PERKVILLE USER AGREEMENT

Effective Date: This User Agreement is effective upon acceptance for those users who accept it through use of Perkville’s service or registration of a Perkville account, and from June 15, 2018 for existing users.

ACCEPTANCE OF USER AGREEMENT

This User Agreement, the Perkville Privacy Policy (incorporated herein by reference), and all policies posted on our website sets out the terms on which Perkville offers its Users and Businesses access to and use of our Services. Please read this User Agreement carefully before you start to use the Service. By using the Service, you accept and agree to be bound and abide by this User Agreement and our Privacy Policy. If you do not want to agree to this User Agreement and our Privacy Policy, you must not access or use the Service. "We", "us", "our", and "Perkville" refer to Perkville, Inc., a Delaware corporation. "You" and "Your" refer to you, a User of Perkville. "Business" is a business that is using the Services. A "User" is any person or entity (including a Business) who browses, accesses, scrapes, crawls or in any way uses Perkville and the Services.

CHANGES TO THIS USER AGREEMENT

We may revise and update this User Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter (except with respect to Businesses as set forth under “General” below). Your continued use of the Service following the posting of revised User Agreement means that you accept and agree to the changes. You are expected to check this page frequently and each time you access this Service so you are aware of any changes, as they are binding on you.

DEFINITIONS
  • "Business-Specified Terms" are the Businesses’ terms and conditions for their Reward Program and/or their Offers on the Service.
  • "Contact information" includes a person's or Business' email addresses, phone number, physical address, Facebook profile, Twitter handle, or other online ID.
  • "Content" includes text, audio, video, images, photos and all other forms of data communication, including information provided when referring a person to the Service, the Business, or an Offer.
  • "Customer" is a person that is a customer of a Business on Perkville or a prospective customer of a Business on Perkville (i.e., referred individuals).
  • "Employee" means an employee, independent contractor working on behalf of Business or other agent or representative of Business that has (i) been assigned to access and use the Services, and (ii) registered online to access and use the Services.
  • "Expiration Date" is the date on a Voucher that such voucher expires.
  • "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
  • "Messages" include emails, text messages, push notifications or other communications originating from Perkville.
  • "Reward Program" includes all aspects of a Business's reward system on the Services including the Business's terms for how Customers earn and redeem points and Business's granting and redeeming of Customers' points.
  • "Voucher" is the printed or electronic voucher obtained by either redeeming points or claiming an Offer.
USER AND BUSINESS ACCOUNTS

Perkville will place a cookie on any computer from which you login to Perkville. When you revisit Perkville, this cookie will enable us to recognize you as the account holder and provide you with direct access to your account without you having to retype your password. To prevent someone else from accessing your account on a computer that you use, you agree to exit from your account at the end of each session if you expect someone else to use the computer from which you logged into Perkville.

You agree to immediately notify Perkville of any unauthorized use of your password or account or any other breach of security. You agree that Perkville cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

REWARD PROGRAM PARTICIPATION

Users acknowledge and agree that, to the extent permitted by applicable law:

  • Businesses reserve the right, at their sole discretion, to modify, add, or remove any portion of their Reward Program, in whole or in part, at any time.
  • Businesses may change, suspend, or discontinue any aspect of their Reward Program at any time or terminate it at any time. Businesses may, at their sole discretion, cancel your membership in their Reward Program at any time.
  • Businesses, in their sole discretion, may determine that certain services or items are not eligible for point accumulation. Businesses may change their list without notice.
  • Businesses are not responsible for any unredeemed points or any points which are lost.
  • Businesses make no warranties and disclaim all responsibility and liability for the completeness, accuracy, availability and timeliness of their Reward Program.
  • User will not hold Perkville responsible for the behavior of any Businesses utilizing the Services.
  • Reward Programs on Perkville are provided by Businesses "AS IS". To the fullest extent permissible by applicable law, Businesses make no representation or warranties of any kind whatsoever for their Reward Program on the Service unless otherwise stated by the Business. Businesses assume no responsibility and shall not be liable for any damages resulting from use of their Reward Program and any items obtained through their Reward Program. Businesses shall not be liable for any failure of their Reward Program which results from acts or events beyond Businesses' reasonable control.
  • In no event shall Businesses be liable for any direct, indirect, special, punitive, consequential or other damages arising out of Users use of any Reward Program.
  • Businesses' failure to enforce any right or provision of this User Agreement or any Business-Specific Terms will not be deemed a waiver of any such right or provision.
User Responsibility for Offers

Perkville enables Businesses to market Offers and Users to claim Offers, on our Services.

