PSIsafe Share Terms of Service and Third-Party Notices

Ken Stewart

March 26, 2021 16:52

Terms of Service

Effective as of March 1, 2021.

Thank you for using PSIsafe Share!

THIS TERMS OF SERVICE (“Terms of Service”) BETWEEN YOU, YOUR ORGANIZATION (“Licensee”) and PSIGEN Software, Inc. (“PSIGEN”) GOVERNS YOUR USE OF THE SERVICE. BY USING, ACCESSING, OPERATING, OR INSTALLING ANY PART OF THE SERVICE, YOU (A) ACCEPT THIS TERMS OF SERVICE AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANTY THAT: (1) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (2) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE TO THIS TERMS OF SERVICE ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE, PSIGEN WILL NOT AND DOES NOT LICENSE THE SERVICE TO LICENSEE OR YOU AND LICENSEE AND YOU MUST NOT USE OR ACCESS THE SERVICE OR ANY RELATED DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TERMS OF SERVICE OR YOUR OR LICENSEE'S ACCEPTANCE OF THIS TERMS OF SERVICE, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS TERMS OF SERVICE, AND THIS TERMS OF SERVICE EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SERVICE OR SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF PSIGEN'S INTELLECTUAL PROPERTY.

PSIGEN reserves the right to modify or replace (in its sole discretion) any of the terms or conditions of this Terms of Service at any time. It is your and Licensee’s responsibility to check this Terms of Service periodically for changes. Your and Licensee’s continued use of the Service following notice of changes to this Terms of Service constitutes acceptance of those changes.

License Grant. Subject to and conditioned upon Licensee’s compliance with all terms and conditions set forth in this Terms of Service, PSIGEN hereby grants Licensee a non-exclusive, non-transferable, worldwide, limited-term license to use, access, operate, and only if applicable, install the Service for Licensee’s internal business purposes during the applicable Term, in accordance with the Documentation, and only for the number of Subscription Licenses stated in the Order Documentation.
License Restrictions. Without the prior written consent of PSIGEN, Licensee and its Affiliates may not and may not allow any third party to: (A) sublicense, sell, rent, lease, transfer, assign, or redistribute the Service; (B) host the Service for the benefit of third parties; (C) disclose or permit any third party to access the Service, except as expressly permitted in Section 1; (D) hack or modify the License Key, or avoid or change any license registration process; (E) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Service or any part thereof; (F) combine the Service or any part thereof with, or incorporate the Service or any part thereof in, any other programs; (G) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the Service or attempt to derive any of its source code, in whole or in part; (H) modify, obscure, or delete any proprietary rights notices included in or on the Service or Documentation; (I) use the Service or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, (J) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Service or Documentation, including any copy thereof; (K) use the Service or Documentation in violation of any law, regulation, or rule; (L) use the Service or Documentation for purposes of competitive analysis of the Service, the development of a competing software product or service, or any other purpose that is to the PSIGEN's commercial disadvantage; or (M) otherwise use or copy the Service or Documentation in a manner not expressly permitted by this Terms of Service.
Third Party Materials. The Service includes software, content, data, or other materials, including related documentation, that are owned by Persons other than PSIGEN (“Third-Party Materials”) and that are provided to Licensee on terms that are in addition to and/or different from those contained in this Terms of Service (“Third-Party Licenses”). A list of all Third-Party Materials can be found in the schedule of Third-Party Materials below. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Users of any Third-Party License is also a breach of this Terms of Service.
Responsibility for Use. Licensee is responsible and liable for all uses of the Service and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Service and Documentation by its Users or by any other Person to whom Licensee or any User may provide access to or use of the Service and/or Documentation, whether such access or use is permitted by or in violation of this Terms of Service.
Content.

A. Content. The Service allows Licensee to store and share documents, files, materials, content, data, and other information (“Content”) securely with specified recipients. Licensee understands that all Content transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that Licensee, and not PSIGEN, is solely responsible for any Content Licensee and/or its Users uploads, downloads, emails, transmits, stores or otherwise makes available through the Service. Licensee understands that by using the Service Licensee and/or its Users may encounter Content that Licensee and/or its Users may find offensive, indecent, or objectionable, and that Licensee and/or its Users may expose others to Content that they may find objectionable. PSIGEN does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. Licensee understands and agrees that Licensee and its User’s use of the Service and any Content is solely at Licensee’s own risk.

