Subscription Terms & Conditions

Last updated March 26, 2024

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TERMS AND CONDITIONS

  1. SUBSCRIPTION AND SUPPORT
    1. Subject to the terms of this Agreement, piiq will use commercially reasonable efforts to provide Customer the Subscription, including access, maintenance and related software as a service. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Platform account.  Customer will be responsible for maintaining the confidentiality of such password(s) and will permit only authorized users of the Subscription of the Customer to access the Platform. piiq reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
    2. Subject to the terms hereof, piiq will provide Customer with reasonable technical support services in accordance with piiq’s standard practice, including any applicable updates, upgrades or revisions to the Platform.
  2. RESTRICTIONS AND RESPONSIBILITIES
    1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription or any software, documentation or data related to the Platform (collectively, “Software”); modify, translate, or create derivative works based on the Subscription or any Software (except to the extent expressly permitted by piiq); or remove any proprietary notices or labels.  
    2. Customer represents, covenants, and warrants that Customer will not transmit, re-transmit or store materials on or through the Platform or the Subscription that are harmful to the Platform or Software, or in violation of piiq’s policies as published on the Platform or any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. Customer hereby agrees to indemnify and hold harmless piiq against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Subscription. Although piiq has no obligation to monitor Customer’s use of the Subscription, piiq may do so and may prohibit any use of the Subscription it believes may be (or alleged to be) in violation of the foregoing.
    3. The Customer is not permitted to use the Platform or the Subscription, nor will Customer disassemble, decompile or otherwise attempt to discern the source code of the Platform or Software. Customer agrees that, except without piiq express written consent, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer’s rights or licenses to access the Platform or the Subscription. 
  3. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. Customer understands that piiq has disclosed or may disclose business, technical or financial information relating to piiq’s business (hereinafter referred to as “Proprietary Information” of piiq).  Proprietary Information of piiq includes non-public information regarding features, functionality and performance of the Platform or Software.  Customer agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  piiq agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that Customer can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from piiq, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of piiq or (e) is required to be disclosed by law.  
    2. piiq shall own and retain all right, title and interest in and to (a) the Platform, the Subscription and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Subscription, and (c) all intellectual property rights related to any of the foregoing.  With respect to the content or other materials derived from any Software that Customer uploads to the Platform (collectively, the “Customer Content”), piiq shall own all right and title in and to such Customer Content, including, without limitation, all copyrights and rights of publicity contained therein.    
    3. Notwithstanding anything to the contrary, piiq shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Subscription and related systems and technologies (including, without limitation, Customer Content and data derived therefrom), and piiq will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Platform and/or Software and for other development, diagnostic and corrective purposes in connection with the Platform and/or Software, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  No rights or licenses are granted except as expressly set forth herein.   
  4. PAYMENT OF FEES
    1. Customer will pay piiq the then applicable fees described in the Order Form and subject to the term therein (the “Fees”).  If Customer’s use of the Subscription requires the payment of additional fees (per the terms of the Order Form), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  piiq reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that piiq has billed Customer incorrectly, Customer must contact piiq no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Customer’s contact at piiq.
    2. piiq may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by piiq thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the Subscription other than U.S. taxes based on piiq’s net income. 
    3. If Customer requires piiq to use a third-party payment or software platform as a condition of receiving payment, piiq reserves the right to charge Customer for any costs associated with usage of such platform.
    4. If Customer remits payment(s) for an amount greater than the amount charged by piiq, piiq will issue a credit to the Customer for the overpaid amount to be applied towards future invoices. A $100 per check processing fee applies to any refunds for overpaid amounts.
  5. TERM AND TERMINATION
    1. Subject to earlier termination as provided below, this Agreement is for the Initial Subscription Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
    2. In addition to any other remedies it may have, piiq may terminate this Agreement for convenience upon fifteen (15) days’ notice (or without notice in the case of nonpayment) to Customer.  If Customer and piiq have agreed to a minimum monthly term in the Subscription Order Form, Customer shall have the right to terminate this Agreement for convenience upon thirty (30) days’ notice to piiq following the expiration of such minimum monthly term.  For the avoidance of doubt, if no minimum monthly term is specified, Customer does not have the right to terminate this Agreement until the end of the then-current term.
    3. Upon termination of this Agreement, Customer will pay in full for the Subscription up to and including the last day on which the Subscription is provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 
  6. WARRANTY AND DISCLAIMER

piiq shall use reasonable efforts consistent with prevailing industry standards to maintain the Subscription in a manner which minimizes errors and interruptions in the Subscription.  The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by piiq or by third-party providers, or because of other causes beyond piiq’s reasonable control, but piiq shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, PIIQ DOES NOT WARRANT THAT THE SUBSCRIPTION OR THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SUBSCRIPTION OR THE PLATFORM.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SUBSCRIPTION AND THE PLATFORM ARE PROVIDED “AS IS” AND PIIQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  1. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, PIIQ AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND PIIQ’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO PIIQ FOR THE SUBSCRIPTION UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 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 waivers and 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 Customer does not have any authority of any kind to bind piiq in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and the day after it is sent, if sent for next day delivery by recognized overnight delivery service.  This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.

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