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Terms of Service
PerCina Report Acceptable Use Policy
Last Modified: April 1, 2022
This PerCina Report Acceptable Use Policy ("AUP") applies to the use of any product, service, or website provided by us (PerCina), whether we provide it directly or use another party to provide it to you (each, a "PerCina Service"). This AUP is designed to ensure compliance with the laws and regulations that apply to the PerCina Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. These terms are so important that we cannot provide the PerCina Service unless you agree to them. By using the PerCina Service, you are agreeing to these terms.
If you are using any PerCina Service, this AUP applies to you. Every client of ours agrees to abide by this AUP and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate this AUP. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate. We may also suspend or terminate your use of any PerCina Subscription Service pursuant to our Customer Terms of Service for violations of this AUP.
We periodically update these terms and we will let you know when we do through our website, app, or portal used to access your PerCina subscription (if you have one), or by posting a revised copy on our website. You agree to review the AUP on a regular basis and always remain in compliance.
- Reporting Suspected Violations
We encourage the reporting of suspected violations of this AUP to us by contacting us at firstname.lastname@example.org. We have a policy to investigate all of these reports and to respond in the way we consider appropriate. If you know of or suspect a violation of this AUP, you will promptly notify us in writing of the known or suspected violation of this AUP.
You may not use PerCina’s network or Subscription Service to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:
- Any activity or conduct that is likely to be in breach of any applicable laws, codes or regulations, including data protection and privacy laws and laws relating to unsolicited commercial electronic messages;
- Use of an internet account or computer without the owner’s authorization;
- Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
- Monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
- Introducing intentionally, knowingly or recklessly, any virus or other contaminating code into the Subscription Service;
- Collecting or using information, including email addresses, screen names or other identifiers, by deceit, (such as, phishing, Internet scamming, password robbery, spidering, and harvesting);
- Use of any false, misleading, or deceptive header information in an email or a newsgroup posting (Spoofing);
- Distributing software that covertly gathers or transmits information about a user (Spyware);
- Distributing advertisement delivery software unless: (i) the user affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (ii) the software is easily removable by use of standard tools for such purpose included on major operating systems (such as Microsoft’s “add/remove” tool);
- Any conduct that is likely to result in retaliation against the PerCina network or website, or PerCina’s employees, officers or other agents, including engaging in behavior that results in any server being the target of a denial of service attack (DoS);
- Any activity intended to withhold or cloak identity or contact information, including the omission, deletion, forgery or misreporting of any transmission or identification information, such as return mailing and IP addresses;
- Interference with service to any user of the PerCina or other network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
- Any action which directly or indirectly results in any of our IP space being listed on any abuse database (e.g., Spamhaus);
- Conducting any gambling activity in violation of any required licenses, codes of practice, or necessary technical standards required under the laws or regulations of any jurisdiction in which your site is hosted or accessed; or
- Any action that is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to PerCina.
- Offensive Content
You may not publish, transmit or store on or via the Subscription Service any content or links to any content that PerCina reasonably believes:
- Constitutes, depicts, fosters, promotes or relates in any manner to pornography, bestiality, non-consensual sex acts, or otherwise unlawfully exploits minors or persons of any age;
- Publish, transmit or store any content or links to any content that is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates a risk to a person’s safety or health, or public safety or health, compromises national security or interferes with an investigation by law enforcement;
- Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
- Is defamatory or violates a person’s privacy; or
- Is otherwise malicious, fraudulent, morally repugnant.
No High Risk Use
You may not use the Subscription Service in any situation where failure or fault of the Subscription Service could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the Subscription Service in connection with aircraft or other modes of human mass transportation or nuclear or chemical facilities.
To the extent that you use a PerCina Service that provides email messaging services, you must comply with the laws and regulations applicable to bulk or commercial email in your jurisdiction. In addition, your bulk or commercial email must meet the following requirements:
- You must have the means to track anonymous complaints; and
- You must not obscure the source of your e-mail in any manner.
- You must not attempt to obscure, hide, or remove any unsubscribe emails provided by the service.
- When sending through the PerCina Service, you must use the unsubscribe link provided by the service and will not attempt to provide any other unsubscribe links, including false unsubscribe links.
- You must post an email address for complaints (such as email@example.com) in a conspicuous place on any website associated with the email, and you must promptly respond to messages sent to that address;
- Your imported Contacts have given their consent to receive e-mail via some affirmative means, such as an opt-in procedure, and you can produce the evidence of such consent within 72 hours of receipt of a request by the recipient or PerCina;
- You must use reasonable means to ensure that the person giving consent is the owner of the e-mail address for which the consent is given;
- You must include the recipient’s e-mail address in the body of the message or in the “TO” line of the e-mail.