B. Conduct. Licensee agrees that neither Licensee nor any of its Users will use the Service to:

a. upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another Person’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;

b. stalk, harass, threaten or harm another Person;

c. engage in any infringement of Intellectual Property Rights (including uploading any content to which Licensee does not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;

d. post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;

e. upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;

f. interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);

g. plan or engage in any illegal activity; and/or

h. gather and store personal information on any Person to be used in connection with any of the foregoing prohibited activities.

C. Removal of Content. Licensee acknowledges that PSIGEN is not responsible or liable in any way for any Content provided by others and has no duty to screen such Content. However, PSIGEN reserves the right at all times to determine whether Content is appropriate and in compliance with this Terms of Service, and may screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of this Terms of Service or is otherwise objectionable.

D. Backup Content. Licensee is responsible for backing up any important Content shared via the Service. PSIGEN does not guarantee or warrant that any Content shared through the Service will not be subject to inadvertent damage, corruption, and/or loss. Licensee acknowledges that Content shared via the Service will be removed after the expiration date for such Content set by the Licensee or any User. PSIGEN is not responsible for retaining or restoring any Content after its applicable expiration date.

E. Access to Accounts and Content. PSIGEN reserves the right to take steps PSIGEN believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Terms of Service. Licensee acknowledges and agrees that PSIGEN may, without liability to any Person (including Licensee or any User), access, use, preserve and/or disclose Licensee’s and/or account information and Content to law enforcement authorities, government officials, and/or a third party, as PSIGEN believes is reasonably necessary or appropriate, if legally required to do so or if PSIGEN has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Terms of Service, including investigation of any potential violation thereof; (c) detect, prevent, or otherwise address security, fraud, or technical issues; or (d) protect the rights, property, or safety of PSIGEN, its customers, a third party, or the public as required or permitted by law.

F. Content Shared or Made Available by Licensee using the Service.

a. License from Licensee. Except for material PSIGEN may license to you, PSIGEN does not claim ownership of the materials and/or Content Licensee or any of its Users share or make available using the Service. However, by sharing or making available such Content on areas of the Service that are accessible by other Persons with whom Licensee or any User consents to share such Content, Licensee grants PSIGEN a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was shared or made available, without any compensation or obligation to Licensee. Licensee agrees that any Content submitted or posted by Licensee or any of its Users shall be Licensee’s sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. By submitting or posting such Content to the Service, Licensee is representing that Licensee is the owner of such material and/or has all necessary rights, licenses, and authorization to distribute it.

b. Changes to Content. Licensee understands that in order to provide the Service and make Content available thereon, PSIGEN may transmit Content across various public networks, in various media, and modify or change Content to comply with technical requirements of connecting networks or devices or computers. Licensee agrees that the license herein permits PSIGEN to take any such actions.

Maintenance & Support. Subject to and conditioned upon Licensee’s compliance with all terms and conditions set forth in this Terms of Service, PSIGEN will provide Licensee with (A) technical support and maintenance services pursuant and subject to and conditioned upon PSIGEN’s then applicable Product Support Commitment and related policies available at http://support.psigen.com; and (B) access to Updates and Upgrades. PSIGEN reserves the right to modify or replace (in its sole discretion) the Product Support Commitment or any related policies at any time and for any reason.
Collection & Use of Information. Licensee acknowledges that PSIGEN may, directly or indirectly, collect and store information regarding use of the Service and about equipment on which the Service is installed or through which it otherwise is accessed and used, through the provision of maintenance and support services and security measures included in the Service. Licensee agrees that the PSIGEN may use such information for any purpose related to any use of the Service by Licensee or on Licensee’s equipment, including to (A) improving performance of the Service or developing Updates; and (B) verifying Licensee’s compliance with the terms of this Terms of Service and enforcing PSIGEN’s rights, including all Intellectual Property Rights in and to the Service.
Intellectual Property Rights. Licensee acknowledges and agrees that the Service and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Service or Documentation under this Terms of Service, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Terms of Services. PSIGEN and its licensors and service providers reserve and shall retain their applicable entire rights, titles, and interests in and to the Service and all Intellectual Property Rights arising out of or relating to the Service, except as expressly granted to the Licensee in this Terms of Service. Licensee shall safeguard the Service (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify PSIGEN if Licensee becomes aware of any infringement of the PSIGEN’s Intellectual Property Rights in the Service and fully cooperate with PSIGEN in any legal action taken by PSIGEN to enforce its Intellectual Property Rights. Licensee hereby unconditionally and irrevocably assigns to Licensor its entire right, title, and interest in and to any Intellectual Property Rights that Licensee may now or hereafter have in or relating to the Software or Documentation (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment, or otherwise.
Payment. Licensee shall pay all License Fees promptly (but not later than thirty (30) days) after the applicable PSIGEN invoice date. Amounts payable under this Terms of Service are non-refundable.
Term & Termination

A. Term. This Terms of Service and the license granted hereunder shall remain in effective for the period of the Subscription License set forth in the Order Documentation, unless earlier terminated as set forth herein (the “Term”).

