END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement") is a legal contract regarding Your use of the Applications available in the SITEAPPS Platform, as defined below. All references to "us," "our" and "SITEAPPS" in this Agreement are intended to refer to Power Trio Corp. and its subsidiaries and affiliate entities.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY PART OF THE SITEAPPS PLATFORM. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU AGREE THAT YOU HAVE READ AND AGREE TO BECOME BOUND BY THE AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE YOUR SIGN-UP, YOU WILL NOT HAVE ANY RIGHT TO USE THE SITE OR SERVICES.
License of Applications
1 SITEAPPS owns and operates a Platform on the Internet ("SITEAPPS Platform") where You can deploy and use software products and content ("Applications"), which are available in the SITEAPPS Platform.
2 The Applications made available through the SITEAPPS Platform are licensed to You on a limited, non transferable and non-exclusive basis. There are two (2) categories of Applications, as follows: (i) those Applications that SITEAPPS has been developed, and are licensed to You directly by SITEAPPS (the "SITEAPPS Applications"); and (ii) those Applications that have been developed, and are licensed to You directly by a Third-Party Developer (the "Third-Party Applications"), with no interference of SITEAPPS, which are together defined as "Application(s)".
4 You acknowledge that the license You purchase to each SITEAPPS’ Application is a binding agreement between You and SITEAPPS and the license You purchase to each Third-Party Application is a binding agreement between You and the Third Party Developer. In the latter case, SITEAPPS is acting as intermediary for the Third Party Developer in providing each such Third-Party Application to You, and SITEAPPS is not a party to the license between You and the Third Party Developer with respect to that Third-Party Application. The Third Party Developer is solely responsible for that Third-Party Application, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that You or any other party may have relating to that Third-Party Application.
5 You acknowledge and agree that SITEAPPS is a third-party beneficiary of the End User License Agreement for each Third-Party Application. You also agree that, upon Your acceptance of the terms and conditions of the license to any such Third-Party Application, SITEAPPS will have the right (and will be deemed to have accepted the right) to enforce such license against You as a third-party beneficiary thereof.
6 You will be responsible for installing the Applications You choose from the SITEAPPS Platform, providing all complete information required by SITEAPPS and subject to the terms and conditions of this Agreement.
7 Applications cannot be replaced if lost for any reason. Once an Application is deployed, it is Your responsibility not to lose, destroy, or damage it, and SITEAPPS or the Third Party Developer shall not be liable to You if You do so.
8 The licensing of the Applications requires compatible devices, Internet access, and certain software (fees may apply), may require periodic updates, and may be affected by the performance of these factors. High-speed Internet access is strongly recommended. You agree that these requirements, which may change from time to time, are Your responsibility.
9 You acknowledge and agree that SITEAPPS shall have no liability in case of non-availability, access failure or malfunction of the SITEAPPS Platform, even permanently or temporarily.
10 You are allowed to register other users to manage and operate your websites using the Applications on your behalf ("Authorized-Users"), provided that the Authorized-Users comply with the terms and conditions of this Agreement and provided You are directly responsible for any acts and omissions related to the use of the websites and the Applications by the Authorized-Users, including payment obligations.
12 The license of each Application shall only be valid for the fully qualified domain name (FDQN) informed by You during your registration in the SITEAPPS Platform. In case You decide to use the Application in other fully qualified domain name (FDQN), You shall acquire a new license of the Applications for each website you have interest in using them.
13 Without prejudice to any other of obligations hereunder, You undertake not to:
● Sell, lease, loan, rent, transmit, license, sublicense, give, assign, transfer or otherwise dispose of all or any portion of the Applications. If You sell Your personal equipment where the Applications are installed to a third party, You must remove the Application from Your personal equipment before doing so;
● Decompile, disassemble, make reverse engineer, in whole or in part, or copy the source code of the Application;
● Modify, publish, update, expand, adapt or change the Applications or develop any derivative software or any other software program based on the Applications or on the Confidential Information;
● Violate the intellectual property rights or any other rights of any third party;
● Use the Applications for any commercial or non-commercial purposes other than to Your personal use or in a manner not authorized under this Agreement;
● Re-distribute, perform, display, or in any way exploit any of Applications in whole or in part;
● Remove, obscure or alter any copyright or proprietary notice from the Applications;
● Disclose, copy, divulge, make available, permit use of or allow access to the Applications by any third party; and
● Distribute or make the Applications available to third parties.
