These terms and conditions (“Agreement”) govern the access and use of the IntellipurSM Online System Software (the “Software”) and its respective features, databases, data, compilations of data and documentation (collectively, the “Software”) provided by Purfresh at www.intellipur.com (the “Site”). Access and use of this Site and the Software is intended for persons eighteen (18) years of age or older. By clicking on the “I accept these terms and conditions” button at the bottom of the page and proceeding, you agree to be bound by these terms of access and use of the Software at all times. Do not proceed to access and use the Software if at any time you do not agree to these Terms and Conditions.
Subject to the terms and conditions of this Agreement, Purfresh grants to you a non-exclusive, non-transferable, limited, personal right and license to access and use the Site and Software as made available by Purfresh at the Site and for no other purpose. You acknowledge and understand that unless you enter into a prepaid subscription agreement for access and use of the Software, your license to access and use of the Site and Software is restricted and limited to only those features and functions provided at no charge. All rights not herein expressly granted to you are hereby expressly reserved to Purfresh. No right, title or interest to any trademark, service mark, trade name or domain name of Purfresh is granted under this Agreement.
To access and use the Software, you must either establish an account via online registration providing a unique user name and password and other information (“Registration Information”) or enter into a prepaid Subscription Agreement. When submitting Registration Information or entering into a prepaid Subscription Agreement, you agree to:
1. Provide a user name that is personal to you and not a known user name of another person;
2. Provide current, accurate and complete Registration Information;
3. Keep your Registration Information current and accurate;
4. Keep your password to yourself and not share it with anyone else;
5. Accept full responsibility for any and all use of your account;
6. Immediately notify us of any disclosure or use of your user name or password that is not authorized by this Agreement and to change your password to stop any such further use;
7. NOT register for more than one account;
8. NOT create accounts by any automated means, which are hereby expressly prohibited;
9. NOT use an account, the Site or the Software for any purpose other than the purpose for which it was created and intended to be used by Purfresh;
10. NOT use an account, the Site or the Software for any unlawful purpose; and
11. NOT use an account, the Site or the Software for any commercial purpose except as may be expressly permitted by this Agreement.
Purfresh reserves the right to change the terms and conditions of this Agreement without prior notice to you. You are responsible for reviewing the terms and conditions of this Agreement each time you access and use the Software. Your continued use of the Software constitutes your agreement to the then current terms and conditions.
You agree that you will keep your personal password confidential and not allow any other person to use your personal username and password to access the Software. You agree to immediately notify Purfresh of any suspected disclosure of your personal password to an unauthorized person.
G. Third Party Sites, Contents and Transactions
The Site may contain links to other web sites ("Third Party Sites") and content or materials originating from third parties ("Third Party Content"). Such links (“Third Party Links”) are provided as a convenience to our users of the Site only and do not imply approval or endorsement or any sponsorship or affiliation. Your use of Third Party Links, Third Party Sites and Third Party Content is entirely at your own risk. Purfresh is not responsible for Third Party Links, Third Party Sites or Third Party Content. This agreement no longer applies after you leave our Site.
In addition, Purfresh may run third party advertisements and promotions on the Site for third party services and/or products. If you enter into correspondence or engage in commercial transactions with third parties in connection with your use of the Site, such activity is solely between you and the applicable third party. Any terms, conditions, warranties or representations related to such activity are solely between you and the relevant third party. Purfresh shall have no liability, obligation or responsibility for the result of any third party activity or the result of third-party advertisements on our Site. You acknowledge and agree that Purfresh is not responsible or liable for any action or inaction of any third party to a transaction, including, but not limited, any third party’s failure to perform, to pay any amounts due, or to deliver any merchandise or services as promised, or for any claim or liability arising from or related to any third-party transaction.
You agree not to directly or indirectly: (i) redistribute, encumber, sell, rent, lease, lend, sub-lease, sublicense or otherwise transfer the Software, or the right to access and use the Software, to any third party without the express written consent of Purfresh; (ii) remove or obscure Purfresh's copyright, trademark and other proprietary rights notices, legends, symbols or labels; (iii) alter, modify, decompile, disassemble, create any derivative works of the Software, including customization, translation or localization, or reverse engineer or otherwise attempt to derive the source code for the Software (except as expressly permitted by local law); (iv) utilize the Software in connection with any service bureau or time-sharing system or to provide processing services for any third party; (v) allow any other person to access and use this Software via a LAN, WAN or other network of computers; (vi) use the Software or its aggregated data for the development of or in connection with a software application or service that has the same or substantially similar features and/or function to the Software; and (vii) use the Software for any unlawful purpose.
The Site and the Software and its databases and compilations of aggregated data, all copies thereof, and associated trademarks are protected under United States Copyright Law, International Treaty, trade secret, trademark and other applicable laws. You agree not to copy, reproduce, publicly distribute, transmit or display the Site and/or Software, or all or substantially all of the content of any database without the express written consent of Purfresh.
