Terms of Use

1. License.  The Company hereby grants to Users a limited, non-assignable, non-sublicensable, nonexclusive license to expire automatically at the end the subscription identified in the License Agreement, within the limitations set forth in these Terms of Use.  All rights not expressly granted in these Terms of Use are reserved.

2. Restrictions on Use.  Users shall not (i) take any action that imposes or may impose, in the Company’s sole discretion, an unreasonable or disproportionately large load on the Software’s infrastructure; (ii) interfere or attempt to interfere with the proper working of the Software or any activities conducted on the Software; (iii) bypass any measures the Software may use to prevent or restrict access to the Software, (iv) endeavor to reverse engineer or perform any analytical experiments on the Software, (v) endeavor to decompile, copy, use or access any files in an attempt to discover the functionality of the Software, or for any other reason adverse to the Company’s interests, (vi) enter any false or misleading data into the Software, (vii) delete or edit entries without written consent (of an Administrator, where User is an End User, or of an authorized representative of the Licensor or Sublicensor, as applicable, where User is an Administrator), which consent shall specify whether and where a record of the original entry shall be preserved and how the deletion or edit shall otherwise be logged, (viii) circumvent any technological measures or features of the Software that are intended to or effectively control access to the Software, or any other protected content or information included on the Software, or (ix) use any robot, spider, crawler, scraper or other automated means to access the Software for any purpose without the Company’s express prior written consent.

3. Changes to Terms of Use; Compliance With Other Terms.

a. The Company reserves the right, in its sole discretion, to modify, update, or otherwise revise these Terms of Use at any time.  Such revisions shall be effective immediately upon posting revised Terms of Use on the Software.  By using the Software after the Company has posted any modifications, updates or revisions, User agrees to be bound by such revised Terms of Use.  User may immediately terminate its use of or access to the Software if any modification, update, or other change to these Terms of Use is not acceptable.

b. User acknowledges and agrees that additional terms (including but not limited to maintenance service terms and government regulations) may simultaneously govern the tagging, tracking, logging, notation, digital file uploading and other activities supported by the Software as well as the integration of certain Linked Applications (as defined below). User agrees (i) to comply with, and be subject to, any and all such terms and (ii) that User is solely responsible for any liability that arises from or in relation to User’s breach of any such terms.

c. User acknowledges and agrees that these Terms of Use do not govern the rights and restrictions as between Users and the Licensor or Sublicensor sponsoring such User’s use and that terms set by Licensors or Sublicensors may simultaneously govern the User’s use of the Software.   User agrees (i) to comply with, and be subject to, any and all such terms and (ii) that User is solely responsible for any liability that arises from or in relation to User’s breach of any such terms.  The terms described in subsections (b) and (c) shall be referred to herein as “Other Terms”.

4. Intellectual Property Ownership.

a. User acknowledges and agrees that the trademarks of the Company (the “Company Marks”), the look and feel of the Software, and the Software, to the extent protectable, are proprietary, original works of authorship of the Company, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further acknowledges and agrees that all right, title and interest in and to the Company Marks, the Software, and the look and feel of the Software are and shall remain with the Company.  User agrees not to contest or infringe these rights, directly or indirectly, at any time.  Without the prior written consent of the Company, User may not use the Company Marks or modify the Software or look and feel of the Software.  Use of the Software for any purpose other than commercial use violates the copyrights, trademarks or other intellectual property rights of the Company and is prohibited.  Except as expressly provided under these Terms of Use, User may not use the Company Marks, or any other trademarks or copyrighted materials appearing on the Software, including without limitation any logos, without the express prior written consent of the owner of the intellectual property.

b. Except as otherwise set forth in the Privacy Policy, User hereby grants to the Company a non-exclusive, revocable, worldwide, royalty-free license to use, copy, publish, reproduce, prepare derivative works, share, distribute, and display any data disclosed to Company by a User (“User Inputs”), or any derivative works thereof.  Such license shall be deemed granted as of the moment of disclosure without the necessity of any further action on the part of either party.

