TERMS OF SERVICE
These Terms of Service (the "Terms of Service" or "Agreement") are a legal agreement between Personify, Inc. ("Personify" or "we" or "us" or "our") and you (“you” or “your”) governing your use of this website and all other Personify Sites (as such term is defined below in Section 1 of this Agreement) and of any and all Personify Products (as such term is defined below in Section 1).
BY ACCESSING AND CONTINUING TO USE THIS SITE, BY SELECTING THE "I AGREE" BUTTON BELOW OR IN ANY END USER LICENSE AGREEMENT, AND/OR BY DOWNLOADING, INSTALLING, OTHERWISE USING ANY ONE OR MORE OF THE PERSONIFY SITES OR THE PERSONIFY PRODUCTS AND/OR ANY UPDATES THERETO, YOU HEREBY AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PRESENTED TO YOU AS OF THE DATE OF YOUR FIRST USE OF THIS SITE OR OF ANY PERSONIFY SITE OR OF ANY PERSONIFY PRODUCT (THE “EFFECTIVE DATE”).
YOUR CONSENT TO THIS AGREEMENT INCLUDES, BUT IS NOT LIMITED TO, YOUR AGREEMENT TO: (A) JURISDICTION AND VENUE IN THE STATE OF CALIFORNIA FOR ANY CLAIM OR DISPUTE REGARDING THIS SITE OR ANY PERSONIFY SITE OR ANY PERSONIFY PRODUCTS OR THIS AGREEMENT, (B) THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND (C) PERSONIFY'S INFORMATION COLLECTION AND PRIVACY PRACTICES.
YOU CANNOT ACCEPT THESE TERMS OF SERVICE IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING AGREEMENT.
NO CHANGES (ADDITIONS OR DELETIONS) BY YOU TO THIS AGREEMENT WILL BE ACCEPTED BY PERSONIFY. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT USE THIS SITE OR ANY OF THE PERSONIFY SITES OR ANY OF THE PERSONIFY PRODUCTS. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.
You hereby agree to the following:
1. DEFINITIONS.In addition to all other defined terms in this Agreement, the following terms have the following meaning:
- "Buyer End User(s)" has the meaning set forth in Section 2.2.1 of this Agreement.
- “Personify Product(s)” means any and all of the downloadable products, mobile applications or services that are made available by Personify, including through any of the Personify Sites (as such term is defined below in this Section 1), the Google Play Store or the App Store.
- “Personify Site” or “Site” means the following websites owned by Personify: (a) https://personifyinc.com and (b) https://www.chromacam.me.
- “Subscriber” is a Buyer End User that agrees to a subscription for certain Personify Products pursuant to Section 6 of this Agreement.
- “User(s)” mean: (i) any and all users of any Personify Site; or (ii) any and all users of any Personify Products, including without limitation all Buyer End Users of all Personify Products.
2. GENERAL WEBSITE ACCESS RIGHT; PERSONIFY PRODUCT LICENSE; CONDITION OF USE
- General Access Right to a Personify Site. Subject to all of the terms and conditions of this Agreement, Personify hereby grants to each User of a Personify Site a non-exclusive, revocable, and limited right to access and use such Personify Site, provided that such access and use by such User is done in strict compliance with this Agreement and any other agreement that the User has entered into with Personify (collectively, the “ General Website Access Right”).
Personify Product License for Procured Personify Products.
The following additional terms have the following meanings:
- “Authorized Personnel” has the meaning set forth in Section 2.2.3 herein.
- “Buyer End User” is a party that purchases or otherwise procures any Personify Products, including without limitation any Subscriber (as such term is defined in Section 1 herein).
- “License Period” has the meaning set forth in Section 2.2.2 herein.
- “Procured Personify Product” is the particular Personify Product that the Buyer End User procured.
- “Product License” has the meaning set forth in Section 2.2.2 herein.