- You must honor revocations of consent and notify recipients of the same; These policies apply to messages sent using the Subscription Service, or, if applicable, to messages sent from any network by you or any person on your behalf that directly or indirectly refer the recipient to a site hosted via the Subscription Service. In addition, you may not use a third party e-mail service that does not practice similar procedures for all its customers. These requirements apply to distribution lists created by third parties to the same extent as if you created the list.
You may not attempt to probe, scan, penetrate or test the vulnerability of a PerCina system or network, or to breach the PerCina security or authentication measures, whether by passive or intrusive techniques.
Without limiting the application of any other provisions of this AUP, with respect to any of the Subscription Service’ email validation features or functionality, you may not:
- Use the Subscription Service to verify the email address(es) of any person who has not affirmatively consented (i.e., opted-in) to, or who has not expressly opted-out from, receiving email communications from you;
- Use the Subscription Service to validate email addresses that were purchased, rented or similarly obtained from a third party (i.e., third-party email lists); or
- Use the Subscription Service to harvest email addresses or otherwise determine the existence of unknown email addresses.
You may not use any misleading or false names, addresses, email address, or subject line
Email sent, or caused to be sent to or through the PerCina Service may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names or email addresses; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party's internet domain name without their consent, or be relayed from or through a third party's equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.
You may not email purchased lists.
You are prohibited from using the PerCina Service to email: (a) purchased, rented, or borrowed lists, and (b) lists that are likely to result in an excessive number of unsubscribe requests or Spam complaints or notices, as determined by acceptable industry practices.
Email Opt-out Requirements
To the extent that you use a PerCina Service that provides email messaging services, You warrant that each email you send or is sent for you using the PerCina Service will contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests.
You agree not to use the PerCina Service in a way that impacts the normal operation, privacy, integrity or security of another's property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the PerCina Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so. Examples of prohibited actions include (without limitation): hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program. You also agree not to use the PerCina Service in a way that causes or may cause any PerCina IP addresses, PerCina domains, or PerCina customer domains to be blacklisted. These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.
Proper Usage of the PerCina Service
You will respect the limits that apply to your use the PerCina Service as specified in the Product and Subscription Service Catalog available at https://www.percinareport.com. We may update or change these limits by updating https://www.percinareport.com so we encourage you to review this page periodically.
In addition, and without limiting the other requirements in this AUP, you may not (directly or indirectly) use the PerCina Service with content, or in a manner that:
- is threatening, abusive, harassing, stalking, or defamatory;
- is deceptive, false, misleading or fraudulent;
- is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
- contains vulgar, obscene, indecent or unlawful material;
- infringes a third party's intellectual property right(s);
- publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
- uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer;
- downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
- falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
- restricts or inhibits any other user of the PerCina Service from using and enjoying our website and/or the PerCina Service;
- harvests or otherwise collects information about others, including e-mail addresses, without their consent;
- violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
- is legally actionable between private parties;
- is not a good faith use of the service;
- is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not- Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.; originally codified at § 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society Subscription Service, in particular, electronic commerce in the Internal Market ('Directive on Electronic Commerce'), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector ('Directive on Privacy and Electronic Communications'), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient's country of residence;
- encourages, promotes, facilitates or instructs others to engage in illegal activity;
- promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, and/ or citizenship.
You will use the PerCina Service for your internal business purposes and will not: (i) willfully tamper with the security of the PerCina Service or tamper with our customer accounts; (ii) access data on the PerCina Service not intended for you; (iii) log into a server or account on the PerCina Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any PerCina Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the PerCina Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the PerCina Service or make the PerCina Service available to a third party other than as contemplated in your subscription to the PerCina Service; (vii) use the PerCina Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the PerCina Service without our prior written consent.
PerCina Trademark Use
Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the PerCina Service, or any identifier or tag generated by the PerCina Service, including without limitation: (a) as a hypertext link or screenshot to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.
We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP. We further reserve all other rights.
We may update and change any part or all of this AUP. If we update or change this AUP, the updated AUP will be posted at Acceptable Use Policy – see www.percinareport.com If you have a PerCina subscription, we will let you know through our website, app, or in the PerCina portal used to access your PerCina subscription. If you do not have a PerCina subscription, we will let you know by posting the revised copy on our website. When we change this AUP, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this AUP periodically.