c. Except as otherwise set forth in this Terms of Use, the Company makes no representations or warranties with respect to the reliability or performance of the Software, and will not be liable to anyone for losses, damages, liabilities, settlements, causes of actions, or other claims arising out of or due to the use of the Software.  User waives any such claims it may have against the Company for access to or the use of the Software.

d. User shall indemnify and hold harmless the Company, and its respective officers, directors, employees, shareholders, members, managers, and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney’s fees and costs, arising out of or connected with any claim that the User Inputs, data transmitted from Linked Applications or any portion of User Inputs or data transmitted from Linked Applications infringes the rights of any third-party.

e. Administrator shall indemnify and hold harmless the Company, and its respective officers, directors, employees, shareholders, members, managers, and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney’s fees and costs, arising out of or connected with any claim that the software configurations set by Administrator or any portion of configuration set by an Administrator infringes the rights of any third-party.

f. User agrees not to challenge the Company’s rights in and to the Software, or to take any action inconsistent with the provisions of this Section 4 of these Terms of Use.

g. User acknowledges and agrees that certain Administrators may have special access to the Software, including but not limited to the rights to access, use, create derivate works of, edit and delete any and all User Inputs provided by or made accessible by User.

h. Subject to any restrictions set forth in the Privacy Policy, User further acknowledges and agrees that Company may grant third-parties access to User’s User Inputs for support purposes or for other lawful purposes reasonably deemed appropriate by the Company.

5. Links to Other Applications.  The Software may be integrated with and link to other applications (“Linked Applications”).

a. Integrations of this Software with Linked Applications are provided for User’s convenience and, as such, User accesses the Linked Applications at its own risk.  User agrees and acknowledges that the Company is not responsible for, and does not endorse, the content of or anything that may be delivered to User or User’s computer as a result of accessing any Linked Applications, whether or not the Company is affiliated with the owners of such Linked Applications.  Without limiting the generality of the foregoing, the Company is not responsible and shall have no liability for any viruses or other illicit code that results from accessing a Linked Application.

b. User acknowledges and agrees that certain functionalities of the Software may depend on User’s ability to access the Linked Applications and that such functionalities may be unavailable should the licenses for the Software and Linked Application not be in good standing.

c. User acknowledges and agrees that information transmitted to the Software through the integration of the Linked Application may be deemed User Inputs to the extent a User input such information into the Linked Software. User further acknowledges and agrees that it has the right to provide Company with access to and a license to use, copy, publish, reproduce, prepare derivative works, share, distribute, and display any data transmitted from Linked Applications.

6. No Assignment.  User agrees that the license granted in these Terms of Use is specific to one License Agreement and may not be assigned or transferred to any person or enterprise. Except as set forth in a License Agreement, any attempt by a User to assign, transfer, or delegate any of User’s rights, duties, or obligations shall be void.

7. Interruptions to the Software; Software Updates.  User acknowledges that access to the Software may from time to time be unavailable to User, whether because of technical failures or interruptions, intentional downtime for service or changes to the Software, or otherwise and that such interruption or unavailability of access to the Software shall not constitute a default of any obligations of the Company under these Terms of Use.  User further acknowledges that Company may provide Software updates which may change the interface and functionality of the Software and that such updates shall not constitute a default of any obligations of the Company under these Terms of Use. The Company shall have no liability of any nature to User for any interruptions, unavailability, failure of access, change of interface or change of functionality.

8. Suspension of Access; Suspension of Content Collection.  The Company and certain Administrators which have been given authority by the Licensor or Sublicensor, as applicable, reserve the right to refuse the use of or access to the Software for any User for any reason in the Company’s or such Administrator’s discretion. The Company and certain Administrators may for any reason, in each of their sole discretion, with no obligation, remove or temporarily suspend a User’s submission of all or certain User Inputs or the transmission of all or certain data from a Linked Application that violate these Terms of Use or is otherwise deemed unacceptable to the Company or such Administrator.

