These terms govern your use of our platform-as-a-service or other services (collectively, “Services”) and software that we include as part of the Services, including any applications, Content Files (defined below), scripts, instruction sets, and any related documentation (collectively “Software”). By using the Services or Software, you agree to these terms. If you have entered into another agreement with us concerning specific Services or Software, then the terms of that agreement controls where it conflicts with these terms.
You retain all rights and ownership in any code you have developed on top of the Services as well as content and business data such as contacts, transaction records, etc that you make available through the Services.
1.1 "End User" means an individual who interacts with the Services as a result of such party's relationship with or connection to you. If you are a Site Owner (as defined below), an End User is an individual who uses your website or software application that is hosted through the Services. If you are a Partner (as defined below), an End User means: (i) your Client (as defined below); and (ii) the individuals who use your Client's website or software application that is hosted through the Services.
1.2 "Information" means personally identifiable information. "End User Information" means personally identifiable information about an End User.
1.3 "Partner" is the term we use to refer to you if you are permitted by us to resell the Services to third parties. We refer to each such third party as your "Client."
1.4 "Site Owner" is the term we use to refer to you if you use the Services on your own behalf.
1.5 “Content” means any material such as audio files, video files, electronic documentation, or images that you upload or import into the Services in connection with your use of the Service.
2. HOW THIS AGREEMENT WORKS
2.1 Choice of Law. Your relationship is with Platform OS Incorporated (pOS), a United States company, and the Services and Software are governed by the laws of Delaware, U.S.A.
2.2 Eligibility. You may only use the Services if you are over 13 years old.
2.4 Application Usage Data. Information about how you use the Services is shared with pOS. This information associated with your pOS account allows us to provide you with a more personalized experience, and helps us improve product quality and features.
2.5 Availability. Pages describing the Services are accessible worldwide but this does not mean all Services or service features are available in your country, or that user-generated content available via the Services is legal in your country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the Services is legal where you use them. Services are not available in all languages.
2.7 Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content, if we discontinue a Service in its entirety, without a similar alternative provided within the software, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid directly to pOS.
2.9 Your Compliance With Applicable Law. You must comply with all applicable local, state, federal and international law and rules in regard to the use, and, if you are a Partner, the resale, of the Services. The applicable law may include those governing the collection, use, disclosure, and retention of personal information; the advertisement of products and services; the sending of commercial email messages, text messages, and other communications; and export and import. If you are a Partner, you are further responsible for your End User Clients' compliance with applicable law in connection with their use of the Services.
3. USE OF SERVICE
3.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.
3.2 Site Owner. If you are a Site Owner, then we grant you a non-exclusive, non-transferable, revocable right for the individuals identified at the time of purchase, and as updated from time to time, to access and use the Services for your own internal business purposes, subject to your compliance with these terms.
3.3 Partner. If you are a Partner, then we grant you a non-exclusive, non-transferable, revocable right to resell the Software that you build on the Service or purchase via the Marketplace, subject to your compliance with these terms.
3.4 Marketplace. As a Partner or Site Owner, when you purchase software “modules” that are made available through the pOS marketplace, you must authorize the software modules to be installed and to run on the target website or software application in order for such features to be activated. Upon authorization, the software modules will be installed and be made available to you. Best practices are used by pOS to review software made available through the Marketplace and to make best efforts that no virus or malicious code is included in 3rd party modules. No warranties are provided relating to 3rd party software modules, nor their on-going maintenance. This is the express responsibility of the 3rd party software provider/developer(s). Non payment of any one-time-fee or subscription levied for a module might result in cancellation of the module feature, and a reinstatement of the module might attract a reconnection fee.
3.5 Email Broadcasts and SMS Alerts. If a Service includes e-mail marketing broadcasts, such broadcasts will be undertaken at any time during the date specified for such broadcasts, and may take up to 24 hours to deliver starting from the commencement of such broadcasts. Further, we cannot guarantee the delivery of such broadcasts by third-party intermediaries. If a Service includes real-time email and SMS alerts, such alerts will be sent as soon as possible, however we cannot guarantee their delivery by third-party providers and aggregators or other intermediaries. pOS will not be held liable for issues outside of its immediate control, where 3rd party delivery systems are not performing as expected or where payment of such 3rd party services, where dependent on the Partner or Site Owner, is in arrears and affects its service provision.
3.6 Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two websites GetNetWise (www.getwise.org) and OnGuard Online (http:/ /onguardonline.gov). Please note that Company does not endorse any of the products or services listed at such site.
3.7 pOS Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not granted under these terms.
3.9 User-Generated Content. We may host user-generated content from our users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. If available, you may also click on the “Report” button to report the content to us.