Please note that unless expressly otherwise stated in this Policy, we do not sell or otherwise exchange for value your Personal Information.
Collection and Use of Your Personal Information
We collect Personal Information, such as the following, from you when you:
- Register an account. In order to use certain features of our Services, you may be required to register an account. When you create an account with us, we collect your identifiers, such as your name and email address. We may also collect your professional or employment information like the name and type of the company you represent, job title, professional credentials, department, and your contact information at the company. We collect this information so that we may create and manage your online user account and contact you if needed. We also collect this information so that we may populate the Services.
- Register for a demo or a webinar. When you register for a demo or a webinar to learn more about our Services, we collect your identifiers, such as your name, email, and phone number. We will also collect your professional or employment information like the name of the company you represent, your job title, department, and your contact information. We collect this information so that we can contact you and keep an internal record of attendees and those interested in our Services.
- Participate in a survey. When you participate in one of our surveys, we collect your identifiers such as your name, email address, and account name. We also process your commercial information such as your past subscriptions to our Services and inferences about these categories of information, so that we can facilitate our survey and send you surveys that are most appropriate.
- Contact Us. When you contact us by phone or email or through our Site, we collect your identifiers, such as your name, phone number, and email address, and any other information you would like to share with us. If available, we also collect your internet activity information, like your IP address. We collect this information so that we can communicate with you concerning your questions and comments, troubleshoot where necessary, diagnose technical and service problems, and address any issues you have with our Site or Services and provide personalized customer service support.
- When we contact you. When we contact you, we collect your identifiers such as your name and email address. We collect your professional or employment information like the name of the company you represent, job title, department, and contact information. We collect this information so that we can communicate with you concerning your interest in our Services, your questions and comments, troubleshoot where necessary, diagnose technical and service problems, and address any issues you have with our Site or Services and provide personalized customer service support.
- Sign up to receive our newsletters or blog posts. When you sign up to receive our newsletters or blog posts, we collect identifiers such as your name and email address. We collect this information so that we can share our news and blogs with you.
- When we market to you. When we send you marketing communications, we process your identifiers such as your name and email address so that we may send you relevant information and keep you informed of products and services in which you might be interested.
- When you provide a testimonial. When you provide a testimonial, we may post customer testimonials on our Site, which may contain the customer's name. We always get consent from the customer prior to posting any testimonial. If you wish to update or delete your testimonial, you can contact us at firstname.lastname@example.org.
- To Maintain and improve our business, Site, and Services. To maintain and improve our overall business, to understand our customer base, track user movements on our Site enhance the services we provide and administer our Site and improve Site usability we may process your identifiers such as your name and contact information. We may also process your commercial information such as your subscription history, and internet activity information, like your IP address, or we may aggregate your Personal Information.
- With Your consent. We will notify you and request consent to use your Personal Information for any purpose materially different from the purposes disclosed herein.
Information we collect automatically through your use of our Services.
- When you visit our Site or interact with the Services, we automatically process your identifiers such as your IP address, your location, and your internet activity information like your usage data and browsing actions. We may also process the type of device, operating system, and technical data about your equipment.
Log data. Our servers automatically record certain information sent by your web browser, such as your web page or resource request, your IP address, your referring/exit URLs, your web browser type and operating system, and the date and time of your request.
We collect this information using cookies and similar tools to enable the functionality of our Site and Services, to assess and improve our Site and Services. For more information on cookies, see the section below titled “What Cookies We Use And Why”.
Social media widgets. Our Site and Services may from time to time include social media features, such as Facebook, LinkedIn and Twitter widgets. These features may collect identifiers about you such as your IP address and your internet activity information such as which pages you visit on our Site. Your interactions with those features and their use of the information collected are governed by the privacy policies of the companies that provide them.
For more information on your choices with respect to information collected through cookies and similar technologies, see Your Choice With Respect To Your Personal Information below.
Using In-APP email in the Services. This applies to the extent that you use a PerCina Service that provides email messaging services. When using the Services and adding a distribution List or creating an email within the email Services, we may access the data on your list and the information in your email. When you send an email marketing campaign, it bounces from server to server as it crosses the Internet. Along the way, server administrators can read what you send. Email was not built for confidential information. Please do not use the email Services to send confidential information. Sometimes we review the content of our subscribers’ email campaigns to make sure they comply with our Subscription Agreement. To improve that process, we have software that helps us find email campaigns that may violate our Subscription Agreement. We may review those particular email campaigns. This benefits all subscribers who comply with our Terms of Service because it reduces the amount of spam being sent through our servers and helps us maintain high deliverability. PerCina will use Personal Information only in ways that are compatible with the purposes for which it was collected or subsequently authorized by the individual about whom the information pertains. PerCina will take reasonable steps to ensure that Personal Information is relevant to its intended use, accurate, complete and current.