Claiming an Offer

When you claim an Offer you are also agreeing to the Business-Specified Terms for such Offer.

Ineligible Claims of Offers

Some Offers are provided for a specific User or type of User (e.g., a User that has not purchased from the Business before) as specified in the Offer. Any attempt to claim an Offer that you are ineligible for will void your Offer. This includes attempting to claim an Offer using a false account or someone else's account. The Business will determine whether any claim for an Offer indicates a violation of he Business-Specified Terms or this User Agreement.

Voucher Terms

The following additional terms apply to all Vouchers obtained through Perkville.

  • By generating a Voucher either by claiming an Offer or redeeming points on the Services, a User acquires the right to use the corresponding Voucher issued by the participating Business according to its Business-Specified Terms and this User Agreement. Whether you choose to redeem the Voucher is within your sole control and at your sole discretion.
  • User agrees that no cash back or credit will be issued for partial redemption of the Voucher, except as required by applicable law.
  • Vouchers cannot be combined with any other offers unless otherwise noted in the Business-Specified Terms.
  • If the Expiration Date of a Voucher is prohibited under the law of the jurisdiction of the Business location, then the Voucher will expire as early as is allowed under the law of the respective jurisdiction of the Business location.
ACCESS AND USE OF THE SERVICES

Perkville grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of time while your Perkville account is active, your payment obligations, if any, to Perkville are met, and only for the purposes described by in this Agreement. Perkville is protected by trade secret and other intellectual property laws. You are only granted the right to use the Services in accordance with this User Agreement and all rights, including, but not limited to, ownership of and Intellectual Property Rights in the Services remain the exclusive property of Perkville and its licensors.

You acknowledge and agree that Perkville does not monitor or police communications or data transmitted through the Services and that Perkville shall not be responsible for the content of any such communications or transmissions. You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others and shall abide by this User Agreement and the Privacy Policy (the terms of which are incorporated herein by reference).

In connection with using or accessing the Services you represent, warrant, and covenant to Perkville that:

  • you are of legal age to form a binding contract with Perkville,
  • you have full power and authority to enter into this User Agreement and any applicable Business-Specified Terms,
  • if you represent a Business on the Services, you are an authorized representative of the Business,
  • you are not a person barred from receiving Services under the laws of the United States or other applicable jurisdiction,
  • you are not a competitor of Perkville,
  • you have not been removed or suspended from using or accessing the Services,
  • you do not and will not have more than one User account at any given point in time,
  • you have provided and will maintain true, accurate, current and complete information about yourself, if applicable, the Business you represent,
  • you are responsible for maintaining the confidentiality of your account password,
  • you are responsible for all activities that occur in connection with your account,
  • you agree to notify us immediately of any unauthorized use of your account,
  • you are not impersonating and will not impersonate someone else,
  • you are not creating and will not create multiple Perkville accounts or business accounts for the same business,
  • you are not and will not breach or circumvent any laws, third party rights or our systems or Perkville terms and policies,
  • you will not violate the law in any way including storing, publishing or sharing material that is fraudulent, defamatory, libelous, false, inaccurate, misleading, unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred, or that violates the privacy rights or infringes the rights of others,
  • you will not post, list or upload content or items in inappropriate categories or areas on our site,
  • you will not refer anyone’s contact information (including name, email and phone number) to the Service or a Business without the prior written authorization of such person,
  • you will not interfere with any other Business’s offerings,
  • you will not transfer your Perkville account and user ID to another party without our consent,
  • you will not distribute or post unsolicited communications, promotions or advertisements; provided, however, that a Business may contact third parties where the Contact Information of such third party was provided to the Business by a User,
  • you will not distribute chain letters or pyramid schemes,
  • you will not use the Services to communicate with non-specific Contact Information such as sales@domain.com, business@domain.com, webmaster@domain.com, and info@domain.com,
  • you will not use the contact information of other users for any purpose other than in relation to a specific Perkville transaction (which includes not using this information to send marketing materials directly to Perkville users, unless the user has given explicit consent to receiving these materials),
  • you will not distribute viruses or any other technologies that may harm Perkville, or the interests or property of Perkville’s users,
  • you will not interfere with or disrupt any User, host, or network, for example by overloading, flooding, spamming, or mail-bombing any part of the Services,
  • you will not use any robot, spider, scraper or other automated means to access our Services for any purpose,
  • you will not bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure,
  • you will not export or re-export any Perkville application or tools except in compliance with the export control laws of any relevant jurisdictions,
  • you will not infringe the copyright, trademark, patent, moral, database or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Perkville or any of its users (some, but not all, actions that may be infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Perkville or someone else),
  • you will not infringe any Intellectual Property Rights of third parties affected by your use of the Services, including not posting content that does not belong to you,
  • you will not commercialize any Perkville application or any information or software associated with such application,
  • you will not send altered, deceptive or false source-identifying information, including "spoofing" or "phishing,”
  • you will not promote or advertise products or services other than your own,
  • you will not use automated or other means to create accounts in bulk or to access the Services other than by using our official interface and/or APIs,
  • you will not harvest or otherwise collect information about users, such as email addresses, without their explicit consent,
  • you will not duplicate, copy, de-construct, sell, trade, resell, attempt to reverse engineer, reproduce or distribute any portion of the Services, unless otherwise authorized in writing by Perkville,
  • you will not rent, lease, or provide access to the Services on a time-share or service bureau basis,
  • you will not sell or rent the Services or Services accounts via unauthorized channels,
  • you will not access or search the Services by any means other than our publicly supported interfaces (for example, "scraping"),
  • you will not probe, scan, or test the vulnerability of any system or network,
  • you will not access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to, and
  • you will not circumvent any security, authentication, or technical measures we use to provide the Services.
ABUSING THE SERVICE

Without limiting other remedies, we may limit, suspend, or terminate your user account and access to our Services, restrict or prohibit access to, and your activities on, our Services, cancel transactions, cancel rewards, remove offerings, delay or remove content, remove any special status associated with the account, and take technical and legal steps to keep you from using our Services if:

  • we think that you are creating problems or possible legal liability;
  • we think that such restrictions will improve the security of the Perkville community or reduce our or another Perkville user's exposure to financial liability;
  • we think that you are infringing the rights of third parties;
  • we think that you are acting inconsistently with this User Agreement or our policies;
  • we think you are abusing our employees or users;
  • despite our reasonable endeavours, we are unable to verify or authenticate any information you provide to us; or
  • you fail to make full payment of any fees due for our Services by your payment due date.

When a consumer and business issue arises we may consider the user's specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in some cases.

CONTENT

You are legally responsible for all Content you upload, post, store or write on while using the Services. You will not hold Perkville responsible for any Content that is lost or unrecoverable through the use of the Services. Any Users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism or any other activity proscribed by applicable law may have their accounts terminated, their Content erased and they may also be reported to law enforcement officials in the appropriate jurisdictions.

Perkville is not responsible for the Content you submit or transmit using the Services. You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  • Fraudulent, illegal, defamatory, libelous, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, inappropriate or objectionable content of any kind, including but without limitation to conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law.
  • Content or data that would impersonate someone else or falsely represent your identity, content or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor).
  • Virus, Trojan horse, worm or other disruptive or harmful software.
  • Any information, software or content which is not legally yours and may be protected by copyright or other proprietary right or derivative works without permission from the copyright owner or intellectual property rights owner.
CONTENT OWNERSHIP

We respect your right to ownership of Content you provide to Perkville. You grant Perkville a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize the content, ideas, concepts and techniques you submit to Perkville, without any further consent, notice and/or compensation to you or to any third parties.