3.10 Content Files. “Content Files” means pOS-provided sample files such as stock images or sounds. Unless the documentation or specific license associated with the Content Files state otherwise, you may use, display, modify, reproduce, and distribute any of the Content Files. However, you may not distribute the Content Files on a stand-alone basis (i.e. in circumstances in which the Content Files constitute the primary value of the product being distributed), and you must not claim any trademark rights in the Content Files or derivative works of the Content Files.
3.11 Commercial messages and Spam. You will not directly or indirectly use the Services, or permit the Services to be used, to deliver or facilitate unsolicited commercial email or SMS messages. Such uses will be in breach of this agreement and will be cause for immediate termination of Services to the site instance in question and may also result in a permanent ban from all Services in the future.
3.12 SLA. The Service Level Agreements for pOS Services, if applicable, are set forth at www.platformos.com/service-level-agreement
4. OTHER LICENSE TYPES
4.1 Not For Resale (NFR) Version. We may designate certain Software or Services as “trial”, “evaluation”, “not for resale”, or other similar designation (“NFR Version”). You may install and use the NFR Version only during the period and only for the purposes that we have stated when we provide the NFR Version. You must not use any materials you produce with the NFR Version for anything other than non-commercial purposes.
4.2 Pre-release Version. We may designate a feature of the Services, as a pre-release or beta version (“Pre-release Version”). Pre-release Version does not represent the final product and may contain bugs that may cause system or other failures and at worst data loss. We may choose not to commercially release the Pre-release Version. You must promptly cease using the Pre-release Version and destroy all copies of Pre-release Version if we request you to do so, or if we release a commercial version of the Pre-release Version. Any separate agreement we enter into with you governing the Pre-release Version will supersede the provisions on Pre-Release Version set out in this section.
5. PARTNER OBLIGATIONS
If you are a Partner, then you agree to the following additional obligations:
5.1 If we provide notice to you that a website or software application hosted through the Services on behalf of your Client may contain content that infringes upon the copyright of a third party, then you will work with your Client to, within 5 days of receipt of such notice, either: (a) remove the content from the website and provide us with written confirmation of such removal; or (b) provide us with a written counter-notification. We may remove the content if we do not receive the confirmation or counter-notification within the 5-day period.
5.2 You are responsible for your Clients' compliance with applicable laws in connection with their use of the Services.
5.3 The collecting or storing of payment card information is strictly prohibited. pOS will provide access to 3rd party PCI compliant payment gateways with access to certain transaction details (such as the payment process token) via an encrypted API. These transactional tokens may be stored within pOS for reconciliation to the relevant payment gateway provider. Breach of this clause, where credit card details have been found to be stored within the pOS service, will be cause for termination of the site instance.
5.4 You will obtain any authorizations from End Users necessary for us to provide the Services and to access and process End User Information.
5.5 Your Client is required to agree to this Agreement. Any adjustment to this Agreement requires approval by pOS. pOS reserves the right to access, use, remove, or delete content as set forth in such an adjusted Agreement. In any such agreement, you do not have to identify pOS by name; you may refer to pOS as your “service provider” or similar.
5.6 You may promote the Services. However, we are not obligated to provide you with a non-exclusive license to use rebrandable material to support such marketing efforts.
6. YOUR CONTENT
6.1 Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
6.2 Licenses to Your Content in Order to Operate the Services. We require certain licenses from you to your content to operate and enable the Services. When you upload content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating or improving the Services.
6.3 Our Access. We will only access, view, or listen to your content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce these terms. Our automated systems may analyze your content using techniques such as machine learning. This analysis might occur as the content is sent, received, or when it is stored. From this analysis, we are able to improve the Services.
6.4 Sharing Your Content.
(a) Sharing. Some Services may provide features that allow you to Share your content with other users or to make it public. “Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in many ways. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.
(b) Level of Access. We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It’s your responsibility to let other users know how your content may be shared and adjust the setting related to accessing or sharing of your content.
(c) Comments. The Services may allow you to comment on content. Comments are not anonymous, and may be viewed by other users. Your comments may be deleted by you, other users, or us.
6.5 Termination of License. You may revoke the license to your content (as granted under 6.2) and terminate our rights at any time by removing your content from the Service. However, some copies of your content may be retained as part of our routine backups.
6.6 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
6.7 Selling Your Content. We may allow you to license your content to other users through our Services. If available, you may choose to license your content through us under a separate agreement or directly to other users under an agreement between you and the buyer.
6.8 Security of Your Data. pOS shall use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data. pOS shall not: (a) modify or access Your Data except as necessary to provide the Services, prevent or resolve service or technical problems, or at Your request in connection with Your-support matters; or (b) disclose Your Data except as compelled by Law or other legal proceedings in accordance with Section 6.11, or as expressly permitted in writing by You.