Information Provided by Third Parties
- When you post comments or interact on Social media, for example, by responding to our blog, we see your comments and identifiers such as your social media handle.
- Required: These cookies are required for making use of the Services. These cookies include security cookies to authenticate users, prevent fraudulent use, and protect user data from unauthorized parties as well as session cookies that remember your log-in session so you can move easily within the Services.
- Performance Cookies: These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our Site. They help us to know which pages are the most and least popular and see how visitors move around the Site. All information of these cookies collect is aggregated. These cookies are not essential to use our Site. However, if you do not allow these cookies we will not know when you have visited our Site and will not be able to monitor its performance.
Other trackers. Our Site contains electronic images known as “web beacons” (sometimes called single-pixel gifs) and are used along with cookies to compile aggregated statistics to analyze how our Site is used and may be used in some of our emails to let us know which emails and links have been opened by recipients. This allows us to gauge the effectiveness of our customer communications and marketing campaigns. If you would like to opt out of our sharing of this information, you can contact us at email@example.com.
How To Control Cookies
You may also use your web browser to enable, disable, or delete Cookies. To do this, follow the instructions provided by your web browser. Each web browser is different and may appear differently depending on the device being used, so we encourage you to review the instructions provided by your specific web browser. Note that using your web browser to disable cookies may reduce our Site’s functionality. For more information about how to manage and delete cookies, visit aboutcookies.org or https://consumer.ftc.gov/articles/how-protect-your-privacy-online.
- Disclosure on our Services. We may make your identifiers (name, email, and user ID), professional or employment information (your company name, job title, department, and company contact information), and information we collect from public web, or that we license from third parties, if any, available on our Services, and thus available to users of the Site, and to our customers, for purposes of our provision of Services to you.
Service Providers. We share your identifiers (name, email, and user ID), commercial information (your subscription history), and internet activity information (such as your log data, location information, online identifier, IP address, and information regarding your interaction with our Site) with service providers that provide support services to us, such as marketing services, analytics providers, web hosting providers, payment processors, and providers that assist us in carrying out surveys. When you make a payment through our payment portal on our Site, it is facilitated through our service provider Stripe, Inc., https://www.stripe.com, a reputable third- party processor and not maintained on our Site. You may wish to review Stripe, Inc.’s. privacy policies and contact them if you have any questions about their privacy practices. More information can be found at: https://www.stripe.com.
Cookies. We collect information about your Internet activity through cookies and similar tools to enable the functionality of our Site and Services and to assess and improve our Site and Services. For more information on cookies, see the section above titled What Cookies We Use And Why.
User Access to Company Subscriber Information. You may be a user that has been provided access to the Site through your company subscription agreement. Your employer may require that one or more users have global rights to access any and all information of every user that has access through the company. If you have questions or concerns regarding the rights of other individuals in your company to access your Personal Information, and any uploaded information, or usage logs, you should raise those concerns with the appropriate person at your company.
To prevent harm. To prevent harm, we will share your Personal Information, which may include name, email, address, phone number, and user ID, internet activity information (such as your log data, location information, online identifier, IP address, and information regarding your interaction with our Site), and commercial information (your subscription history), if necessary, to law enforcement personnel and agencies, to meet government security requirements, to protect our property, in furtherance of an investigation regarding a breach of the Site rules and policies, unauthorized access to or use of the Site or any other illegal activities.
Respond to legal requests. If we receive a subpoena or other legal request, we may need to process your identifiers (such as name and user ID), commercial information (your subscription history), and your internet activity information (your log data, location information, online identifier, IP address, and information regarding your interaction with our Site).
How We Store And Protect Your Personal Information
We make all reasonable efforts to ensure that your Personal Information is stored securely, both in electronic and physical form, and otherwise protect it from misuse, interference, and loss caused by unauthorized access, modification or disclosure. The security of your information is important to us. Our employees and agents are obliged to treat any Personal Information held by us confidentially. Please be aware that no method of transmission over the internet, or method of electronic storage is 100% secure, therefore, we cannot guarantee absolute security. If you have any security questions, please contact us at the Contact Information below.
Your Choice With Respect To Your Personal Information
- Marketing. PerCina enables you to opt out of marketing communication. You may unsubscribe by emailing us at firstname.lastname@example.org. or by clicking the Unsubscribe button toward the bottom of each marketing communication.