COPYRIGHT INFRINGEMENT

If you believe that any Content on the Service violates your copyright, please contact us at abuse@perkville.com. It is the policy of Perkville to terminate the user accounts of repeat infringers.

LINKS FROM THE SERVICE

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

BUSINESS RESPONSIBILITY FOR OFFERS

Perkville markets Offers and acts an as agent in marketing and/or claiming Offers on behalf of Businesses; provided, however, Businesses are the sole issuer of their Offers. As an issuer of their Offers, Businesses hereby agree to the following:

  • The terms and conditions of any Offer, including any discounts for goods and services offered thereunder, comply with all, and do not and will not violate any applicable local, state or federal law, statute, rule or order, including but not limited to, any laws governing vouchers, gift cards, coupons, and/or gift certificates including but not limited to, the Credit Card Act of 2009 and any state or local laws governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of an Offer.
  • An Offer will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws.
  • An Offer upon being claimed shall be available immediately for redemption by the User.
  • Once an Offer is claimed and delivered to the User, the Business shall be solely responsible for all customer service in connection with the claimed Offer and for supplying all discounts, goods and/or services specified in the Offer.
  • Use of an Offer for alcoholic beverages is at the sole discretion of the Business (which may be limited by applicable state or provincial law).
  • The Business shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a User, caused in whole or in part by the Business or its products and services, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Offer(s).
  • Business is registered for sales and use tax collection purposes in all countries and states in which Business' goods and services will be provided pursuant to the terms and presentation of the Offer.

Perkville reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Offer and to require Businesses to edit or modify the same for any reason, including, without limitation, to conform the Offer to Perkville specifications or applicable laws.

BUSINESS RESPONSIBILITY FOR VOUCHERS
  • Perkville enables Users to acquire a Voucher by either claiming an Offer or redeeming points. But the Business is the issuer of the Voucher. As issuer of the Voucher, the Business shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a User, caused in whole or in part by the Business or its products and services, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Vouchers.
  • Businesses shall honor Vouchers until the Expiration Date and longer if required by applicable law.
SUBSCRIPTION FEES FOR BUSINESSES

Unless otherwise provided in a written agreement between Business and Perkville, the following terms apply for Services offered on a subscription basis. Business will be subject to the monthly subscription fees in accordance with the fee schedule shown on our website or provided to you in writing.

In the event of a conflict between the fee schedule shown on our website or provided to you in writing by us (such as an order form), the writing provided by us to you shall control. The price for the Services excludes all taxes and phone charges, unless stated otherwise. Business is responsible for any taxes that Business is obligated to pay or that we may collect from Business. Business is responsible for all other charges.

We may change the price of the Services from time to time, but we will tell you before we do.

PAYMENT BY BUSINESSES

The following terms apply for all payments to Perkville unless we notify you otherwise in writing:

  • You will be responsible for payment even if you are not actively using the Services.
  • Payments will be billed to you in U.S. dollars.
  • Your account will be debited or invoiced at the appropriate time.
  • If paying with a credit or debit card, you must pay with a valid credit or debit card acceptable to Perkville unless notified by Perkville in writing that a different payment method is acceptable.
  • If paying by invoice, terms are NET 30 days from date of invoice subject. Payments that are delinquent 30 days or more from date of invoice are subject to interest charges at 1.5%% per month but not exceeding the maximum lawful rate.
  • If paying with Automated Clearing House (ACH), you must pay with a valid account acceptable to Perkville unless notified by Perkville in writing that a different payment method is acceptable.
  • We may suspend or terminate your account and refuse you any use or access of the Services if your payment and/or registration information is not accurate, current or complete.
  • Questions about billing should be addressed to billing@perkville.com.
TAXES FOR BUSINESSES

All amounts and fees stated or referred to in this User Agreement and any other agreement between Business and Perkville are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). Business shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Perkville's net income.