6.9 Security of Passwords. You are solely responsible for all activities that occur in Your account or Your User’s account(s) and for the security of Your passwords and Your User’s passwords. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, pOS HAS NO LIABILITY OF ANY KIND (WHETHER BY CONTRACT, TORT OR OTHERWISE) FOR ANY UNAUTHORIZED ACCESS TO YOU OR YOUR USERS’ ACCOUNT AS A RESULT OF YOU OR YOUR USERS ACTIONS OR INACTIONS.
6.10 Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or the Receiving Party knows or should know, given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party, is confidential information of the Disclosing Party. Confidential Information includes, but is not limited to, the terms of this Agreement as well as components of the business plans, inventions, product plans, design plans, financial plans, computer programs, know-how, Your information, strategies, marketing plans, technology and technical information, business processes and other similar information. Without limiting the foregoing, pOS’s Confidential Information includes the Services and the Documentation. Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by You to pOS with respect to pOS or the Services (collectively, ”Feedback”) will constitute pOS’s Confidential Information. Further, pOS will be free to use, disclose, reproduce, license and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
6.11 Compelled Disclosure. Notwithstanding Section 6.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information if it is compelled to do so by Law or in connection with other legal proceedings involving the Disclosing Party, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) so as to permit the Disclosing Party a reasonable opportunity to prevent such disclosure. If the Receiving Party is compelled by Law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. In the event pOS is obligated to respond to a third party subpoena or other compulsory legal order or process with respect to any of Your Data, You will promptly reimburse pOS for all reasonable attorneys' fees, as well as employees' time and materials, at pOS's then-current hourly rates, incurred in connection with such response.
7. ACCOUNT INFORMATION
7.1 You are responsible for all activity that occurs via your pOS account. Please notify Customer Support immediately if you become aware of any unauthorized use of your account. You may not (a) Share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.
8. USER CONDUCT
8.1 Responsible Use. The pOS communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services responsibly.
8.2 Misuse. You must not misuse the Services, Software, or content that we provide to you as part of the Services. For example, you must not:
(a) copy, modify, host, stream, sublicense, or resell the Services, Software, or content;
(b) enable or allow others to use the Service, Software, or content using your account information;
(c) use the content or Software included in the Services to construct any kind of database;
(d) access or attempt to access the Services by any means other than the interface we provided or authorized;
(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
(f) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);
(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i) attempt to disable, impair, or destroy the Services, software, or hardware;
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),
(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
(l) place advertisement of any products or services in the Services except with our prior written approval;
(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or
(n) violate applicable law.
9. FEES AND PAYMENT
9.1 Use of the Services is subject to your payment of fees, which may vary according to the plan you have chosen and the level usage over the inclusions to that plan. We are not liable for your inability to collect payments from your Clients. We will collect the fees for the Services at the time of purchase. Your subscription plan will renew automatically until you cancel. You may cancel your subscription before the end of your subscription period, and if you do, your access to the Services will terminate immediately and you will not receive a refund or credit for any unused portion of such subscription. We reserve the right to change fees and pricing at the end of your subscription period.
9.2 lf you believe your invoice is incorrect, you must contact us in writing within 60 days of the applicable invoice date to be eligible to receive an adjustment or credit at our discretion.
9.3 Certain Services may have limitations, which we may change from time to time at our discretion. We may charge you excess fees (termed “overages”) if you exceed such limitations. The Service limitations may involve but are not limited to: (a) the number of database objects used (which might include Contacts, Products, Invoices, Transactables, Customisations, etc); (b) the amount of disk storage space, CPU load, and API calls available to you; (c) the amount of incoming traffic to your or your Client's website or software application; (d) the number of system notification e-mail alerts and number of email marketing broadcasts you may undertake per month on behalf of yourself or a Client; and (e) the number of SMS messages available to you or a Client. Our failure to notify you of excess usage shall not affect your responsibility to pay for it.
10. DELINQUENT ACCOUNTS
10.1 We reserve the right to disable any web sites or other service features maintained in connection with the Services if any applicable fees are 30 days past due. Past due fees are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is the higher, plus all collection expenses. We may charge any applicable fees (including past due fees) to your payment card used for the Services.
10.2 We may impose a reconnection fee if your use of the Services is terminated or suspended and you later request reconnection. We have no obligation to retain your content and that both content and End User Information may be irretrievably deleted if any applicable fees are ninety (90) days or more past due.
10.3 If you are receiving free use of the Services, then we may suspend or terminate your use at any time and we may delete your content and End User Information associated with such use with seven (7) days notice.
11. TAXES AND THIRD-PARTY FEES
11.1 You must pay any applicable taxes, and any applicable third-party fees (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from the pOS entity that you are transacting with your payments may be required to be made to a foreign entity.