Subject to your strict compliance with all of the terms and conditions in this Agreement, including without limitation the other portions of this Section 2 and Section 3 herein, Personify grants to a Buyer End User (as defined above) a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferrable right and license to allow only the Buyer End User and its Authorized Personnel (as defined herein) to access and use the features and functionalities of the specific version of the Procured Personify Products that the Buyer End User initially procured, such use to be only for the License Period (as defined below) and only under all of the other restrictions, terms and conditions set forth in this Agreement (the "Product License"). The Product License for each particular Procured Personify Product is subject to the following additional terms and conditions:
- The “License Period” for a particular Procured Personify Product acquired by a Buyer End User shall either be a “trial” time period, a “monthly” time period, an “annual” time period or a “perpetual” time period depending on which option the Buyer End User pays for when acquiring the particular Procured Personify Product;
- The Product License for a “perpetual license” shall only apply to the specific version of the Procured Personify Product that the Buyer End User initially procured and to any upgrades or updates, including without limitation any bug fixes, that Personify thereafter makes commercially available for the particular version of the Buyer End User’s Procured Personify Product;
- The Product License for an “annual license” shall only apply to the specific version of the Procured Personify Product that the Buyer End User initially procured and to any upgrades or updates, including any bug fixes, that Personify makes commercially available during the twelve-month period of the annual license for the particular version of the Buyer End User’s Procured Personify Product;
- The Product License for a “monthly license” shall only apply to the specific version of the Procured Personify Product that the Buyer End User initially procured and to any upgrades or updates, including any bug fixes, that Personify makes commercially available during the one-month period of the monthly license for the particular version of the Buyer End User’s Procured Personify Product;
- You are consenting to be bound by all of the terms and conditions of the Product License and this Agreement by your use of the Procured Personify Products. The Procured Personify Products are made available for download solely for use by the Buyer End User and its Authorized Personnel and only according to the terms and conditions of the Product License and the other terms of this Agreement.
- Buyer End User shall restrict use of the Procured Personify Product solely to those employees or other authorized users of the Procured Personify Product who satisfy the following conditions (hereinafter “Authorized Personnel”): (i) have been given user credentials as agreed upon by Personify and Buyer End User, including without limitation being issued a user name and password or product activation code; and (ii) each such person must be in compliance with all of the terms and conditions of this Agreement. Buyer End User is responsible for all uses of the Procured Personify Product by its Authorized Personnel. Buyer End User is required to immediately notify Personify of each Authorized Personnel that Buyer End User no longer is giving access to the Procured Personify Product in order to allow Personify the ability to terminate any applicable user names, passwords, and/or product activation codes which may have been issued to that particular Authorized Personnel and/or to otherwise terminate the applicable Authorized Personnel’s access to the Procured Personify Product.
Buyer End User shall be solely responsible for:
- procuring, at its expense, the necessary environment at the Buyer End User’s location(s) to use the Procured Personify Product, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (“Systems”);
- keeping its user names, passwords, and product activation codes secret and confidential, and, for any communications or transactions that are made, using the same;
- changing its user names and passwords if it believes that the same has been stolen or might otherwise be misused;
- ensuring that each Authorized Personnel is aware of the material terms of this Agreement and that no person who is not an Authorized Personnel be allowed access to the Procured Personify Product;
- maintaining recommended information security tools, technologies, fire walls, antivirus, malicious software removal and detection software, etc. and to implement and maintain appropriate administrative, physical and technical safeguards to data from unauthorized access, use or alteration; and
- complying with all other laws, rules and regulations related to the Buyer End User’s and its Authorized Personnel use of its Systems.
- Any reproduction, resale or redistribution of the Personify Products that is not in accordance with the Product License or this Agreement is expressly prohibited, and may result in severe civil and criminal penalties. Personify is not transferring title to the Personify Products to you. The Product License may not be transferred by you to any third party and is non-exclusive. Personify reserves the right, in its sole discretion, to restrict, limit or prevent significant usage of any free or basic version of any Personify Products by any individual, entity or group of entities and/or to limit the features of such versions and/or to limit the length of time that such versions may be used.