Jurisdiction-Specific Privacy Rights
Depending on your location, you may have certain privacy rights under applicable state, federal, or international privacy laws. If or when such jurisdiction-specific privacy rights become applicable to our Services, we will provide any required notices under such laws in this section.
If you are a resident of a jurisdiction in which a particular privacy law applies and you wish to submit a request to exercise applicable privacy rights, please contact us at contact us at email@example.com. Please be advised that we may not be a covered entity under such law, or the rights may be subject to some exceptions. In our response to you, should we not be a covered entity or should an exception exist, we will communicate why the law does not apply to us and/or which exception applies, as the case may be.
We will not discriminate against you for exercising any of these rights, nor will we deny you services, charge you a different price, or provide you with a lesser quality of services.
Do Not Track Disclosure
We do not support Do Not Track (“DNT”). Do Not Track is a preference you can set in your web browser to signal your privacy preference not to have data about your online browsing activities monitored and collected. No uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. For more information about DNT, visit donottrack.us.
This Site and our Services are not intended for individuals under the age of eighteen (18) years. Accordingly, we do not knowingly collect or share information from children.
If you have any questions or comments about our privacy practices, you can contact us at:
Effective: April 1, 2022
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Last Modified: April 1, 2022
This is a contract between you (the Customer) and us (Lonetown Capital LLC, herein referred to as “PerCina”). It describes the services we will provide to you, including without limitation our proprietary PerCina Report, how we will work together, and other aspects of our business relationship. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using our websites, apps, products, or services, including the Subscription Service or Consulting Services, you are agreeing to these terms.
We periodically update these terms. If you have an active PerCina subscription, we will let you know when we do via an email or in-app notification.
Finally, this Agreement is organized as follows:
- DEFINITIONS. This is where we provide the detail on what the key defined terms in the Agreement mean.
- GENERAL COMMERCIAL TERMS. Here are the basics about how we provide our Subscription Service and Consulting Services. For example, you can find information on access and acceptable use. These terms apply to all of our products and services.
- SUBSCRIPTION TERMS. Customers subscribe to use our software-as-a-service, and there are some fundamental terms that apply to each subscription. There are some differences between the different types of subscriptions.
- GENERAL LEGAL TERMS. In this section, we’ve collected legal terms that make up the remainder of our Customer Terms of Service.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. However, the term “Affiliate” shall not include an entity that is a direct competitor of PerCina.
"Agreement" means these Customer Terms of Service and all materials referred or linked to in here.
"Agreement Term" has the meaning set forth in the “Agreement Term, Subscription Term, Termination, Suspension” section below.
"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term as specified in the Order Form. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential, including all information concerning Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, or which should otherwise reasonably be considered confidential by Receiving Party. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration, customization, or other consulting services, the scope of which is set forth in an applicable Order and/or Statement of Work.
"Customer Data" means all information and materials that you submit to PerCina via post, upload, input, or other submission through the Subscription Service and in connection with receiving Consulting Services, or that you submit to PerCina via any other method of transmission or communication under this Agreement, including any Intellectual Property Rights therein. For the avoidance of doubt, Customer Data does not include PerCina Content or any information or data that appears within a PerCina Report.
“Intellectual Property Rights” means all inventions, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, developments, research data, processes, formulas trade secrets and know- how, intellectual property , and other intangible proprietary or property rights, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, rights to receive equitable remuneration in respect of any of these and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.
"Order", "Order Form", or “Invoice” means the PerCina-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process or via an invoice. The Order may be referred to as a "Statement of Work" if you are purchasing only Consulting Services.
"PerCina", "we", "us", or “our” means Lonetown Capital LLC.
"PerCina Content" means all information, including for example, data, usage data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including our Intellectual Property Rights therein.
“PerCina Property” means our property, which includes but is not limited to our products, Subscription Service, Consulting Services, PerCina Content, and PerCina Reports.
“PerCina Report(s)” means the proprietary investment memorandum or memoranda that are produced in connection with the Subscription Service under this Agreement, in no matter what form or format, tangible or intangible. For the avoidance of doubt, all PerCina Reports and all other reports that we produce for you through the Subscription Service and/or Consulting Services are proprietary to us, constitute PerCina Content, and are provided to you to display, download, or print for your internal business use strictly subject to this Agreement, and they are not owned by you. We reserve all of our Intellectual Property Rights in all PerCina Reports and all other reports that we produce for you through the Subscription Service and/or Consulting Services.