14 The restrictions contained in this Section apply worldwide and shall survive termination or expiration of this Agreement until the termination of this Agreement
Consent to Use of Data
15 You agree that We may collect and use technical data and related information—including but not limited to technical information about Your device, system and application 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 Application. We may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.
We may use the information that we receive from you to contact you via email and to send newsletters, promotions and relevant information regarding the SiteApps Platform, its Applications and/or Partners.
We may use the information that we collect from your website through the SiteApps platform, integrations (such as Google Analytics) and its Applications to create studies, market reports, marketing materials, and commercial offerings that may be sent to you directly or released to the general public. These Materials will always present/use aggregate data and will never identify you, your website or its users individually.
Support to the Applications
16 SITEAPPS (with respect to SITEAPPS Applications) and the Third-Party Developer (with respect to the Third-Party Application), hereinafter defined as "Licensor", will be solely responsible for support and maintenance of the Applications. The support of the Third-Party Application shall be provided by the Third-Party Developer in accordance with the procedure and contact information established in the description of each Application. SITEAPPS shall be responsible for the support of the SITEAPPS Applications and the SITEAPPS Platform.
Pricing and Payments
17 You shall be responsible for paying the price of the Applications as displayed in the SITEAPPS Platform and SITEAPPS shall be responsible for collecting the due amounts on its behalf or on behalf of the Third Party Developer, as the case may be.
18 The payments shall be made in accordance with SITEAPPS’ "Payment Policy" http://siteapps.com/site/terms/4 available in the SITEAPPS Platform.
20 The license of the Applications is not refundable, except as otherwise mandated by the applicable law.
Term and Termination
21 Your rights under this license will terminate automatically without notice if You fail to comply with any term(s) of this license. Upon termination of this Agreement, You shall cease all use of the Applications and destroy all copies, full or partial, of the Applications.
22 You acknowledge and agree that SITEAPPS may suspend or discontinue the access to the Applications at any time, including the availability of any feature, database, or content related to the Applications, at SITEAPPS’ sole discretion without previous notification.
23 You acknowledge and agree there will be no support and assistance to any user that acquires the license of Your Application upon any termination of the Agreement, including in case of suspension or discontinuation of the access to Your Applications. In such cases, the support services shall also automatically terminate.
24 The delivery of the Application does not transfer to You any commercial or promotional use rights in the Applications.
25 Except for the license rights granted in this Agreement, You retain no right, title or interest from SITEAPPS or from the Third Party Developer under this Agreement, as the case may be, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
26 You commit not to challenge SITEAPPS’ ownership of the SITEAPPS’ Application or Third Party Developers’ ownership of the Third Party Application, recognizing that they, as the case may be, are the sole and exclusive holder of all the Applications, their rights, as well as any changes and/or updates.
27 Nothing in this Agreement shall be construed as granting, or as an undertaking to subsequently grant to You any title or interest in or to any present or future patent, patent application, know-how, copyright, trademark, trade secret or other proprietary right or interest deriving from the Applications.
Modification of this Agreement
29 You agree that You are solely responsible for any Applications You deploy through the SITEAPPS Platform, for any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation and for the consequences of Your actions (including any loss or damage which SITEAPPS or any third party may suffer) by doing so.
30 You agree to defend, indemnify and hold harmless SITEAPPS (with respect to the SITEAPPS Applications) or the Third Party Developer (with respect to Third-Party Applications), and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Your use of the SITEAPPS Platform in violation of this Agreement, or any applicable laws or regulations, and (b) any third party claims arising out of or relating to the misuse of the Application or Your unauthorized use of the SITEAPPS Platform.
31 Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of Your use of the Applications may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law.
Limitation of Liability
32 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATIONS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION THAT THE FUNCTIONS CONTAINED IN WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SITEAPPS OR THIRD PARTY DEVELOPER OR THEIR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION..