- You acknowledge that the Personify Products are proprietary to Personify or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Therefore, you agree that you are only permitted to use the Personify Products as expressly authorized by Personify, the Product License and this Agreement. You may not remove any proprietary notices or labels from the Personify Products. You may copy the Personify Products for archival purposes only, provided any copy must contain all original proprietary notices. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any Personify Products to a human-readable form. You may not reproduce (except for archival purposes), distribute or create derivative works based on any Personify Products without expressly being authorized in writing to do so by Personify. Further, you may not rent, lease, grant a security interest in or otherwise transfer rights to any Personify Products. All rights not expressly granted in the Product License and this Agreement are reserved exclusively to Personify.
- The following additional terms have the following meanings:
3. ADDITIONAL USE RESTRICTIONS APPLICABLE TO ALL USERS.All Users agree to the following additional terms and conditions:
- ALL RIGHTS, TITLE AND INTEREST (INCLUDING WITHOUT LIMITATION ALL COPYRIGHTS AND ALL OTHER INTELLECTUAL PROPERTY RIGHTS) IN AND TO ALL PERSONIFY SITES AND ALL PERSONIFY PRODUCTS, INCLUDING WITHOUT LIMITATION ALL CONTENT OR INFORMATION MADE AVAILABLE IN OR THROUGH ANY PERSONIFY SITE OR ANY PERSONIFY PRODUCTS AND THE UNDERLYING SOFTWARE PROGRAM THAT OPERATES THE PERSONIFY PRODUCTS, ALONG WITH ALL GOODWILL ASSOCIATED THEREWITH (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PERSONIFY IP ASSETS”) SHALL AT ALL TIMES REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF PERSONIFY. BUYER END USER SHALL NOT IN ANY MANNER REPRESENT THAT IT HAS ACQUIRED ANY RIGHTS IN THE PERSONIFY IP ASSETS BEYOND OR IN ADDITION TO THE GENERAL WEBSITE ACCESS RIGHT EXPRESSLY GRANTED BY SECTION 2.1 OR THE PRODUCT LICENSE EXPRESSLY GRANTED BY SECTION 2.2 OF THIS AGREEMENT. EXCEPT AS SPECIFICALLY PERMITTED IN SECTIONS 2.1 OR 2.2 HEREIN, NO PORTION OF ANY SUCH PERSONIFY IP ASSETS (AS DEFINED ABOVE) OR ANY OTHER INFORMATION OR CONTENT CONTAINED THEREIN MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM PERSONIFY. YOU AND ANY OTHER VISITORS OR USERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY PERSONIFY IP ASSETS OR ANY OTHER MATERIAL FOUND THEREIN FOR ANY PUBLIC OR COMMERCIAL PURPOSE..
- ADDITIONAL RESTRICTIONS: By using any Personify Site or any Personify Products, you hereby agree that, unless otherwise expressly permitted by Personify in writing, you will not: (1) reproduce, republish, display, frame, download (except as expressly authorized herein), distribute, or transmit any portion of any Personify Site or any Personify Products; (2) redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to any portion of any Personify Site or any Personify Products; (3) modify or create any derivative works based on any Personify Site or any Personify Products, including without limitation, customization, translation, or localization; (4) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any Personify Site or any Personify Products, or the underlying ideas or algorithms of any Personify Site or any Personify Products (e.g., in an effort to develop other applications or services that provide similar or substitute or complimentary functionality to such Personify Products); (5) use any Personify Site or any Personify Products to develop other software or services; (6) use any Personify Site or any Personify Products to provide services to any third party on an application service provider or service bureau basis; (7) use any Personify Site or any Personify Products in any way that violates this Agreement or any law or interferes with or damages any Personify Site or any Personify Products; (8) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on any Personify Site or any Personify Products. ALL RIGHTS NOT EXPRESSLY GRANTED BY PERSONIFY IN THIS AGREEMENT ARE RESERVED.