“Personal Information” means any information and data relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal information, nonpublic personal information, personal data, personally identifiable information, or similar terminology as variously defined under applicable data privacy or data protection laws.
“Product and Services List” means PerCina’s Product and Services List available at https://www.percinareport.com as updated by us from time to time.
"Subscription Fee" means the amount you pay for the Subscription Service.
"Subscription Service" means all of our applications, tools, solutions, and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://www.percinareport.com or another designated URL, and any ancillary products and services, that we provide to you.
"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-PerCina apps available from, for example, links made available through the Subscription Service.
"Third-Party Sites" means third-party websites linked to, from, within the Subscription Service.
"Users" means employees, representatives, consultants, contractors, or agents of Customer or Affiliate who are authorized by the same to use the Subscription Service for Customer’s benefit, who have unique user identifications and passwords for the Subscription Service, and for whom access to the Subscription Service has been purchased and fully paid for pursuant to this Agreement.
"You", "your", or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
GENERAL COMMERCIAL TERMS
- Access. During the Subscription Term, we will provide you access to the Subscription Service as described in this Agreement and the applicable Order. Users may access and use the Subscription Service or receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by Users is subject to and in compliance with the Agreement and you shall at all times remain liable for all Users’ compliance with the Agreement.
- Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your PerCina account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your PerCina account.
Service Uptime Commitment.
For the purposes of this 'Service Uptime Commitment' section, the following definitions shall apply:
"Priority 1" means a critical full outage/severe issue that constitutes a catastrophic problem that causes complete inability to use the Subscription Service across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.
"Excluded" means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, epidemic or pandemic, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer's combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our control as measured by our third party website availability monitoring provider; and (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service.
"Service Uptime" means (total hours in calendar month - unscheduled maintenance which causes unavailability - Priority 1 issue durations - scheduled maintenance - Excluded) / (Total hours in calendar month - scheduled maintenance - Excluded) X 100%.
We will use commercially reasonable efforts to meet a Service Uptime of 99% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer's sole and exclusive remedy for failure to meet availability or support commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99%, which credit shall be applied against an invoice or charge for the following renewal Subscription Term, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month.
You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Product and Services List and will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.
All Consulting Services are performed remotely unless you and we otherwise agree.
For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.
We might provide some or all elements of the Consulting Services through third-party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
Fees and Payments.
- Subscription Fees The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you upgrade products, (ii) you subscribe to additional features or products, or (iii) we agree otherwise in the Order. You can learn more about how your fees may be otherwise adjusted in the remainder of this 'Fees and Payment' section below.
- Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services List. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
- Payment by credit or debit card. If you are paying by credit or debit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term and for the next renewal term. You further authorize us to use a third-party to process payments, and consent to the disclosure of your payment information to such third party.
- Payment against invoice. If you are paying by invoice, we will invoice you no more than forty- five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
- Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your billing page within your PerCina account. All payment obligations are non-cancelable, and all amounts paid are NON- REFUNDABLE, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
- Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income.
- Auditing Rights. You agree to maintain complete and accurate records in accordance with generally accepted accounting principles during the Agreement Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. PerCina may, at our own expense, on reasonable prior notice, periodically inspect and audit your records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that you have underpaid PerCina with respect to any amounts due and payable during the Agreement Term, you shall promptly pay the amounts necessary to rectify such underpayment. An audit taken under this section will be at PerCina’s sole expense unless the audit reveals a material violation of this Agreement, in which case you shall reimburse PerCina for the reasonable cost of the audit. Such inspection and auditing rights will extend throughout the Agreement Term and continue for a period of two (2) years after the termination or expiration of this Agreement.
Use and Limitations of Use
- Acceptable Use. You, Affiliates, and all Users will comply with our Acceptable Use Policy ("AUP") which can be viewed at https://www.percinareport.com or [SEE: ACCEPTABLE USE POLICY], as well as the terms and conditions of this “Use and Limitations of Use” section, as if each were you.
Prohibited and Unauthorized Use.
You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends requests to our servers without human interaction for any purposes, including but not limited to, scraping, downloading, or otherwise copying data displayed in our services; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country or jurisdiction in which you are resident or from which you access or use the Subscription Service. The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA) or any similar federal or state regulation.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords, API Keys, or your account by following the instructions at https://www.percinareport.com.
- Third-Party Sites and Products. Third-Party Sites and Products are not under our control. Third- Party Sites and Products, if any, are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.
