This Plumaz Enterprise Online Platform Agreement (the “Agreement”) is entered into by and between Plumaz LLC, a Florida Limited Liability Company, (“Plumaz”, “We”, “Us”) and the entity agreeing to these terms (“Customer”, “You”, “Your”). This Agreement is effective as of the date you click the “I Accept” button below or, if applicable, the date the Agreement is countersigned on the Exhibit A (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or the applicable entity to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the party that you represent to this Agreement.
This Agreement governs Your access to and use of the Plumaz Enterprise Online Platform (“Platform”). You may not access the Platform if You are Plumaz’s direct competitor, except with Plumaz’s prior written authorization. In addition, You may not access the Platform for purposes of monitoring its features, functionalities, availability, or any other benchmarking or competitive purposes.
Plumaz reserves the right to modify this Agreement with notice. In such case, We will inform You in writing and post the ammended Agreement 15 days after the notification on http://www.plumaz.com/terms and indicate at the top of the page the date the Agreement was last revised. Your continued usage of the Platform constitutes Your acceptance of the terms of this Agreement. Violation of any term of this Agreement by You may result in termination of Your account
1. Plumaz Enterprise Platform (“Platform”). Plumaz provides a place for registered users ("Users") to generate, publish content and rate, comment, and share such content ("Services") with others in their organization (an “Organization”) in real time via a secured web-based interface. For clarification purposes a Customer may have one or more Organizations within the Platform. Plumaz grants permission to use the Platform as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Platform in any medium; (ii) you will not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.
2. License Grant. Subject to the terms and conditions of this Agreement, You are hereby granted a non-exclusive, limited license to use the Platform. Plumaz reserves all rights not expressly granted herein in the Services and Platform. Unless the Parties have agreed otherwise, this license will remain in effect for the term of this Agreement. Upon its termination, so will the license We have granted.
3. Our Proprietary Rights. Except for your User Content, the Services and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Plumaz Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Plumaz and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Platform. Use of the Plumaz Content or materials on the Platform for any purpose not expressly permitted by this Agreement is strictly prohibited.
4. Platform Availability. We will use commercially reasonable efforts to make the Platform and Your content available to You 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 6:00 a.m. Monday Eastern time), and (b) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.
Please refer to Our signed Service Level Agreement ("SLA"), for specific provisions regarding Platform availability as agreed by both Parties.
5. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as You expressly permit in writing.
In relation to any Personal Information that You provide or make available to Us, We will (a) process the information only in accordance with Your lawful instructions, (b) take appropriate technical and organizational measures against unauthorized or unlawful processing of the information and against accidental loss or destruction of or damage to the information, (c) not disclose such personal data to any party who carries on business outside the European Economic Area, (d) cooperate fully with You to enable You to adequately discharge Your responsibility as a data controller under the Data Protection Act 1998 (and any subsequent amendments thereto or re-enactments thereof) including assisting You with data subject access request, and (e) on Your request allow You to audit Our compliance with this clause.
You agree that any User Content that Users post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. You understand that publishing User Content on the Platform is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Services in a manner that sends more request messages to the Platform servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser or mobile device. You agree not to collect or harvest any personally identifiable information, including account names, from the Platform nor to use the communication systems provided by the Platform for any commercial solicitation purposes. You agree not to use any portion of the Platform as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.
7. User Removal. Users may be disallowed to access the Platform at Your sole discretion. You must send written request to Plumaz specifying the Users to be disabled from the Platform. Once a User is removed from an Organization, that User Content remains on the Platform and continues to be the sole property of the Customer.
9. Security. We have implemented commercially reasonable technical and organizational measures designed to secure Your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at Your own risk.
10. Invoicing and Terms of Payment. You will provide Us with a valid and updated credit card information or, if otherwise agreed, We will invoice You for the Platform use. If You provide credit card information to Us, You authorize Us to charge such credit card for the Platform use. Charges to Your credit card will be made on the first day of the month following the one in which the Services were received. You shall be solely responsible for the payment of, and shall pay when due and indemnify Plumaz against all applicable federal and state taxes, and payments to Plumaz under this Agreement (except for taxes assessed on Plumaz's net income).
11. Representations and Warranties. Both Plumaz and Customer (each a Party and collectively Parties) hereby represent and warrant to the other Party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such Party; (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations; and (d) it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws.
12. Indemnification. Each Party agrees to indemnify and hold the other Party and its affiliates harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees (“Claims”), arising out of the breach of the representations, warranties and covenants made by such Party herein, or out of such Party’s gross negligence or willful misconduct.
13. Limitation of Liability and Damages. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CLIENT TO PLUMAZ HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
14. Cancellation. You may cancel Your account online through Your account interface, if online cancellation functionality is available, or, if not available, with 15 business days’ prior written notice to Plumaz, including without limitation electronic mail to firstname.lastname@example.org. In the event of any termination, (a) You will remain liable for any amounts due under this Agreement (adjusted on a pro rata basis, if applicable) and (b) Plumaz will return all User Content to You and will destroy all Your User Content.
15. Miscellaneous. Plumaz and Customer are independent contractors, and neither Plumaz nor Customer is an agent, representative, employer, employee, or partner of the other. This Agreement sets forth the entire agreement between both Parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law. Any notices under this Agreement shall be sent to the address set forth in each Party’s signature block in this Agreement (or such other address as notified by a Party in writing pursuant to this clause) US mail or nationally recognized express delivery service and deemed given upon receipt, or by email to the appropriate contact. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party. If any provision contained in this Agreement is determined to be unenforceable in any respect, then such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.
16. Waiver Of Trial By Jury. As an inducement for Plumaz to enter into this agreement with Customer, both Parties agree that in any action or proceeding brought by either Party against the other on any matter whatsoever arising out of, or by virtue of the terms of this agreement, Plumaz and Customer shall, and do hereby, absolutely, and unconditionally waive trial by jury.
17. Jurisdiction; Venue. The terms of this Agreement shall be construed in accordance with the laws of the State of Florida and any proceeding arising in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in a court of competent jurisdiction situated in Miami-Dade County, Florida.