Effective Date: September 1, 2016
This is an agreement ("Agreement") between Pupsidedown, Inc. ("we", "us", "our", company", "Pupsidedown") and you, an End User (either an individual or an entity) ("you", "user", "yours", or "subscriber") of applications, services and software ("Service") as described herein. By establishing, activating, using, or paying for the Service, you acknowledge that you have read and understood these terms, you agree to the terms and conditions in this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms, and to the prices, charges, and conditions provided to you in association with your enrollment. This Agreement governs the license, installation and use of the Service available to you through Clover App Marketplace, as well as the use of related services provided by us including, but not limited to web-based services, application services, reporting services and agency services. If you do not agree to these terms, do not purchase access to the Service, do not use the Service and immediately delete the Service from any device the Service was installed on and/or accessed. We reserve the right to modify these terms without notice. Your continued usage of the Service constitutes your acceptance of these terms. Violation of any terms will result in suspension and/or termination of your account with us.
Pupsidedown grants you a limited, revocable, non-exclusive, non-transferable license to download, install and use the Service on device(s) associated with a single Clover account strictly in accordance with the terms of this Agreement.
The Service is offered as free or paid. The paid Service is offered on a month-to-month payment basis, a one-time payment basis, a per-use metered payment basis, or a combination thereof. Please refer to the Clover App Market Charges and Payment policies.
You agree not to, and you will not permit others to:
- rent, lease, sell, license, assign, transmit, host, distribute,outsource, disclose or otherwise commercially exploit the Service or make the Service available to any third party.
- modify, copy, clone, disassemble, decrypt, reverse compile or reverse engineer any part of the Service.
Modifications and updates
We reserve the right to modify, suspend or discontinue, temporarily or permanently, the Service or any related service to which it connects, with or without notice and without liability to you.
From time to time we may provide changes, enhancements or improvements to the features/functionality of the Service, which may include patches, bug fixes, updates, upgrades, changes, removals and other modifications ("Changes").
Changes may add, modify or delete certain features and/or functionalities of the Service. You agree that we have no obligation to (a) provide any Changes, or (b) continue to provide or enable any features and/or functionalities of the Service to you.
You further agree that all Changes will be (a) deemed to constitute an integral part of the Service, and (b) subject to the terms and conditions of this Agreement.
The Service may display, include or make available third-party content (including, but not limited to, data, information, applications and other products or services) or provide links to third-party websites or services ("Third-Party Services").
You acknowledge and agree that we shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Suspension and Termination
We may at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. You may terminate this Agreement by uninstalling and/or deleting the Service and all copies thereof from any device the Service was installed on and/or accessed.
Upon termination of this Agreement, you shall cease all use of the Service and delete the Service from any device the Service was installed on and/or accessed. Upon termination of this Agreement all rights granted to you under this Agreement will also terminate.
Termination of this Agreement will not limit any of Pupsidedown's rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
Intellectual Property Rights
Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from us to you. The Service, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Pupsidedown.
You agree to indemnify, defend and hold harmless Pupsidedown and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Service or your breach of this Agreement. Furthermore, you agree that Pupsidedown assumes no responsibility for the content you submit or make available through the Service.
Limitation of liability
To the fullest extent permitted by applicable law, in no event will Pupsidedown or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of or inability to use the Service or the content and services for: (a) personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction or any other consequential, incidental, indirect, exemplary, special or punitive damages; (b) direct damages in amounts that in the aggregate exceed the amount actually paid by you for the Service.
The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence) or otherwise and regardless of whether such damages were foreseeable or company was advised of the possibility of such damages.
Disclaimer of warranties.
The Service is provided to licensee “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Pupsidedown, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.
Without limiting the foregoing, neither Pupsidedown nor any Pupsidedown's providers, partners and/or affiliates make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of Pupsidedown are free of viruses, scripts, trojan horses, worms, malware or other harmful components.
Without limitation to the foregoing, Pupsidedown provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
You may not export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By installing or using any component of the Service, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
Amendments to this Agreement
We reserve the right, at our sole discretion, to modify or replace this Agreement at any time with or without notice. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service and you shall cease all use of the Service and delete the Service from any device the Service was installed on and/or accessed.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.
The laws of New York, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.
If you have any questions about this Agreement, please contact us by sending an email to firstname.lastname@example.org
The Agreement constitutes the entire agreement between you and us regarding your use of the service and supersedes all prior and contemporaneous written or oral agreements between you and us. You may be subject to additional terms and conditions that apply when you use or purchase other services owned and/or provided by us, which we will provide to you at the time of such use or purchase.