITAL TERMS.
This Agreement applies to all downloading or installation of the Services after the Effective Date above, and use of any copy of the Services downloaded or installed after the Effective Date above. PIF Digital may make changes to this Agreement from time to time by posting a copy of the updated Agreement at [POST UPDATED COPY OF EULA NEED TO CREATE A URL] Changes to this Agreement will be applicable to downloading or installation of the Services after the effective date of the changes. If you do not agree with any changes to this Agreement, your sole remedy is not to download or install the Services after the effective date of the changes.
PIF Digital also may make changes to the PIF Digital Terms as provided therein. Such changes will apply to your use of the Services to access Services and Content after the effective date of the changes. If you do not agree with any such changes, your sole remedy is to discontinue use of the Services to access the relevant Services and Content. If you continue to use the Services to access Services and Content after the effective date of the changes, you accept all changes.
- CHANGES TO PRODUCT AND SERVICE OFFERINGS.
PIF Digital may change pricing for the Services and Content. We may not provide price protection or refunds due to price reductions, promotional pricing, or any other changes to pricing for any reason.
You acknowledge and agree that PIF Digital may suspend or discontinue offering the Services; modify the Services; change or discontinue the Services available through the Services; change how we offer and operate such Services (e.g., to begin charging a fee to access features or Content that we previously made available without charge); remove Content; impose limits on certain features or restrict your access to part or all of the Services, Services and Content; or make other changes in PIF Digital’s product and service offerings at its sole discretion and with or without notice to you. We will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate these PIF Digital Terms. You further acknowledge and agree that even if a copy of the Services continues to reside on your device, after we make changes in our product or services offerings, the Services may not work as it did prior to such action, and PIF Digital will have no liability to you or any third party as a result.
You acknowledge and agree that PIF Digital has all right, title, and interest in and to the Services and all intellectual property rights associated with the Services. The Services is protected by the copyright laws of the United States, international treaties and conventions, and other laws. Except as expressly stated herein, you have no intellectual property rights in the Services (including without limitation any rights to use the trademarks, trade names, service marks, logos, domain names, and other distinctive brand features), and PIF Digital reserves all rights not expressly granted to you. You must comply with all laws when using the Services as well as all applicable copyright, trademark or other legal notices or restrictions.
You will not:
- in whole or in part, copy, reproduce, translate, modify, adapt, create derivative works based on, or reverse engineer, derive source code from, disassemble, decompile, or otherwise attempt to discover the source code of, the Services, except to the extent required by applicable law;
- install or use the Services on a computer or other device that is primarily used as a file server;
- remove, obscure, or alter any copyright, trademark, logo, or other proprietary notices in or on the Services;
- use any unauthorized third-party software that intercepts, “mines,” or otherwise collects information from or through the Services, unless authorized byPIF Digital in its sole discretion;
- distribute, publish, display, perform, sell, rent, lease, sublicense, assign, transfer, or grant a security interest in your rights in the Services, or authorize all or any portion of the Services to be copied onto another user’s computer except as permitted hereunder;
- intercept, emulate, or redirect the communication protocols used by the Services in any way, for any purpose, or engage in any activity that interferes with or disrupts the Services or PIF Digital’s or its vendors’ servers or other infrastructure; or
- facilitate, create, or maintain any unauthorized connection to the Services, including without limitation: (a) any connection to any unauthorized server that emulates, or attempts to emulate, PIF Digital’s or its vendors’ servers; and (b) any connection using programs or tools not approved by PIF Digital in its sole discretion.
- The Services and Content accessible through the Services are also protected by intellectual property and other laws in the U.S. and in other countries, and are subject to limitations on your use thereof, as set forth more fully in the PIF Digital Terms.
- GRANT OF A LIMITED USE LICENSE TO USE THE SERVICES.
2.1 PIF Digital grants to User and User accepts from PIF Digital, a limited, revocable, non-exclusive, non-transferable right to access and use and permit Authorized Users to access and use the Services solely for the internal business operations of User during the Term and to install/download the Services via Our Mobile Services on one mobile device owned by you or under your legitimate control. The Services shall not be used by User or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. User shall use its best efforts to ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement. User acknowledges that its right to use the Services will be conditioned upon: (i) User’s payment of the Fees, if any, associated with using the Services; and (ii) the Services being accessed by User Via our website or mobile app only and will not be installed on any servers owned or controlled by User or otherwise provided to User without PIF Digital’s consent.
