360pi Corporation

User License Agreement

ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT (THE “SOFTWARE”) IS LICENSED TO YOU BY 360PI CORPORATION (“360PI”), NOT SOLD. THE SOFTWARE AND ANY RELATED SERVICES PROVIDED BY 360PI IN CONNECTION WITH THE SOFTWARE (THE “SERVICES”) ARE PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. BEFORE USING THIS SOFTWARE AND THE SERVICES, PLEASE CAREFULLY READ THIS ENTIRE AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE. IF YOU USE THE SOFTWARE OR ACCESS THE SERVICES, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS WHICH FORM A LEGAL AGREEMENT BETWEEN YOU (“YOU’) AND 360PI AND ITS SUCCESSORS AND ASSIGNS. THE SOFTWARE IS ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

TERMS AND CONDITIONS

  1. LICENSE GRANT AND RESTRICTIONS.
    1. Services and Software. Subject to the terms and conditions of this Agreement, 360pi grants to you a non-exclusive, non-transferable license: (i) to install the Software and use the Services internally for your personal use (if you are an individual subscriber) or for your company’s internal business use (if you are subscribing on behalf of a corporate entity or in your capacity as an employee of a business); (ii) if you are a system administrator to copy and make available the Software to your Company’s employees for your Company’s use of the Services benefit, provided that any such copies include any trademarks, copyright or other intellectual property notices contained in the Software or any component of the Software;
    2. Restrictions. Except as expressly provided in this Agreement, and except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, you may not and shall not permit any person or entity to:
      1. copy the Software or any component of the Software;
      2. alter, translate, adapt, modify, reverse engineer, decompile or disassemble the Software or any component of the Software;
      3. decrypt, extract or otherwise attempt to discover any source code, trade secrets or confidential information contained in the Software or any component of the Software; or
      4. transfer, resell, sublicense, rent, lease, or lend the Software, in whole or in part or use the Software for any timesharing, outsourcing, rental or third party service bureau purposes, commercial or otherwise.

You acquire absolutely no rights or licenses to the Services or the Software other than the limited right to use the Services and the Software in accordance with the terms and conditions of this Agreement. All other use is strictly prohibited.