11.2Costs arising due to third-party services, such as Google Map API's, Payment Gateways, and those services that have free tiers up to a certain usage, are the financial responsibility of the customer and or channel partner
12. CREDIT CARD INFORMATION
12.1 If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
13. WARRANTY AND INDEMNIFICATION OBLIGATIONS
13.1 Warranty. By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use and Share your content and (b) the rights necessary to grant the licenses in these terms.
13.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or Software, or your violation of these terms.
14. DISCLAIMERS OF WARRANTIES
14.1 Unless stated in the Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties expressed or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or that (d) any errors or defects in the Services or Software will be corrected.
14.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Software.
15. LIMITATION OF LIABILITY
15.1 Unless stated in the Terms, we are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Services or Software. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.
15.2 Our total liability in any matter arising out of or related to these terms is limited to US $100 or the aggregate amount that you paid for access to the Service and Software during the three- month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
15.3 The limitations and exclusions in this Section 15 apply to the maximum extent permitted by law.
16.1 Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
16.2 Termination by Us. If we terminate these terms for reasons other than for cause as outlined in this agreement, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. Unless stated in Terms, we may, at any time, terminate your right to use and access the Services or Software if:
(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
(b) you fail to make timely payment of fees for the Software or the Services, if any;
(c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
(d) we elect to discontinue the Services or Software, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
(e) there has been an extended period of inactivity, at least 6 months, in your account.
(f) Distributed Denial of Service (DDOS) attacks that target your site or instance on a repeated basis, causing disruption or failure of the Services, may be grounds for Termination of your site instance. pOS will first attempt to enhance existing DDOS countermeasures to mitigate DDOS against your site instance, failing such remedies, pOS may disable your site instance.
16.3 Force Majeure. pOS shall not be held liable for any failure or delay in performing its obligations under this Agreement if and to the extent that such failure or delay is caused by a Force Majeure event. An example of this would be an earthquake affecting server hosting resources or major outage of the ordinary flooding within a pOS data-center.
17.1 Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liability, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.
18.1 Screening. We do not review all content uploaded to the Services, but we may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted outside of the adult wall).
18.2 Disclosure. We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
19. EXPORT CONTROL LAWS
19.1 The Software, Services, content, and your use of the Software, Services, and content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Software, Services, and content. You agree to comply with all the laws, restrictions, and regulations.
20. DISPUTE RESOLUTION
20.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or pOS must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.
20.2 Rules. If you reside in the Americas, JAMS (https://www.jamsadr.com/) will administrate the arbitration in Wilmington, Delaware pursuant to its Comprehensive Arbitration Rules and Procedures. If you reside in Australia, New Zealand, Japan, mainland China, Hong Kong S.A.R., Macau S.A.R., Taiwan, South Korea, India, Sri Lanka, Bangladesh, Nepal, or a member state of the Association of Southeast Asian Nations (ASEAN), then the Australian Disputes Centre (ADC) will administer the arbitration in Sydney Australia under its Rules of Arbitration, which rules are deemed to be incorporated by reference in this section. Otherwise, the London Court of International Arbitration (LCIA) will administer the arbitration in London under the LCIA Arbitration Rules. There will be one arbitrator that you and pOS both select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
20.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
20.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.5 Code In Escrow. pOS will provide the activation of an escrow code release only to be triggered in the unlikely event of pOS bankruptcy. If this clause 20.5 is enacted, pOS shall provide access, setup and configuration of it’s core services to the Site Owner and/or Partner, at their cost. For example, pOS will be paid for time and materials to transfer and setup a working environment of the core pOS API’s and AWS Server environment, within a compatible hosting account of the Client, this will include a clone of the most current production version of pOS gitHub repository, and associated deployment processes, DB scripts & other artifacts and encryption keys. Aside from company bankruptcy, under no other circumstances will the Site Owner and/or Partner have access to or rights to the core pOS code base or GitHub Repository or deployment recipes.
21.1 We may modify these Terms that apply to a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. You should look at the terms regularly. We will post notice of modifications to these terms on this page. We will post notice of modified Terms in the applicable Service or Software. By continuing to use or access the Services or Software after the revisions come into effect, you agree to be bound by the revised terms.
22.1 English Version. The English version of these Terms will be the version used when interpreting or construing these terms.
22.2 Notice to pOS. You may send notices to us at the following email address: email@example.com Subject: Legal Notice Attention: General Counsel.
22.3 Notice to You. We may notify you by email, postings within the Services, or other legally acceptable means.
22.4 Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services and Software and supersedes any prior agreements between you and us relating to the Services.
22.5 Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.
22.6 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
22.7 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
22.8 DMCA. We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). You can learn more about pOS's IP Takedown policies and practices here: platformos.com/legal/dmca.
22.9 Miscellaneous. This Agreement does not, and shall not be construed to create any partnership (notwithstanding the use of the term "Partner" in theseTerms), joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. We will not be responsible for failure to fulfill any obligations due to causes beyond its control.