Subject to your compliance with the PIF Digital Terms and this Agreement, PIF Digital hereby grants, and you hereby accept, a limited, revocable, non-sublicensable, non-exclusive license to engage in non-commercial use of the Services. All rights to use the Services are granted on the condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
- USE OF THE SERVICES.
As part of the Services, you may receive push notifications, text messages, MMS messages or other types of messages directly sent to you outside or inside the Services (collectively, “Push Messages“). You may control the Push Messages in your device’s or the Services’s settings. Some of the Push Messages may be related to your location or to your use of the Services or Content. Your carrier may charge standard messaging, data and other fees for use of Push Messages, and these fees may appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Push Messages and certain Push Messages may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. You may discontinue Push Messages in your device’s or the Services’s settings or by deleting the Services. We may collect information related to your use of Push Messages. If you have registered for Push Messages, you agree to notify PIF Digital of any changes to your mobile number, as applicable, and update your account on the Services to reflect this change.
The Services may allow you to access and interoperate with third party properties, software Services, and data services (collectively, “Third Party Properties”). PIF Digital does not control any Third Party Properties to which you may connect using the Services and is not responsible for the practices of any third party. You acknowledge and agree that PIF Digital is not liable for any loss or damage which may be incurred by you as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on or available from Third Party Properties. You acknowledge that the Services may check for updates to the Services that may be available to you.
- WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PIF DIGITAL AND THE DISTRIBUTION CHANNELS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, OF ACCURACY, OF QUIET ENJOYMENT, OF AVAILABILITY AND AS TO SUBJECT MATTER OF CONTENT. PIF DIGITAL DOES NOT WARRANT: (1) THAT THE SERVICES’ FUNCTIONS OR ANY SERVICES, CONTENT OR THIRD PARTY PROPERTIES WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE SERVICES OR THE SERVERS HOSTING CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE SERVICES, CONTENT OR THIRD PARTY PROPERTIES AVAILABLE THROUGH THE SERVICES WILL CONTINUE TO BE AVAILABLE. PIF DIGITAL SHALL HAVE NO LIABILITY FOR ANY SUCH ISSUES.
YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES OR ANY OF THE SERVICES OR CONTENT AVAILABLE THROUGH THE WEBSITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES.
TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
The Distribution Channel will not be responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (i) product liability claims; (ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. If you have any questions on those issues, you should contact us at the address below. The Distribution Channel will also not be responsible for investigation, defense, settlement and discharge of any third party intellectual property infringement claim.
- LIMITATION OF LIABILITY/RELEASE OF CLAIMS
PIF DIGITAL WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN ITS PERFORMANCE DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTY SERVICE PROVIDERS, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT.
PIF DIGITAL WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SERVICES (INCLUDING THE SERVICES, CONTENT OR ANY THIRD PARTY COMPANY CONTENT, MATERIALS, RECOMMENDATIONS, PRODUCTS AND PROPERTIES AVAILABLE THROUGH THE WEBSITE OR SERVICES) OR THIS AGREEMENT, EVEN IF FORESEEABLE OR EVEN IF PIF DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE). PIF DIGITAL WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY COMMERCIAL DAMAGES, BODILY INJURY DAMAGES, PHYSICAL HARM, EMOTIONAL DISTRESS, DEATH OR LOSSES OF ANY KIND. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF PIF DIGITAL’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, OR OTHER AUDIO/VISUAL CONTENT OWNED, CONTROLLED, OR DISTRIBUTED BY PIF DIGITAL, INCLUDING WITHOUT LIMITATION THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You will indemnify, defend, and hold PIF Digital and all of its officers, directors, owners, employees, agents, information providers, service providers, vendors, contractors, affiliates, partners, and licensors (collectively, the “PIF Digital Indemnified Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any of the PIF Digital Indemnified Parties in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity or privacy, copyright infringement, or trademark infringement arising out of: your use of the Services; any use or alleged use of your account or your passwords by any person, whether or not authorized by you; your data; your connection to PIF Digital or its vendors’ servers; your violation of this Agreement; or your violation of the rights of any other person or entity. PIF Digital reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify PIF Digital, and you will cooperate with PIF Digital’s defense of these claims.