Agreement Term, Subscription Term, Termination, Suspension
- Term and Renewal. The Agreement Term begins on the effective date of your initial subscription period as specified in your initial Order for Subscription Services. Unless expired or terminated earlier in accordance with this section, the Agreement Term shall continue until expiration of all Subscription Terms or termination of all Orders and shall be deemed renewed on the acceptance of any Order that references this Agreement. Unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the Subscription Term, or one year. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the “Notice of Non-Renewal” section below.
- Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
- Termination for Cause. We may terminate this Agreement for cause on ten (10) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
- Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. Although we reserve the right, without notice, to review and to delete any Customer Data that we determine in good faith violate these terms or the AUP, you acknowledge and agree that we have no duty to prescreen, control, monitor, or edit your Customer Data, except as expressly provided in the offering of your particular Subscription Service.
- Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services two (2) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
- Suspension for Present Harm If your use of the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, (v) is violating anti-SPAM regulations, or (vi) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effect of Termination or Expiration. If your paid subscription is terminated or expires, you may request the deletion of your PerCina account after expiration or termination of your subscription by sending a request to firstname.lastname@example.org or by following the instructions found here. You will continue to be subject to this Agreement for as long as you have access to a PerCina account.
Upon termination or expiration of this Agreement, you shall stop all use of the Subscription Service and PerCina Content, and delete, destroy, or return all data you downloaded, copied, scraped, exported, or otherwise acquired while using the Subscription Service, and, upon PerCina’s request, you shall certify to PerCina in writing that you have fully complied with this requirement. We may or may not provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
- SUBSCRIPTION TERMS
- Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services List, these limits may also be designated only from within the product itself. You must be 18 years of age or older to use the Subscription Service.
- Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
- Customer Support. If you pay us a Subscription Fee for our products, email support is included at no additional cost and is available from 8am to 8pm Eastern Time (America/New York) Monday through Friday, with reduced hours during holidays and certain company events or meetings in the US. We accept email support questions 24 hours per day x 7 days per week. Email questions can be submitted following the link at https://www.percinareport.com or by emailing directly to: email@example.com . Email responses are provided during support hours only. We attempt to respond to email support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of PerCina representatives. Issues resulting from your use of API's or your exports in the Subscription Service may be outside the scope of support.
Notice of Non-Renewal. Your subscription will automatically renew according to the ‘Term and Renewal’ section above.
Unless otherwise specified in your Order, to prevent renewal of a Subscription, you or we must give written notice of non-renewal and this written notice must be received thirty (30) days before the next renewal period begins.
If you decide not to renew, you may send a non-renewal notice to us at firstname.lastname@example.org, or by indicating that you do not want to renew by accessing the billing details information in your PerCina account and following the steps at https://www.percinareport.com.
- Retrieval of Customer Data. If you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data. We will delete all Customer Data in our systems or otherwise in our control, unless we are legally prohibited, within 1 year of your subscription expiration.
GENERAL LEGAL TERMS
- Data Practices. PerCina (and/or PerCina’s third-party service providers) may use tools, scripts, software, and utilities to monitor and administer particular Subscription Service and Consulting Services. Customer acknowledges that in order to provide, develop, and improve the Subscription Service and Consulting Services, PerCina (and/or PerCina’s third-party service providers) will be required to access, use, view, copy, host, store, analyze, make derivatives of, and/or transmit the Customer Data for the benefit of the Customer, and Customer hereby grants to PerCina and to PerCina’s third-party service providers the right to do any and all of the foregoing in connection with PerCina’s provision, development, and improvement of such Subscription Services and Consulting Services, and as reasonably necessary to perform PerCina’s obligations hereunder.
- Customer Data Representations. Customer agrees and acknowledges that Customer is solely responsible for: (i) obtaining any and all consents required under the applicable data privacy and data protection laws for PerCina to collect, handle and store Personal Information contained in Customer Data; and (ii) ensuring that the relevant individuals are notified, to the extent required by the applicable data privacy and data protection laws, of the collection and use of their Personal Information by PerCina. Customer represents, warrants, and covenants to PerCina that the Customer Data submitted to PerCina in connection with this Agreement do not, and will not, infringe or violate the publicity and privacy rights or any Intellectual Property Rights of any third party, and that Customer has sufficient right under applicable law (including without limitation contract law and data privacy and data protections) to transmit, store, copy, use, and transfer with and/or to PerCina all Customer Data, including any Personal Information, sent to, from, or stored through the Subscription Service, or otherwise provided by Customer to PerCina under this Agreement.
PerCina’s Proprietary Rights.