- REGISTRATION: Except for access to the publicly-available portions of any Personify Site pursuant to the General Website Access Right set forth in Section 2.1 of this Agreement, for a User to fully use any of the Personify Products, you must register as a member by providing a valid email address and password and other registration information. You must provide complete and accurate registration information to Personify and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement. We reserve the right to refuse registration, or to terminate an account, at any time, for any reason.
- USER NAME: We encourage you to use your real name. If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
- ACCOUNT SECURITY: You are responsible for the confidentiality, security and use of your user identifications and/or passwords, and you are responsible for any loss or compromise of the foregoing information which may result in unauthorized access to your account by third parties and the loss or theft of any content, information or data held in your account or on the Personify Sites or any Personify Products. While Personify may provide certain encryption technologies and use other reasonable precautions to protect your content, information and data and provide suitable security, you are responsible for taking such steps that you deem adequate to maintain appropriate security, protection, deletion, and backup of any information or data held in your account or on the Personify Sites or any Personify Products. You are responsible for all activity that occurs under your account, including any activity by unauthorized users, and Personify shall not be liable for any loss, cost, expense or other liability arising out of any unauthorized access to your account by use of your user identification and/or password. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using any Personify Site or any Personify Products. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately at firstname.lastname@example.org.
6. SUBSCRIPTIONS AND PURCHASES OF PERSONIFY PRODUCTS; REFUND POLICY
- OPTIONS: We offer free trials to certain Personify Products. Once your free trial has expired, you have the option of subscribing on a monthly basis, and, for certain Personify Products, on an annual or perpetual basis. The above Product License shall govern your use of all Personify Products during any and all free trial periods.
- RENEWALS: By default, all subscriptions of Personify Products are set to automatically renew for the same period of time as the original subscription. All Subscribers may change this default setting during registration. You may decline to renew the subscription of a particular Personify Product at any time prior to the commencement of a renewal subscription of the applicable Personify Product. Personify reserves the right to deny subscriptions, renewals, and other purchases of any Personify Products for any reason.
- END OF SUBSCRIPTION: When your subscription of a Personify Product is not renewed and/or expires or is terminated, your Product License for that Personify Product shall expire and your account will be a candidate for deletion. All hosted content will be by default deleted in the ordinary course of business. You may download such content before the default action is taken.
- OTHER PURCHASES: Purchases of particular Personify Products or any other products and services through Personify may be subject to other terms and conditions that are presented to you at the time of purchase.
- UPDATES: At any time during your subscription, you may be required to download updates to the applicable Personify Product and enter into an updated version of this Agreement to be able to use the Personify Products.
- REFUNDS: The parties agree that if a User elects to upgrade its Product License (including without limitation, and only for illustration, upgrading to a perpetual license), the User will have seven (7) days to request a refund from Personify of the amount paid for such upgrade. Notwithstanding the foregoing, Personify has the right to modify, or issue new, refund policies and procedures related to all Users, including those set forth in this Section 6.6, by giving reasonable notice to Users. Users further acknowledge and agree that Personify has the right to post any modified or new refund policies and procedures on any of the Personify Sites or within the Personify Products and such posting shall constitute reasonable notice to all Users.
7. TERM AND TERMINATION; ACCOUNT DELETION
- The terms and conditions of this Agreement are effective with regard to a User’s General Website Access Right (as defined in Section 2.1 above) as of the Effective Date set forth above and shall continue for all time periods that the User exercises that General Website Access Right.