You acknowledge and agree that Purfresh and its licensors (as applicable) are and shall remain the sole owner of all rights, title and interest in and to the Site and Software, all data created and/or collected through the use of the Site and/or Software, all derivatives thereof and all intellectual property rights related or pertaining to the aforesaid, including without limitation, all copyrights and inventions (whether patentable nor not), even if you should provide data, suggestions, ideas, concepts, inventions, works of authorship, improvements or other intellectual property as a result of your use of the Site and/or Software. You further agree that you will not make any claim for, and do hereby expressly waive and release any right to, an accounting, compensation or other consideration of any kind arising from or related to any participation by you in the use, modification or improvement of the Site and/or Software.
K. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE, SOFTWARE, DATA AND INFORMATION ACCESSIBLE THROUGH THE USE OF THE SITE AND/OR SOFTWARE ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. PURFRESH EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Use of the Site and/or Software and its content, data, information and documentation is at your sole risk. You acknowledge that the Software, technology and techniques for monitoring environmental conditions may differ from those employed by third parties. Purfresh expressly disclaims any representation or warranty that the Software is suitable for use to determine or verify the accuracy of third party data. Therefore, you agree not to use or rely upon the Software to determine the accuracy or inaccuracy of third party data.
L. Limitation of Liability
EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL PURFRESH, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE AND/OR ITS CONTENTS BE LIABLE TO YOU FOR ANY PERSONAL INJURY OR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA OR PROPERTY) ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR THE USE, RELIANCE ON OR TRANSFER OF ANY PROPERTY, SOFTWARE, INFORMATION OR DATA PROVIDED OR MADE ACCESSIBLE UNDER THIS AGREEMENT, EVEN IF PURFRESH OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES.
You agree to indemnify and hold harmless Purfresh, its officers, directors, employees, representatives, successors and assigns from and against any claims, actions, demands, liabilities, settlements and damages including without limitation, reasonable attorneys’ fees and costs, arising from or related to your violation of this Agreement.
N. U.S. Government Restricted Rights
If the Software is being accessed for use by or on behalf of the U.S. Government or by a U.S. Government contractor (at any tier), then the Government’s rights in the Software and governing documentation will be only as set forth in this Agreement, in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions), as applicable. Unpublished rights are reserved under the Copyright laws of the United States. Purfresh, 3858 Bay Center Place, Hayward, California 94545.
O. End Users Outside the US
If you are located outside the jurisdiction of the U.S., then the provisions of this Section shall apply to you: (i) this Agreement and all related documentation shall be in the English language (LES PARTIES AUX PRESENTES CONFIRMENT LEUR VOLONTE QUE CETTE CONVENTION DE MEME QUE TOUS LES DOCUMENTS Y COMPRIS TOUT AVIS QUI S'Y RATTACHE, SOIENT REDIGES EN LANGUE ANGLAISE); and (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this Agreement and license valid and enforceable.
You agree to comply with all export and import laws and restrictions and regulations of the United States and foreign countries, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary authorizations. Neither the Software nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) to Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, Syria or any other country subject to a U.S. trade sanctions or embargo, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to any named party or individual on the U.S. Department of Treasury, Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and/or the U.S. Department of Commerce, Bureau of Industry and Security Denied Persons List or Entity List. By using the Software, Licensee agrees to the foregoing and represents and warrants that it is not located within an embargoed jurisdiction and is otherwise in compliance with these conditions.
a. For registered users without a prepaid subscription agreement, Purfresh reserves the right to suspend and/or terminate access and use of the Site, the Software and this Agreement, in whole or in part, at any time with or without notice.
b. For users with a prepaid subscription, Purfresh may immediately suspend your access and use of the Site and/or the Software upon discovery of a material breach by you (or your employer, if applicable) and terminate your access and use of the Site, the Sofware and this Agreement concurrently with the termination of the subscription agreement (in accordance with its terms). The provisions of Sections I, J, K, L, M and R shall survive the termination of this Agreement.
This Agreement is will be governed by the laws of the State of California without application of conflict of laws principles. The United Nations Convention in the International Sale of Goods shall not apply to this Agreement is hereby expressly excluded. Should any provision of this Agreement be deemed invalid or unenforceable, the remaining portions shall remain valid and enforceable in accordance with the original intentions of the parties. The prevailing party in any action or proceeding to enforce the terms of this Agreement shall be entitled to an award of its reasonable attorneys’ fees and costs. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof. With the exception of any applicable Intellipur Subscription, all previous and collateral agreements, representations, promises, and conditions relating to the subject matter of this Agreement are superseded by this Agreement. In the event of any conflict between this Agreement and any applicable Intellipur Subscription, the terms and conditions of this Agreement shall govern the access to and use of this Software. This Agreement may not be modified or amended except in writing signed by a duly authorized officer of Purfresh. No provision of this Agreement may be waived except in writing signed by the party to be charged. No waiver of any default or violation shall constitute a waiver of any subsequent default or violation of the same or other provision. All notices and approvals given under this Agreement must be in writing and delivered in person, or by first class mail, express mail, facsimile with confirmation of transmission, or email with return acknowledgment. Notice provided in accordance with this Section will be deemed given when received. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. This Agreement and the rights granted hereunder may not be assigned without the express written consent of Purfresh. The section headings of this Agreement are provided for purposes of convenience only and shall be of no effect in the interpretation or meaning of any provision.