1.DESCRIPTION OF THE SERVICES
The services provided by PieSync consist of a synchronization and integration tool for users of Highrise and Google Apps (the "Services"). The Services enable you as a customer to do the following with respect to your Highrise customer information ("Highrise Information"): browse your Highrise Information as Google Contacts in any of the Google Apps services and synchronize the Highrise Information with your mobile phone or tablet.
2.ACCESS TO THE SERVICES
The Services, together with the www.piesync.com website and domain name and any other linked pages, features, content, or application services offered from time to time by PieSync (collectively, the "Website"), are owned and operated by PieSync. Subject to the terms and conditions of this Agreement, PieSync hereby grants you a non-exclusive license, with no right to sublicense, to copy and install certain PieSync code on a website you own, control or operate, for the sole purpose of using the Services in connection with such websites. PieSync may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or PieSync Content (as defined below). PieSync may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
PieSync reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
You represent and warrant to PieSync that: (i) you are are of legal age to form a binding contract, and you are at least 13 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the "PieSync Content,") are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any PieSync Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any PieSync Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
You may download or copy the PieSync Content (and other items displayed on the Website or Services for download) for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such PieSync Content. You shall not store any significant portion of any PieSync Content in any form. Copying or storing of any PieSync Content other than personal, noncommercial use is expressly prohibited without prior written permission from PieSync or from the copyright holder identified in such PieSync Content's copyright notice.
In the course of using the Services, you may provide information which may be used by PieSync in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to PieSync or in connection with the Services (collectively, "Your Content"), PieSync hereby is and shall be granted a nonexclusive, worldwide, royaltyfree, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with PieSync's provision of the Services. For clarity, the foregoing license grant to PieSync does not affect your ownership of or right to grant additional licenses to the material in Your Content.
If you provide any personally identifiable information, including personally identifiable information relating to your end user customers, to PieSync, you represent and warrant that (i) you will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information and (ii) you have made all required notifications and obtained all required consents and authorizations from your website visitors, client contacts and end user customers relating to the disclosure of personally identifiable information to a third party service provider like PieSync.
You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of PieSync, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. PieSync reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if PieSync is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
You acknowledge that all PieSync Content and Your Content (together, "Content") accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will PieSync be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not PieSync, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services.
You acknowledge that PieSync has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release PieSync from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. PieSync makes no representations concerning any content contained in or accessed through the Services, and PieSync will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. PieSync makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PIESYNC OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9.REGISTRATION AND SECURITY
As a condition to the nature of the Services, you give PieSync the right to connect to your Highrise and Google Apps account. At any time your are allowed to redeem this right, by changing the security information in any of these aforementioned services. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. PieSync reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.
You will indemnify and hold PieSync, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
11.LIMITATION OF LIABILITY
IN NO EVENT SHALL PIESYNC OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES DURING THE 6-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND PIESYNC'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
12.FEES AND PAYMENT
PieSync reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. PieSync reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.
13.THIRD PARTY WEBSITES
The Services may contain links to third party websites or services ("Third Party Websites") that are not owned or controlled by PieSync. When you access Third Party Websites, you do so at your own risk.
This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. PieSync may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. PieSync may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with PieSync's prior written consent. PieSync may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind PieSync in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
16.ARBITRATION, GOVERNING LAW
This Agreement and any claim, action, suit, proceeding or dispute arising out of or in connection with this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of Belgium. Venue for any actions arising under this Agreement shall vest exclusively in courts located in Belgium. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND PIESYNC ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
If you have any questions, complaints, or claims with respect to the Services, you may contact us at firstname.lastname@example.org.