  1. PREMIUM CONTENT SERVICE PLANS. In the event that 360pi offers Premium Content (as may be defined on the 360pi website), you may subscribe to such content in accordance with the conditions outlined for such plan. Separate terms and conditions of use provided by 360pi may apply to Premium Content.
  2. CONFORMANCE WITH LAW. You agree to use the Services and the Software for lawful purposes only and in a manner consistent with all applicable local, provincial, state, national or international laws, rules and regulations.
  3. CONFIDENTIALITY. The Software embodies confidential information and valuable trade secrets of 360pi and its licensors. You agree to maintain the confidentiality of all confidential and proprietary information of 360pi and its business, including the Software, and not to release, disclose or divulge any such or proprietary confidential information. You will take all reasonable steps to ensure that confidential or proprietary information of 360pi and its business is not disclosed or distributed in violation of the terms of this Agreement.
  4. PRIVACY & SECURITY. The information provided to us to create 360pi accounts, as well as certain other information, is subject to 360pi's Privacy Policy (www.360pi.com/privacy). In addition, please be aware that because of the insecure nature of the Internet, privacy in communications cannot be guaranteed. While reasonable commercial efforts to include security features in the Service to protect the identities and the information transmitted using the Service have been taken by 360pi, the associated risks must be considered before transmitting confidential, personal or other information with the Service. 360pi may at times send emails to one or more email addresses provided by you or Users to 360pi as a part of creating a 360pi account or other associated 360pi Services. All email communications from 360pi will include an opt-out link that, when clicked, will discontinue future emails of that nature, with the exception of 360pi service announcements and notifications relating to this EULA and our Privacy Policy, which are a required element for all Users.
  5. COPYRIGHT AND TRADEMARKS. The Services and the Software are proprietary to 360pi and its licensors. The Software is protected by copyright and other intellectual property laws. All right, title and interest, including all copyright and other intellectual property rights, in and to the Services, the Software, and any copies of the Software are owned by 360pi or its licensors. All rights not expressly granted in this Agreement are reserved to 360pi. Nothing in this Agreement shall be construed as a license to use any trademark, trade-name, design mark, logo, emblem or other distinctive mark, whether registered or not, of 360pi, its licensors or other third parties (collectively, the "Marks") and you acknowledge that you acquire no right, title or interest in or to any of the Marks and you shall not in any manner represent that you have any ownership interest in the Marks or dispute or contest for any reason whatsoever, directly or indirectly, the validity of the ownership of the Marks, nor directly or indirectly attempt to dilute the value of the goodwill attached to the Marks, nor counsel anyone to do any of the foregoing during or after the termination of this Agreement. You will not remove or change any trademark, copyright or other intellectual property notices contained in the Software or any component of the Software.
  6. DISCLAIMER AND LIMITATION OF LIABILITY.
    1. NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, AND 360PI, ITS LICENSORS AND PARTNERS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY OR THAT THE SERVICES AND THE SOFTWARE ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES, ARE ACCURATE, OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED OR THAT THE SERVICES AND THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 360PI IS NOT RESPONSIBLE FOR ANY ERRORS IN THE CONTENT DELIVERED USING THE SOFTWARE OR THE SERVICES. THE USE OR PERFORMANCE OF THE SERVICES OR THE SOFTWARE IS AT YOUR OWN RISK AND AT THE RISK OF ANY USERS.
    2. LIMITATION OF LIABILITY. 360PI AND ITS LICENSORS WILL HAVE NO LIABILITY EITHER TO YOU OR ANY USER FOR DAMAGES, COSTS OR OTHER CLAIMS RELATING TO THE SERVICES AND THE SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 360PI OR ITS LICENSORS BE LIABLE FOR:
      1. ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR
      2. DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT, THE USE OF THE SERVICES OR THE SOFTWARE, THE ABILITY OR INABILITY OF THE SERVICES OR THE SOFTWARE TO ACCESS OR BE USED TOGETHER OR WITH ANY OTHER SOFTWARE OR ANY ELECTRONIC DEVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, INCLUDING SUPPORT SERVICES FOR THE SOFTWARE, EVEN IF 360PI, AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF 360PI AND ITS LICENSORS ARISING IN ANY MANNER UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID FOR THE SERVICES BY THE INDIVIDUAL USER TO 360PI IN THE PREVIOUS TWELVE MONTHS. SOME JURISDICTIONS DO NOT ALLOW OR PLACE LIMITATIONS UPON THE EXCLUSION OR LIMITATION OF LIABILITY AND, ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    3. SCOPE OF LIMITATION AND DISCLAIMER. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS, STRICT LIABILITY, BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM, PRODUCT LIABILITY OR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADE-MARK OR OTHER INTELLECTUAL PROPERTY RIGHT.
  7. TERM AND TERMINATION. This Agreement continues in full force and effect until terminated, as provided below, and is effective from the earlier of the date you: (i) click to indicate that you accept these terms; and (ii) use the Services or install, copy or use the Software. This Agreement will terminate immediately if you fail to comply with any term or condition of this Agreement. In addition, at any time in its sole discretion, 360pi shall have the right to terminate any service plan that it then currently offers, or any User’s access to content under any of such plans. Termination of this Agreement will not prevent 360pi from pursuing any other remedies available to it, including injunctive relief. Upon termination you agree to destroy all copies of the Software and related documentation.
  8. EXPORT RESTRICTIONS. In additions to the restrictions set out in Section 1(b) of this agreement, you agree that you will not, directly or indirectly, export or transmit or permit the export or transmission of the Software or related documentation and technical data to any country to which such export or transmission is restricted by any applicable law or regulation. You agree to indemnify, defend and hold harmless 360pi, its officers, directors and employees, from and against any losses, damages and expenses (including lawyers' fees) arising out of or relating to any claims that you or your Users have, directly or indirectly, exported or transmitted the Software in violation of any applicable export restrictions.
  9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19. Manufacturer is 360pi Corporation.
  10. MISCELLANEOUS. This Agreement and the 360pi Privacy Policy and any other documentation provided by 360pi which is stated to govern your use of the Services and/or Software, constitutes the entire Agreement between 360pi and you. Provisions of this Agreement that by their nature continue after termination, including sections 4, 5, 6 and 7, will survive termination of this Agreement. The invalidity or unenforceability of any provision of this Agreement or any covenant contained in this Agreement will not affect the validity or enforceability of any other provision or covenant contained in this Agreement and any such invalid or unenforceable provision or covenant will be deemed to be severable. This Agreement will be governed by, and construed in accordance with, the laws of Province of Ontario and the laws of Canada applicable in the Province of Ontario and the parties irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. You agree that this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You may not assign this agreement or otherwise transfer the benefit of this agreement or a right or remedy under it, without the prior written consent of 360pi.
Last Updated: March 10, 2016