B. Termination for Breach. PSIGEN may terminate this Terms of Service, effective upon written notice to Licensee, if Licensee materially breaches this Terms of Service and such breach is (i) incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after PSIGEN provides written notice thereof.

C. Termination for Bankruptcy. PSIGEN may terminate this Terms of Service, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

D. Effect of Termination. Upon expiration or earlier termination of this Terms of Service, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy any copies of the Service and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all License Fees that may have become due before such expiration or termination.

Warranty Disclaimer.

A. PSIGEN DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT LICENSEE’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND LICENSEE AGREES THAT FROM TIME TO TIME PSIGEN MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS TERMS OF SERVICE.

B. USER AND LICENSEE EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PSIGEN AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, PSIGEN AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET LICENSEE OR ANY USER’S

REQUIREMENTS; (II) USER OR LICENSEE’s USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY USER OR LICENSEE AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SERVICE PROVIDED TO USER AND LICENSEE AS PART OF THE SERVICE WILL BE CORRECTED.

C. PSIGEN DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND PSIGEN DISCLAIMS ANY LIABILITY RELATING THERETO.

D. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT USER AND LICENSEE’S OWN DISCRETION AND RISK, AND USER AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. USER AND LICENSEE FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Limitation on Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

A. IN NO EVENT WILL PSIGEN OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE, USER, OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS TERMS OF SERVICE, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PSIGEN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. IN NO EVENT WILL PSIGEN'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS TERMS OF SERVICE OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO PSIGEN PURSUANT TO THIS TERMS OF SERVICE FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ASSERTION OF THE APPLICABLE CLAIM.

Indemnification. Licensee agrees to defend, indemnify and hold PSIGEN, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content User or Licensee submit, post, transmit, or otherwise make available through the Service; (b) User and Licensee’s use of the Service; (c) any violation by any User or Licensee of this Terms of Service; (d) any action taken by PSIGEN as part of its investigation of a suspected violation of this Terms of Service or as a result of its finding or decision that a violation of this Terms of Service has occurred; or (e) any User or Licensee’s violation of any rights of another Person. This means that Licensee cannot sue PSIGEN, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or Content, to warn User or Licensee, to suspend or terminate any User or Licensee’s access to the Service, or to take any other action during the investigation of a suspected violation or as a result of PSIGEN?s conclusion that a violation of this Terms of Service has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Terms of Service. This obligation shall survive the termination or expiration of this Terms of Service and/or Licensee’s use of the Service. Licensee acknowledge that Licensee is responsible for all use of the Service, and that this Terms of Service applies to any and all usage of the Service by Licensee or any User. Licensee agrees to comply with this Terms of Service and to defend, indemnify and hold harmless PSIGEN from and against any and all claims and demands arising from usage of the Service by Licensee or any User, whether or not such usage is expressly authorized by Licensee.
Miscellaneous.

A. Governing Law; Venue. All matters arising out of or relating to this Terms of Service shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Terms of Service or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

B. Force Majeure. PSIGEN will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond PSIGEN's reasonable control.

C. Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the most recent addresses set forth in the Order Documentation (or to such other address as may be designated by a party from time to time in accordance with this Section 14.C.

D. Entire Agreement. This Terms of Service, together with the Order Documentation, schedule of Third-Party Notices (below), and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and PSIGEN with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

E. No Third-Party Beneficiaries. This Terms of Service is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Terms of Service.

F. Amendment; Waiver. This Terms of Service may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Terms of Service, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Terms of Service shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

G. Severability. If any term or provision of this Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction

H. Interpretation. For purposes of this Terms of Service, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Terms of Service as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Terms of Service; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Terms of Service shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Documentation referred to herein shall be construed with, and as an integral part of, this Terms of Service to the same extent as if they were set forth verbatim herein. The headings in this Terms of Service are for reference only and do not affect the interpretation of this Terms of Service.

I. Definitions. Capitalized words not listed below are defined in-line within the Terms of Service.

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party where “control” means having more than fifty percent (50%) ownership or the right to direct the management of the entity.

“Documentation” means any manuals, documentation and other supporting materials related to the Service that PSIGEN provides or makes available to Licensee. Documentation is considered part of the Service.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“License Fees” means the license fees, including all taxes thereon, paid, or required to be paid, by Licensee for the license granted under this Terms of Service.