33 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Licensor’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
34 These limitations also apply to any matter related to the Applications, services, content (including code) on third-party websites or third-party programs and
claims arising out from breach of this Agreement, breach of warranty or condition, strict liability, negligence or other tort to the extent permitted by applicable law.
35 All business and technical information, whether in written or oral form and including, but not limited to, technical know-how, specifications, strategies, policies, quality control standards, instructions and procedures, which the parties may disclose to the other, shall be received and retained by the Parties and their employees, agents and representatives, as strictly confidential and, except as otherwise expressly specified, may not be disclosed to any third party or to any person within its organization not having the need to know. The above shall not apply with respect to information which:
● Was already in the public domain at the time of receipt from the Parties, or which comes into the public domain without breach of an obligation assumed hereunder;
● Was already known by the Parties at the time of receipt from the other Party and was not acquired directly or indirectly from the Parties on a confidential basis;
● Becomes known to the parties on a non-confidential basis received through a third source whose acquisition and disclosure were entirely independent, not in breach of any obligation hereunder and not on a confidential basis;
● The disclosure of which is approved by one of the Parties in writing;
● A party is required by Law to disclose such Confidential Information; provided, however, that in an event specified the party that receives the Confidential Information shall provide the other party with prompt prior written notice of such required disclosure and only disclose that portion of the Confidential Information that such party is advised by counsel to be legally required.
36 Notwithstanding the foregoing, You acknowledge and agree that SITEAPPS may provide to the Third Party Developer all information about Your access to the SITEAPPS PLATFORM, including Your purchases through the SITEAPPS PLATFORM for the purposes of improvement of the Services.
37 You shall have to comply with an appropriate non-disclosure policy and will comply with all the applicable laws, in connection with the collection of information from visitors of Your website. You shall publish a non-disclosure policy, which shall contain a notice in connection with Your use of the SITEAPPS and the cookies, which collects anonymous traffic data and all other information useful for SITEAPPS. You shall inform the existence of a non-disclosure policy of SITEAPPS, specifying that the user may opt for not authorizing the use of its information and indicating the web address for the user to perform the OPT- OUT process. You shall also include in your website the following link so that users can execute OPT-OUT process: http://siteapps.com/web/optout
38 Except as explicitly stated otherwise, legal notices will be served to the email address You provide to SITEAPPS during the registration process. Notice will be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, the Parties may give legal notice by mail to a postal address. In such case, notice will be deemed given three days after the date of mailing.
39 Without limiting the foregoing, under no circumstances shall SITEAPPS be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
40 This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by SITEAPPS without restriction, provided that assignee is bound to the terms and conditions of this Agreement.
41 The Parties will at all times be independent contractors and will so represent themselves to all third parties. Nothing in this Agreement shall be construed to create a partnership, agency relationship, or joint venture between the Parties hereto. No Party has any authority under this Agreement to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, any other Party.
42 If any provision of this Agreement is deemed to be illegal or unenforceable by any court of competent jurisdiction, (a) such provision shall be deemed to be severable from the remainder of this Agreement, (b) the effect of such determination shall be limited to such provision to the extent reasonably practicable, and (c) the validity, legality and enforceability of such provision in any other jurisdiction shall not in any way be affected or impaired thereby.
43 The failure of any Party to insist upon strict performance of the provisions hereof shall not be construed as a waiver of future compliance and no waiver of the provisions hereof by such Party shall be deemed to have been made unless expressed in writing and signed by such Party. Any provision of this Agreement may be amended if, but only if, such amendment is in writing and signed by each Party hereto.
45 If any dispute arises between the parties concerning the construction, interpretation or application of any of the provisions of this Agreement, whether during the term or after the termination of this Agreement for whatever reason, such dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with such rules. The place of arbitration will be Miami, Florida and the language to be used in the arbitration proceedings will be English. Both the parties agree to be bound by the determination in such arbitration and to bear one-half of the cost of such arbitration. This clause shall not apply to the terms of this Agreement concerning restrictions against disclosure of confidential material or any matter in which injunctive relief is sought.
46 This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
Last update: 2013-08-19