9. Technical and Customer Support.  For Users that have access to maintenance and support via the applicable License Agreement, Company’s maintenance, technical and other support for the Software can be contacted via email at support@petitec.com or via petiteC Support Center available via petiteC. Users will receive a response to their ticket within two (2) business days.

10. Representations, Warranties, and Covenants.  User represents, warrants, and covenants the following:

a. User has all rights, title and interest, including all copyright rights and other intellectual property rights, in and to the User Inputs and integrated data it submits. User acknowledges and agrees that upon receipt of a notice of a claim of copyright infringement, the Company may immediately seek to remove the identified materials from the Software, and that upon Company request, Administrator shall take commercially reasonable steps to comply with all such removal requests.

b. User shall not use its account to breach the security or gain access to the account of any other User.

c. User shall not use the Software for any purpose that is prohibited by these Terms of Use, including without limitation the submission of any inaccurate data, or is otherwise in violation of (i) federal, state, or local laws and regulations or (ii) Other Terms.

d. By using the Software, these Terms of Use will be valid, binding and enforceable with respect to User in accordance with these terms. The performance of User’s obligations under these Terms of Use will not constitute a default, or an event which with the passage of time, the giving of notice, or both, would constitute a default, under any other agreement, including but not limited to the Other Terms, by which User is bound.

e. The provisions of the services provided under these Terms of Use and the fulfillment of User’s obligations as contemplated under these Terms of Use are proper and lawful.

f. User is not and shall not be under any disability, restriction or prohibition related to use of the Software and the performance of its obligations under these Terms of Use.

g. Where Licensor or Sublicensor has delegated such authority to an or any Administrator(s), such Administrator(s) is/are responsible for properly (i) setting User rights, , (ii) configuring the Software, (iii) removing User Inputs, data received from Linked Applications, or configuration settings that are in violation of Other Terms, as necessary and appropriate, (iv) confirming the accuracy and editing User Inputs and data received from Linked Applications, and (v) disseminating Company documentation  related to the Software (which shall be protected as proprietary and confidential).  Further, such Administrators represent and warrant that it shall take immediate action in response to all removal requests initiated by the Company upon discovery of a breach of these Terms of Use. In the absence of such authority, such responsibilities shall be governed by the License Agreement. Company disclaims any and all liability that arises from or relates to the responsibilities set forth in subsection (i)-(v) above.

11. Confidential Information.  Any information provided by the Company directly or indirectly to a User, including but not limited to information related to troubleshooting any issues that arise with the Software and any documentation provided in connection with the Software (“Confidential Information”) shall be maintained by User as confidential and used, exclusively, in connection with User’s use of the Software, as provided in these Terms of Use. User shall not disclose any Confidential Information to anyone, except as ordered by a court of competent jurisdiction or as otherwise required by law. User shall not disclose any Confidential Information pursuant to a court order or as required by law until User has given the Company ten (10) days prior written notice and an opportunity to oppose such disclosure. Notwithstanding the foregoing, User may disclose User Inputs originally submitted by User.

12. No Warranty.  EXCEPT AS OTHERWISE SET FORTH IN A LICENSE AGREEMENT, THE LICENSE GRANTED TO USER UNDER THESE TERMS OF USE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY NATURE. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Liability.

a. THE COMPANY’S ENTIRE AND CUMULATIVE LIABILITIES TO USER OR ANY OTHER PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SOFTWARE SHALL NOT EXCEED AN AMOUNT EQUAL TO $500.00.

b. WITHOUT LIMITING AND NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE COMPANY BE LIABLE TO USER OR ANY THIRD-PARTY, FOR ANY LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, GENERAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF FORESEEABLE OR IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR EXPENSE.