- Not a Software License. This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The PerCina Content, Subscription Service, and Consulting Services are protected by our Intellectual Property Rights, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the PerCina Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include, but are not limited to, those listed at https://www.percinareport.com (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.
- Restrictions on Customer’s Access and Use. You shall not use our Property or permit a third party to use our Property for any purposes beyond the scope of the access granted herein. Unless otherwise expressly permitted in the Agreement, you may not and you may not permit a third party to: (i) sell, license, sublicense, distribute, publish, display, store, copy, modify, decompile, decode or disassemble, reverse engineer, remove any proprietary notices, translate or transfer our Property in whole or in part, or as a component of any other product, service or material; (ii) use our Property or our third-party providers’ property to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (iii) allow any third parties to access, use or benefit from our Property in any way. Notwithstanding the foregoing, you may (a) download and print limited extracts of PerCina Content from the Subscription Service, including without limitation PerCina Reports, solely for your own internal business purposes and (b) on an infrequent, irregular, and ad hoc basis, distribute limited extracts of PerCina Content from the Subscription Service, including without limitation PerCina Reports; provided that, in either case, (1) such extracts do not reach such quantity as to have commercial value and you do not use such extracts as a substitute for the Subscription Service or Consulting Services and (2) PerCina is cited and credited as the source. Exercising legal rights that cannot be limited by agreement is not precluded. Only if you are in the business of providing financing, financing broker / advisory services to your clients, this “Restrictions on Customer’s Access and Use” section does not preclude you from using our Services to benefit your clients in the ordinary course of your business in accordance with the Agreement. Except as expressly set forth in the Agreement, we retain all rights and you are granted no rights in or to our Property.
- Feedback. We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions and feedback for improving it, and vote on suggestions they like. You agree that all such comments, suggestions, and feedback will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.
- Customer’s Proprietary Rights. As between the parties, you own and retain all rights to your Customer Data, except to the extent stated otherwise in this Agreement. You grant permission to us and our licensors to use the Customer Data as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using 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, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' 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.
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
- Publicity. You grant us the right to add your name and company logo to our customer list and website. We may also include references to you in written proposals made to our potential customers. To object to this use, please email: email@example.com.
- Indemnification. You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you or your Affiliates, (b) your or your Affiliates' noncompliance with or breach of this Agreement, (c) your or your Affiliates' use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
- Disclaimer of Warranties. WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, PERCINA CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, PERCINA CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
- No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE
ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
- Third-Party Products. PERCINA MAY DISPLAY, INCLUDE, OR MAKE AVAILABLE THIRD PARTY CONTENT (INCLUDING DATA, INFORMATION, APPLICATIONS, OR OTHER PRODUCTS OR SERVICES). WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE DURING YOUR USE OF THE SUBSCRIPTION SERVICES. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. FURTHERMORE, OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARDS TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF THEIR CONTENT OR SERVICES.
- Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE OR CONSULTING SERVICES TO YOU.
Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (however, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://www.percinareport.com and we will let you know via email or in-app notification. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. If we make updates or changes to our disclosures in our Product and Services List, we will provide notice of those changes at our discretion. The updated Product and Services List will be effective upon posting. We encourage you to review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website or in-app will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
- Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; epidemic or pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
- Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
- Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
- Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notices. Notice must be sent to the contact address set forth below and will be deemed delivered as of the date of actual receipt.
To PerCina: firstname.lastname@example.org
To you: your mailing address as provided in our PerCina Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your email address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
- Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any PerCina Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
- No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
- Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Customer further warrants and represents that it has the authority to procure its Affiliates’ compliance with the terms of this Agreement.
- Survival. The following sections shall survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees and Payments’, 'Prohibited and Unauthorized Use', ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Effect of Termination or Expiration’, ‘Retrieval of Customer Data’, ‘PerCina’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Applicable Law’.
- Precedence. In the event of a conflict between the terms of the Customer Terms of Service and an Order, the terms of the Order shall control, but only as to that Order.
- Applicable Law. This Agreement is governed by the laws of the State of Connecticut, U.S.A. without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of the Connecticut federal courts or the Superior Court for the Judicial District of New Haven, in New Haven, Connecticut, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service or the Consulting Services.
- Geographic Restrictions. PerCina is based in the state of Connecticut in the United States. We provide our websites, apps, products, or services, including the Subscription Service or Consulting Services, for use only by persons located in the United States. We make no claims that our websites, apps, products, or services, including the Subscription Service or Consulting Services, or any PerCina Content, is accessible or appropriate outside of the United States. If you access our websites, apps, products, or services, including the Subscription Service or Consulting Services, from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.