“License Key” means the data file used by the Service’s access control mechanism that allows you or Licensee to use, access, operate, and only if applicable, install the Service delivered by PSIGEN to Licensee.

“Order Documentation” means any order form, email, and/or other documentation submitted by or on behalf of Licensee and accepted by PSIGEN for Licensee’s purchase of the license for the Service granted under this Terms of Service and any related invoices issued by PSIGEN.

“Parties” means PSIGEN and Licensee collectively. Each may be referred to individually as a “Party”.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Service” means PSIGEN’s proprietary application “PSIsafe Share” and includes any applicable Documentation, Updates, and Upgrades related to the Service that PSIGEN makes available to Licensee.

“Subscription License” means the license assigned to each User to use, access, operate, and only if applicable, install the Service on Licensee’s behalf. Licensee may only assign a Subscription License to one User at a time (i.e., no concurrent licensing). Notwithstanding, Licensee may transfer Subscription Licenses from one User to another User in its discretion.

“Update” means new versions of the Service (including version patches) released by PSIGEN to the public that are solely for the purpose of correcting errors and fixing bugs.

“Upgrade” means new versions of the Service released by PSIGEN to the public that contain new features and/or functionality and are not solely for purposes of correcting errors and fixing software bugs; provided, that Upgrades do not include new applications, or new versions of applications, that PSIGEN (in its sole discretion) considers new products.

“User” means a single Person or machine that initiates the execution of the Service or interacts with or directs the Service in the performance of its functions on behalf of Licensee.

Third Party Notices

The Service may include the following third-party intellectual property:

Aspose
Azure.Identity
Azure.Storage.Blobs
Hangfire.AspNetCore
Hangfire.Core
Hangfire.MemoryStorage
MediaTypeMap.Core
Microsoft.AspNetCore.AzureAppServices.HostingStartup
Microsoft.Azure.AppConfiguration.AspNetCore
Microsoft.Extensions.Logging.Debug
Microsoft.Extensions.Logging.Log4Net.AspNetCore
Microsoft.VisualStudio.Web.CodeGeneration.Design
Newtonsoft.Json
refit
System.Data.SqlClient
Telerik.UI.for.AspNet.Core

Notice & License for: Aspose:

License: https://library.conholdate.app/view/k8RToWkW7YcyVO4kb/aspose_end-user-license-agreement_2020-06-10.pdf

Notice & License for:

Azure.Identity;
Azure.Storage.Blobs;
Microsoft.Azure.AppConfiguration.AspNetCore; and
System.Data.SqlClient:

License:

MIT License

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Notices & Licenses for:

Hangfire.AspNetCore; and
Hangfire.Core:

License:

Hangfire software is an open-source software that is multi-licensed under the terms of the licenses listed in this file. Recipients may choose the terms under which they are want to use or distribute the software, when all the preconditions of a chosen license are satisfied.

LGPL v3 License

---------------

This program is free software: you can redistribute it and/or modify it under the terms of the GNU Lesser General Public License as published by the Free Software Foundation, either version 3 of the License, or (at your option) any later version.

This program is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details.

Please see COPYING.LESSER and COPYING files for details.

Commercial License

------------------

Subject to the purchase of a corresponding subscription (please see https://www.hangfire.io/pricing/), you may distribute Hangfire under the terms of commercial license, that allows you to distribute private forks and modifications. Please see LICENSE_STANDARD and LICENSE_ROYALTYFREE files for details.

Notices & Licenses for:

Hangfire.MemoryStorage;
Microsoft.AspNetCore.AzureAppServices.HostingStartup;
Microsoft.Extensions.Logging.Debug;
Microsoft.Extensions.Logging.Log4Net.AspNetCore; and
Microsoft.VisualStudio.Web.CodeGeneration.Design:

License:

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.

You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.

See the License for the specific language governing permissions and limitations under the License

Notice & License for: MediaTypeMap.Core:

License:

The MIT License (MIT)

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Notice & License for: Newtonsoft.Json

License:

The MIT License (MIT)

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Notice & License for: refit:

License:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Notice & License for: Telerik.UI.for.AspNet.Core

License: https://www.telerik.com/purchase/license-agreement/kendo-ui

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PSIGEN Software, Inc. 7027 Old Madison Pike, NWSuite 108Huntsville, AL 35806

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PSIGEN Software, Inc.
7027 Old Madison Pike, NW
Suite 108
Huntsville, AL 35806