This Agreement is effective until terminated. You may terminate this Agreement at any time by: (i) irretrievably erasing, deleting, or destroying all copies of the Services in your possession or control; and (ii) ceasing to use the Services and Content available through the Services. PIF Digital may terminate this Agreement at any time for any reason or no reason. Upon termination for any reason, the license granted in Section 4 will immediately terminate. The provisions in Sections 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, 13, and 14 will survive any termination.
- EXPORT CONTROLS.
You may not use or otherwise export or re-export the Services or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Services was accessed or obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that it is not located in any such country or on any such list. You also agree that you will not use the Services for any purposes prohibited by applicable law.
- CONSENT TO USE OF DATA. You agree that PIF Digital may collect and use technical data and related information—including but not limited to technical information about your device, system and Services software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Services.
Data also may include your name, email addresses, telephone numbers and any information you provide logging in to the Services or any information pertaining to your birth date, social security number, and personally identifiable information (PII) including financial information, and protected health information covered under HIPAA. You have designed, created and provided all of your data without the participation or involvement of PIF Digital. You are responsible for any actions you take with respect to Data, including uploading it to the Services or using the Services to share or otherwise make available such Data to third parties. You are responsible for ensuring that you have all the rights and permissions needed to use Data in connection with the Services. You Shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Data entered into the Services. PIF Digital assumes no responsibility for the accuracy, propriety, or usefulness to You of the Data. PIF Digital shall not be liable to You or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Data entered into the Services by You or by an entity on its behalf unless such data is protected under federal or state law. You acknowledge that PIF Digital will rely on the accuracy of the Data provided to PIF Digital by You as it performs its requested functions under this Agreement. You acknowledge that you own all of the Data or have all rights to grant such licenses to PIF Digital to use such Information in furtherance of providing the Services without infringement or violation of any third party rights. PIF Digital provides no warranties, representations or indemnification to You for Your access to, and use of the Data.
You acknowledge and agree that PIF Digital shall have the right to use any data collected or created by You in your use of the Services related to selling, publishing, disclosing or sharing combined data and information from many Users with our partners in order to help our partners market and sell our Products pursuant to written agreements with confidentiality, privacy and security obligations. All such information includes data derived from personal information in aggregated, anonymous form and does not identify You individually.
- Governing Law/Arbitration. By using PIF Digital’s Website or Services, you agree that the laws of the State of Delaware without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and PIF Digital.
ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF PIF DIGITAL’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION WHICH SHALL BE PERFORMED VIRTUALLY. INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) ARE NOT SUBJECT TO ARBITRATION.
CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE CONSUMER ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA’S CONSUMER RULES”), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION’S WEBSITE.
YOU AND PIF DIGITAL AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.
THE ARBITRATOR SHALL APPLY DELAWARE LAW, AND THE ARBITRATOR’S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.
IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURTS LOCATED IN DELAWARE.
If you initiate the arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Rules.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior oral or written agreements, provided, however, that this Agreement will coexist with the PIF Digital Terms and any Additional Terms. To the extent that the provisions of this Agreement conflict with the PIF Digital Terms, this Agreement will govern. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them on our sites or delivering them to you via email, if you have provided it to us. If you do not provide us with accurate information or we do not have access to your email address, we will not be responsible for failure to notify you. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Agreement will continue to be valid and enforceable, except as expressly stated. Our failure to exercise or enforce any right or provision in this Agreement will not constitute a waiver of such right or provision. Except as otherwise required by law, the controlling language of this Agreement is English. This Agreement will be binding upon and will insure to the benefit of the parties, their successors and permitted assigns.
- CONTACT INFORMATION
You may contact PIF Digital at: email@example.com.
If you have any questions, claims, or complaints, you should notify us at firstname.lastname@example.org.
You hereby acknowledge that you have read and understood this Agreement and agree that by clicking “Accept” or by installing, copying, or using the Services you are acknowledging your agreement to be bound by this Agreement.