- In all other instances, this Agreement is effective on the earlier of: (i) the Effective Date set forth above; (ii) the date you first download or use any Personify Product; or (iii) the date of your acceptance of this Agreement or any applicable end user license agreement for a Personify Product by selecting the “I Accept” option presented on the screen after this Agreement or such end user license agreement is displayed, and, thereafter, this Agreement continues to be effective as long as you have an account with us. Subject to the Termination and Deletion terms below, subscription accounts will remain active until the end of the subscription term and any renewal term.
- ACCOUNT DELETION: You may delete your account at any time, subject to the Deletion and Refund terms herein.
- TERMINATION FOR BREACH: Personify may suspend, disable, or delete your account (or any part thereof), or block or remove any content you submitted, or terminate your Product License (as defined in Section 2.2), or terminate your General Website Access Right (as defined in Section 2.1), if Personify determines, in its sole and absolute discretion, that you have violated any provision of this Agreement (including without limitation any provision of the Product License) or that your conduct or content would tend to damage Personify's reputation and/or goodwill. If Personify deletes your account for the foregoing reasons, Personify reserves, in addition to any other right, the right to block you from the Personify Products and/or may block your email address and Internet protocol address to prevent further registration.
- EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses (including without limitation the General Website Access Right and the Product License) granted by Personify will terminate. This termination provision shall survive termination of this Agreement. In the event of account deletion for any reason, content that you submitted may no longer be available. Personify shall not be responsible for the loss of such content.
8. ADDITIONAL CONTENT RESTRICTIONS
You may not use any features or functionalities of the Personify Sites or the Personify Products, including without limitation uploading, posting, or transmitting for public viewing (collectively, "submit") any text, content, or other work (collectively, "content") that: Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); Contains sexually explicit content or pornography; Contains hateful, defamatory, harassing or discriminatory content or incites hatred against any individual or group; Exploits minors; Depicts unlawful acts or extreme violence; Depicts animal cruelty or extreme violence towards animals; Promotes fraudulent schemes, multi-level marketing schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; Distributes or uploads any virus or malicious software of any type; or Violates any applicable law.
9. LICENSES GRANTED BY YOU
As between you and Personify, you own all non-video and non-photographic content that you submit to or use through the Personify Sites or any Personify Product; provided, however, you grant Personify and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up license and right to use, copy, transmit, distribute, display, and make derivative works from your non-video and non-photographic content. If you make suggestions to Personify on improving or adding new features to the Personify Sites or any Personify Product ("Feedback"), you hereby grant Personify a worldwide, perpetual, royalty-free, fully paid-up right and license to use, copy, display, publicly perform or create derivate works of any such Feedback.
You hereby indemnify, defend, and hold harmless Personify and/or its parents, subsidiaries, affiliates, directors, employees, distributors, suppliers, agents or resellers, from and against all third party actions or claims that: (i) arise from or relate to your use of the Personify Sites or the Personify Products; (ii) asserts a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Personify, the Personify Sites or any Personify Product violates any law or infringes any third party right, including any intellectual property or privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with Personify in asserting any available defenses.
Personify reserves the right to modify any of the Personify Sites or the Personify Products. You are responsible for providing your own access (e.g., computer, camera, mobile device, Internet connection, etc.) to use the Personify Sites or the Personify Products. Personify has no obligation to screen or monitor any content and does not guarantee that any content available on the Personify Products or the Personify Sites complies with this Agreement or is suitable for all Users.
PERSONIFY PROVIDES THE PERSONIFY SITES AND PERSONIFY PRODUCTS ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU THEREFORE USE THE PERSONIFY SITES AND PERSONIFY PRODUCTS AT YOUR OWN RISK. PERSONIFY EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO:
- ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY APPLICABLE LAW;
- THAT ANY PERSONIFY SITE OR ANY PERSONIFY PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE;
- CONCERNING ANY CONTENT SUBMITTED BY ANY USER;
- CONCERNING ANY THIRD PARTY'S USE OF CONTENT THAT YOU SUBMIT;
- THAT ANY CONTENT YOU SUBMIT WILL BE MADE AVAILABLE ON THE PERSONIFY SITES OR ANY PERSONIFY PRODUCT, WILL BE STORED BY PERSONIFY OR WILL BE FREE OF ERRORS OR OMISSIONS
- THAT PERSONIFY WILL CONTINUE TO SUPPORT ANY PARTICULAR FEATURE OF THE PERSONIFY SITES ORANY PERSONIFY PRODUCTS.
