The following Terms and Conditions govern your use of this Ping4 Inc. web site and the materials accessible on or from the site. Please read them carefully before using the site. Your use of the site means that you accept these Terms and Conditions. If you do not agree with these Terms and Conditions, please do not use the Ping4 web site or the Ping4 services.
This Services Agreement (the “Agreement”) is made and entered into between you (the “USER”) and Ping4 Inc. (“Ping4″). Use of the Service (as defined below) signifies USER’s agreement to the terms and conditions set forth in this Agreement.
Ping4 Inc. USER TERMS AND CONDITIONS OF USE, PRIVACY, AND COPYRIGHT
1. SERVICE DESCRIPTION/GRANT OF LIMITED LICENSE USAGE RIGHTS/OWNERSHIP OF SERVICE.
As used herein, the term “Service” refers to Ping4 Inc., ping4alerts! service. All software provided or access to the Service is licensed hereunder by Ping4 Inc. to the USER to enable use of and access to the ping4alerts! service and all modifications, updates, and revisions thereof. Ping4 Inc. grants USER a non-exclusive, non-transferable, non sub-licensable, revocable, limited, fee based license to use the Service for the license term as agreed upon by USER and Ping4 Inc. Ping4 Inc. may, in its sole discretion, change the functions and capabilities of the Service at any time. USER acknowledges and agrees that Ping4 Inc. retains all title, copyright, patent rights and other proprietary rights in and to the Service and related documentation and computer code, including, without limitation, all copies, modifications, translations and other derivative works that duplicate or are based on the Service or components thereof, and that the Service is proprietary to Ping4 Inc. Ping4 Inc. reserves all rights not expressly granted herein and no other rights and licenses are granted or deemed to be granted hereunder. By its usage of the “Service” USER expressly agrees to these user terms and conditions of use, privacy, and copyright.
2. RESTRICTIONS ON USE, PROHIBITED USES and USER CONTENT
USER represents and warrants that (a) only authorized USERS will access the Service solely in connection with USER’S exercise of the limited usage license rights granted hereunder; (b) USER’S Service account will not be transferred to, or used on behalf of, another party or entity (c) USER will not remove any copyright, proprietary rights or other notice included in or on any portion of the Service, computer code or documentation; (d) USER will not distribute, transmit, display, disclose, divulge, reveal, report, publish or transfer the Service to any third party or reproduce or create derivative works based upon the Service or any portion thereof; (e) neither USER nor any of its employees, subcontractors or other personnel will attempt to reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to discover the source code of Ping 4 Inc. software; (f) USER will not use the Service in a manner that is prohibited by any law or regulation. USER is solely responsible for the content of any information it reviews or makes available by means of the Service. USER expressly agrees that Ping4 Inc. shall not be liable for any action Ping4 Inc. takes to review, record or replay material posted by any party or to remove or restrict access to such material judged by Ping4 Inc. in its sole discretion to be in violation of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law, prohibitions on libel, slander and invasion of privacy, or laws pertaining to unfair or deceptive trade practices. Third party materials accessible to USER through the Service shall be subject to intellectual property rights of owner. USER acknowledges that it may be temporarily disconnected from or logged off of the Service, either due to a system failure or because of USER inactivity and that Ping4 Inc. shall have no liability in connection with any such disconnection or log off. USER is responsible for all charges associated with connecting to the Service.
USER hereby agrees to indemnify and hold harmless Ping4 Inc. and its employees, licensors, independent contractors, providers, subsidiaries and affiliates, from and against any and all liability and costs (including, without limitation, Ping4 Inc. attorneys’ fees and costs) incurred by any of them in connection with any direct or third party claim arising out of any breach by USER of the representations and warranties of this Agreement. USER shall cooperate as fully as reasonably required in the defense of any claim.
4. DISCLAIMER OF WARRANTY
THE SERVICE INCLUDING ALL CONTENT, USAGE OF THE Ping4 Inc. SERVICE, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT OR BREACH OF DATA SECURITY TO THE FULLEST EXTENT PERMISSIBLE BY LAW. Ping4 Inc. MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE UNDER ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICE INCLUDING, BUT NOT LIMITED TO, Ping4 Inc.’s NEGLIGENCE AND OR FAILURE TO ISSUE ALERTS OR NOTICES. Ping4 Inc. WILL NOT BE LIABLE FOR ANY FAILURE OF OR DELAY IN PERFORMANCE DIRECTLY OR INDIRECTLY CAUSED BY ACTS OF THE USER, ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, CAUSES BEYOND THE CONTROL OF Ping4 Inc., INCLUDING BUT NOT LIMITED TO ACTS OF GOD AND GOVERNMENTS AND FAILURES OF THE INTERNET OR THE COMPONENTS THEREOF. Ping4 Inc. DOES NOT ASSUME ANY LIABILITY, RESPONSIBILITY, OR RISK FOR USER’S USE OF ANY ASPECT OF THE Ping4 Inc. SERVICE. USER AGREES TO ASSUME ALL OF THE RISKS IN USING THE Ping4 Inc. SERVICE. Ping4 Inc. MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT USER WILL BE CONTACTED BY ANY COMMERCIAL PARTY OR GOVERNMENTAL AUTHORITY OR THAT IF CONTACTED, THE INFORMATION PROVIDED WILL BE ACCURATE. Ping4 Inc. RESERVES THE SOLE RIGHT TO MODIFY OR DISCONTINUE THE SERVICE AT ANY TIME WITH OR WITHOUT NOTICE TO USER. Ping4 Inc. WILL NOT BE LIABLE TO USER OR ANY THIRD PARTY SHOULD Ping4 Inc. EXERCISE SUCH RIGHT. USER ACKNOWLEDGES THAT Ping4 Inc. HAS NO CONTROL OVER THE CONDUCT OF ANY COMMERCIAL PARTY OR GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTIES OR FOR THE ACCURACY OF THEIR NOTIFICATIONS. Ping4 Inc. SHALL NOT BE LIABLE FOR THE ACCURACY OR DELIVERY TIME OR CONTENT OF NOTIFICATIONS.
5. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Ping4 Inc. BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF Ping4 Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Ping4 Inc. BE LIABLE FOR DAMAGES OF ANY KIND RELATING IN ANY WAY TO THE Ping4 Inc. SERVICE OR FOR ANY COMMERCIAL PARTY’S OR GOVERNMENTAL AUTHORITY’S OR THIRD PARTY’S NOTIFICATIONS OR COURSE OF CONDUCT. BASED UPON USER’S LICENSED USE OF THE Ping 4 Inc. SERVICE, USER’S SOLE REMEDY FOR ANY CLAIMS WITH RESPECT TO ANY ASPECT OF THE SERVICE, IS TO CEASE USER’S USE OF THE SERVICE. DIRECT MONETARY DAMAGES FOR ANY PROVEN CLAIM, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, SHALL BE EXPRESSLY LIMITED BY THE TOTAL AMOUNT OF REVENUE PAID BY USER TO Ping4 Inc. DURING THE THEN CURRENT LICENSE TERM. OTHER THAN SET FORTH HEREIN, USER RELEASES Ping4 Inc. FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN THEIR ENTIRETY.
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