TERMS OF USE

The following terms and conditions (the “Agreement”) govern all use of the Premise app and http://premise.com websites (together, the “Site”) and the products and services available on or at the Site (taken together with the Site, the “Service”).  The Service is owned and operated by Premise Data Corporation (“PDC”).  The Service is offered subject to your (the “User”) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by PDC.  BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU (AND THE ENTITY AND COMPANY YOU REPRESENT) AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU NOT AGREE, DO NOT USE OR ACCESS THE SERVICE.

 

ACCESS.

As a condition of receiving compensation for providing services under this Agreement, I hereby certify that neither I nor any other person engaged by me to provide services under this Agreement:

(1) is domiciled or resident in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine/Russia, or any other country or territory that becomes subject to comprehensive sanctions imposed under the U.S. Department of Treasury’s sanctions programs (Information about such programs is available at: Sanctions Programs and Country Information); or

(2) is subject to trade restrictions imposed by the U.S. Government, including but not limited to restrictions imposed by the U.S. Department of Treasury under the sanctions programs, as well as by the U.S. Departments of Commerce and State under the U.S. export control laws. The consolidated screening list of parties subject to such restrictions is available at: Consolidated Screening List.

By selecting "Agree", you confirm that you are NOT:

(1) identified on any list of prohibited parties such as, for example, the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department's Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of your home country if you are located outside the United States and EU;

(2) owned or controlled by, or acting on behalf of, a person or entity on any of the lists described above; and

(3) otherwise restricted from receiving payments from, or performing services for, Premise Data Corporation under U.S., EU and/or any other applicable trade laws.

Subject to the terms and conditions of this Agreement, PDC will provide User with the Services – for use by User only in accordance with all documentation and other written instructions provided by PDC (including, without limitation, as may be posted by PDC on the Site).  PDC may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content.  PDC may also impose limits on certain features and services or restrict User’s access to parts or all of the Services without notice or liability.  PDC reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending User a notice via email or postal mail.  User shall be responsible for reviewing and becoming familiar with any such modifications.  Use of the Service by User following such notification constitutes User’s acceptance of the terms and conditions of this Agreement as modified.  Notwithstanding the foregoing, if User is a for-fee subscriber to the Service, PDC must notify User in advance (email or posting on the Site - ok) of such notifications, changes, suspensions and discontinuances – and they will only go into effect at the beginning of User’s next subscription period.

User certifies to PDC that if User is an individual (i.e., not a corporation) User is at least 13 years of age (provided that, if User is located in a state in which 13 is under the age of majority, then User represents he/she has the legal consent of a legal guardian to enter this Agreement).  User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the the Service.  This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service.  User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.

 

SITE CONTENT.

User agrees that all content (e.g. data and metrics) and materials (collectively, “Content”) delivered via the Service or otherwise made available by PDC at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.  Except as expressly authorized by PDC in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content.  However, User may print or download a reasonable number of copies of the materials or content at this Site for User’s own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein.  Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of PDC.  

Use of Content for any purpose not expressly permitted in this Agreement is prohibited.  Any rights not expressly granted herein are reserved.

 

USER CONTENT.

User acknowledges and agrees that if User uses the Site to contribute Content (including data, metrics and the like) to the Site (“User Content”), PDC (and its successors) is hereby granted an non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to fully exploit such User Content (including all related intellectual property rights), for any purpose, and to allow others to do so.  PDC reserves the right to remove any User Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.

User represents and warrants that (i) it has all right, power and authority, to contribute all of his/her User Content to the Site and grant the foregoing license, (ii) such content will not infringe the rights of any third party, (iii) User’s contribution will not be in conflict with any obligations User has to any third party, and (iv) neither such content, nor the contribution thereof, will violate any laws or regulations.

 

USER HARDSHIP.

PDC may, in its sole discretion, assist User if User suffers a hardship in the furtherance of providing services for PDC. For instance, such a hardship might include obtaining new Equipment, replacing lost or damaged Equipment, or compensation for serious bodily injury, personal property damage, lost work, or fines or penalties. To request such assistance, please contact PDC at support@premise.com.

 

RESTRICTIONS.

User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of PDC or others.

 

REGISTRATION; SECURITY.

As a condition to using certain features of the Service, User may be required to (i) provide phone number or Facebook credentials, or (ii) register with PDC and select a password and username (“PDC User ID”).  User shall provide PDC with accurate, complete, and updated registration information.  Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account.  User may not (i) select or use as a PDC User ID a name of another person with the intent to impersonate that person; or (ii) use as a PDC User ID a name subject to any rights of a person other than User without appropriate authorization.  PDC reserves the right to refuse registration of, or cancel a PDC User ID in its discretion.  User shall be responsible for maintaining the confidentiality of User’s PDC password and other account information.

 

INDEMNIFICATION.  

User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless PDC, its affiliates and each of its, and its affiliates  employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from User’s (i) use or misuse of the Service; (ii) access to any part of the Service, or (iii) violation of this Agreement.   

 

WARRANTY DISCLAIMER.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE AND ANY SOFTWARE) IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  PDC MAKE NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS.  PARTICULARLY, PDC MAKES NO WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY DATA PRESENTED VIA THE SERVICE.  USER’S USE OF THE SERVICE IS SOLELY AT USER’S OWN RISK.

 

LIMITATION OF LIABILITY.

IN NO EVENT SHALL PDC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY DATA OR OTHER INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY DATA OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER’S USE OF ANY DATA OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF USER HAS PAID FOR A SERVICE OR FEATURE, AND SUCH PAYMENT IS MORE THAN $100.00 (U.S.) THE LIABILITY CAP SHALL BE INCREASED TO SUCH AMOUNT).  In addition, PDC shall not be liable for any loss or liability resulting, directly or indirectly, from User’s inability to access or otherwise use the Site (including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, date data processing failures, telecommunications or Internet problems or utility failures.  THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

TERMINATION.

PDC may terminate User’s access to all or any part of the Service at any time, with or without cause, effective upon notice thereof to User (provided that, if PDC determines there may be an immediate threat to PDC, it may terminate such access without notice).  Notwithstanding the foregoing, if User has a for-fee subscription to the Service, PDC may only terminate this Agreement if User breaches this Agreement and fails to cure such breach within five (5) days from PDC’s notice thereof.  PDC may deny renewal of this Agreement in its discretion.

Upon termination notice from PDC, User will no longer access (or attempt to access) the Service.  

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.

 

PRIVACY.

PDC’s current privacy policy is available at the Site (the Privacy Policy), which is incorporated by this reference.  PDC strongly recommends that you review the Privacy Policy closely.

 

COPYRIGHT.

All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of PDC or its content suppliers and protected by United States and international copyright laws.  The compilation of all content on the Site is the exclusive property of PDC and protected by U.S. and international copyright laws.  All software used on (or provided through) the Site is the property of PDC or its software suppliers and protected by United States and international copyright laws.

 

MISCELLANEOUS.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of PDC, and you do not have any authority of any kind to bind PDC in any respect whatsoever. PDC shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond PDC’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with PDC’s prior written consent. PDC may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language. Any arbitration under Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND PDC ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind PDC in any respect whatsoever. User shall comply at User’s expense with all applicable federal, state and local laws, including income tax laws. Any User registering with PDC from outside the United States hereby certifies that he or she will not access PDC from within the United States.