- CONCERNING ANY UNAUTHORIZED ACCESS TO OR USE OF THE PERSONIFY SITES OR ANY PERSONIFY PRODUCT AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION, CONTENT OR DATA STORED ON THE PERSONIFY SITES OR ANY PERSONIFY PRODUCT; OR
- CONCERNING ANY LOSS OF YOUR INFORMATION, CONTENT OR DATA FROM THE PERSONITY SITES OR ANY PERSONIFY PRODUCT.
PERSONIFY MAKES NO REPRESENTATION, WARRANTY, COVENANT OR GUARANTY THAT THE PERSONIFY SITES OR ANY PERSONIFY PRODUCT WILL OPERATE OR PERFORM IF THE SAME IS NOT USED WITH THE SPECIFIC SOFTWARE, OPERATING SYSTEMS, SUBSYSTEMS, AND/OR PLATFORMS DESIGNED AND/OR APPROVED BY PERSONIFY FOR THE PERSONIFY SITES OR THAT PARTICULAR PERSONIFY PRODUCT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PERSONIFY DOES NOT REPRESENT, WARRANT, COVENANT OR GUARANTEE THAT:
YOUR VERSION OF THE PERSONIFY PRODUCT WILL BE COMPATIBLE, OR WILL CONTINUE TO OPERATE OR FUNCTION (IN WHOLE OR IN PART):
- WITH ANY UPGRADES, UPDATES OR NEW VERSIONS OF ANY THIRD PARTY SOFTWARE, OPERATING SYSTEMS, SUBSYSTEMS AND/OR PLATFORMS, INCLUDING WITHOUT LIMITATION APPLE’S IOS MOBILE OPERATING SYSTEMS OR APPLE’S MAC OPERATING SYSTEMS, OR ANY ANDROID OPERATING SYSTEMS, OR ANY OTHER COMPUTER OR MOBILE DEVICE OPERATING SYSTEMS (HEREINAFTER COLLECTIVELY REFERRED TO AS “THIRD PARTY PLATFORMS”); OR
- AFTER ANY OTHER CHANGES, MODIFICATIONS OR ENHANCEMENTS ARE MADE TO ANY SUCH THIRD PARTY PLATFORMS; AND
PERSONIFY WILL BE ABLE TO MAINTAIN OR OTHERWISE SUPPORT, IN WHOLE OR IN PART, YOUR VERSION OF THE PERSONIFY PRODUCT:
- IN THE EVENT ANY CHANGES, MODIFICATIONS OR ENHANCEMENTS ARE MADE TO ANY SUCH THIRD PARTY PLATFORMS; OR
- WITH ANY UPGRADES, UPDATES OR NEW VERSIONS OF ANY SUCH THIRD PARTY PLATFORMS.
In addition, Personify makes no representation, warranty or guaranty as to the reliability, timeliness, quality or availability of the Personify Sites or the Personify Products. Without limiting the foregoing, Personify makes no representations or warranties regarding any of the following: That the Personify Sites or the Personify Products will be uninterrupted or error-free or operate in combination with any other hardware, software, system or data, concerning any content submitted by any member, concerning any third party's use of content that you submit or otherwise; That the Personify Sites or the Personify Products will meet your requirements or expectations; That any content you submit will be made available on the Personify Sites or any Personify Product or will be stored by Personify; That any stored data will be accurate or reliable; That errors or defects will be corrected; That the Personify Sites orany Personify Product or the servers that make the Personify Sites or the Personify Products available are free of viruses or other harmful components; or That Personify will continue to support any particular feature of the Personify Sites or the Personify Products.
TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE PERSONIFY SITES ORTHE PERSONIFY PRODUCTS, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
The Personify Sites and the Personify Products are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Personify Sites orthe Personify Products could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, Personify and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
- GENERAL DISCLAIMER
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW: (I) PERSONIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE PERSONIFY SITES ORTHE PERSONIFY PRODUCTS, INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, REVENUE, PROFITS, DATA, USE OR OTHER ECONOMIC ADVANTAGE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE PERSONIFY SITES OR THE PERSONIFY PRODUCTS, ANY UNAUTHORIZED ACCESS TO OR USE OF THE PERSONIFY SITES OR THE PERSONIFY PRODUCTS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION, CONTENT OR DATA STORED ON THE PERSONIFY SITES OR THE PERSONIFY PRODUCTS, ANY DELETION, DESTRUCTION, DAMAGE, FAILURE TO STORE OR LOSS OF YOUR INFORMATION, CONTENT OR DATA FROM THE PERSONIFY SITES OR THE PERSONIFY PRODUCTS, ANY ERRORS OR OMISSIONS IN ANY OF YOUR INFORMATION, CONTENT OR DATA, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PERSONIFY SITES OR THE PERSONIFY PRODUCTS OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED; AND (II) PERSONIFY'S TOTAL LIABILITY TO YOU SHALL NOT EXCEED: (A) WITH REGARD TO THE HOLDER OF A PERPETUAL LICENSE, THE AMOUNT OF THE INITIAL LICENSE FEE ACTUALLY PAID BY YOU TO PERSONIFY; (B) WITH REGARD TO THE HOLDER OF AN ANNUAL LICENSE, THE AMOUNT OF THE ANNUAL LICENSE FEE ACTUALLY PAID BY YOU TO PERSONIFY; AND (C) FOR ANY OTHER USERS, THE AMOUNTS ACTUALLY PAID BY YOU TO PERSONIFY OVER THE ONE MONTH PERIOD IMMEDIATELY PRECEDING YOUR CLAIM(S).
13. GENERAL PROVISIONS
- GOVERNING LAW; VENUE: Except to the extent applicable law, if any, provides otherwise, the laws of the State of California, excluding its conflicts-of-law rules, shall govern this Agreement and your use of the Personify Sites and Personify Products. You expressly agree that exclusive jurisdiction for any claim or dispute arising from your use of any Personify Site or the Personify Products or under this Agreement, resides in the federal and state courts of the State of California and you consent to the personal jurisdiction thereof. The foregoing provision may not apply to you depending on the laws of your jurisdiction.
- INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, then such term shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable term, with all other provisions remaining in full force and effect. No failure or delay by Personify in exercising any right hereunder will waive any further exercise of that right. Personify’s rights and remedies hereunder are cumulative and not exclusive.
- SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Personify's prior written consent. No third party shall have any rights hereunder.
NOTICES: You consent to receive all
communications including notices, agreements, disclosures, or other information
from Personify electronically. Personify may provide all such communications by
email, by posting them on a Personify Product or on a Personify Site. Such
notice shall be deemed to have been given upon the expiration of twenty-four
(24) hours after sending such email or posting such notice. For support-related
inquiries, you may send an email to email@example.com.
You may send notices of a legal nature to Personify at
firstname.lastname@example.org or the
Personify, Inc., 1551 McCarthy Boulevard, STE 115, Milpitas, CA, 95035 USA
Nothing herein shall limit Personify's right to object to subpoenas, claims, or other demands.
- MODIFICATION: Personify reserves the right to modify this Agreement at any time, effective upon posting of an updated version of this Agreement on a Personify Site or within a Personify Product. You are responsible for regularly reviewing this Agreement. Continued use of the Personify Sites or any Personify Products after any such changes will constitute your consent to such changes.