c. WITHOUT LIMITING THE FOREGOING, USER ACKNOWLEDGES AND AGREES THAT THE COMPANY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE SOFTWARE AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD-PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD-PARTIES CAN IMPAIR OR DISRUPT USER’S OR OTHER THIRD-PARTIES’ CONNECTIONS TO THE INTERNET, OR PORTIONS OF THE INTERNET. ALTHOUGH THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, THE COMPANY CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, THE COMPANY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

14. Injunction.  User agrees that a breach or violation of Sections 1, 2, 3(b)-(c), 4, 5(c), 6, 10, 11, 15(b) or 17 of these Terms of Use will result in immediate and irreparable injury and harm to the Company. In such event, the Company shall have, in addition to any and all remedies of law and other consequences under these Terms of Use, the right to an injunction, specific performance or other equitable relief to prevent the violation of the obligation under these Terms of Use; provided, however, that, this shall in no way limit any other remedies which the Company may have, including, without limitation, the right to seek monetary damages.

15. Termination.

a. The Company may at any time, and without notice, terminate User’s license upon the occurrence of any of the following events: (i) expiration or termination of the License Agreement; (ii) User’s, Licensor’s, Sublicensor’s or Administrator’s written request that such User’s license be terminated; or (iii) Company’s discovery of User’s breaches of these Terms of Use or Other Terms.

b. Upon termination or expiration of User’s license granted in these Terms of Use, User agrees to immediately destroy any printouts or copies of the Software in User’s possession or under User’s control, and all licenses granted, and all services provided to User under these Terms of Use shall terminate.

16. Indemnification.  In addition to obligations to indemnify under Section 4, User agrees to indemnify and hold harmless the Company and its officers, directors, employees, shareholders, personnel, members, and managers from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney’s fees and costs, arising out of or connected with User’s breach of these Terms of Use. The Company shall have the right to control its own defense and engage legal counsel acceptable to the Company.

17. Proprietary and Other Notices.  User agrees that it will not alter or remove any trademarks or copyright notices or other notices and disclaimers located or used on, or in connection with, the Software or any printouts of the Software allowed under these Terms of Use.

18. General.

a. Notices.  All notices, demands, or consents required or permitted under these Terms of Use shall be in writing and shall be delivered personally; sent by registered or certified mail, return receipt requested or by a reputable overnight courier service, to the appropriate party at any relevant addresses set forth in the applicable License Agreement; or sent by email to the email used to create a User account, for a User, or to support@petitec.com, if to the Company.

b. Governing Law; Submission to Jurisdiction.  These Terms of Use shall be governed by and construed in accordance with the laws of the state of Virginia. User acknowledges that by using the services provided under these Terms of Use, User has transacted business in the state of Virginia. By transacting business in the state of Virginia, User voluntarily submit and consent to, and waive any defense to the jurisdiction of courts located in Virginia, as to all matters relating to or arising from these Terms of Use.

c. Costs of Litigation.  If any action is brought by either party against the other party regarding the subject matter of these Terms of Use, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees, costs, and expenses of litigation.

d. Severability.  Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of these Terms of Use.

e. No Waiver.  The waiver by either party of, or the failure of either party to take action with respect to, any breach of any term, covenant or condition contained in these Terms of Use shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in these Terms of Use.

f. Entire Agreement. These Terms of Use (i) constitute the entire agreement between the Company and User concerning the Software, User Inputs, and all other subject matter of these Terms of Use; and (ii) supersede any contemporaneous or prior proposal, representation, agreement, or understanding between the parties.

g. No Third Party Beneficiaries.  These Terms of Use are for the sole and exclusive benefit of the Company and User and are not intended to benefit any third-party. No third-party may claim any right or benefit under or seek to enforce any of the terms and conditions of these Terms of Use.

h. Survival.  The provisions of Sections 3, 4, 5(c), 6, 10, 11, 12, 13, 14, 15(b), 16, 17, and 18 of these Terms of Use shall survive the termination of these Terms of Use.