ADDITIONAL TERMS FOR BUSINESS USERS

In addition to the terms set forth in this User Agreement, the following terms are applicable to each Business that uses the Services.

Businesses can give points to their Customers through Perkville. By accepting this User Agreement, you agree to the following:

  • You will only use the Services if you are representing a legitimate and real business.
  • Business and its Employees will only use the Services to communicate with Customers that have knowingly and voluntarily given you their Contact Information; provided, however, that a Business may contact third parties whereby the Contact Information of such third party was provided to the Business by a User.
  • You will notify Customers of the collection and use of their Contact Information.
BUSINESS COOPERATION AND ASSISTANCE

As a condition to Perkville's obligations hereunder, Business shall at all times: (a) provide Perkville with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Perkville in order to provide the Services, including, but not limited to, providing data, security access, information, and software interfaces to Business's business applications; (b) provide such personnel assistance as may be reasonably requested by Perkville from time to time; and (c) carry out in a timely manner all other Business responsibilities set forth herein and in any other written agreement between Business and Perkville.

MARKETING SUPPORT BY BUSINESS

Business shall comply with the reasonable requests of Perkville to support public relations efforts pertaining to the Services, which efforts may include: (a) a press release highlighting Business's purchase or use of the Services (including any return on investment attained through the Services); (b) participation in targeted press and analyst interviews highlighting benefits of implementing the Services; and (c) participation in customer case studies developed by Perkville and used on the Perkville web site and other collateral. Business grants to Perkville a non-exclusive, non-transferable (except in the case of the acquisition of Perkville or a sale of all or substantially all of Perkville's assets), limited right to use the Business name, trademarks, and logos (collectively, the "Business Marks") in the production of marketing materials, provided that such use is in accordance with Business's trademark and logo use guidelines that Business may provide to Perkville. Perkville will use its commercially reasonable efforts to cooperate with Business in monitoring use of the Business Marks. All goodwill developed from such use shall be solely for the benefit of Business.

BUSINESS ENFORCEMENT

Business shall ensure that all Employees comply with the terms and conditions of this User Agreement and the Privacy Policy, including, without limitation, with Business's obligations set forth in the sections of User Agreement regarding restrictions of use of the Services. Business shall promptly notify Perkville of any suspected or alleged violation of the User Agreement or the Privacy Policy and shall cooperate with Perkville with respect to: (a) investigation by Perkville of any suspected or alleged violation of the User Agreement and (b) any action by Perkville to enforce the terms and conditions of the User Agreement or the Privacy Policy. Perkville may suspend or terminate any Employee's access to the Services upon notice to Business in the event that Perkville reasonably determines that such Employee has violated the User Agreement or the Privacy Policy. Business shall be liable for any violation of the User Agreement or the Privacy Policy by any Employee.

TELECOMMUNICATIONS AND INTERNET SERVICES – APPLICABLE TO BUSINESSES

Business acknowledges and agrees that Business's and its Employees' use of the Services is dependent upon access to telecommunications and Internet services. Business shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Perkville shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

TELEMARKETING – APPLICABLE TO BUSINESSES

The following terms apply to Businesses contacting Customer, including individuals referred to the Business through the Service.

The Business represents, warrants, and covenants to Perkville that:

  • it will not sell any contact information received or generated from the Service;
  • it will contact Customers solely regarding their interest in signing up to use the Business;
  • it will call referred Customers no more than twice and then will delete the contact information if the referred Customer is not interested in signing up to use the Business;
  • it will comply with all applicable law when contacting Customers, including the Telemarketing Consumer Fraud and Abuse Prevention Act, Telemarketing Sales Rule, Telephone Consumer Protection Act, and National Do Not Call Registry (the “Telemarketing Laws”);
  • it will train its Employees to comply with the Telemarketing Laws;
  • it will, before calling a Customer, create and maintain an internal do not call list;
  • it will check each phone number of a Customer against the national and applicable state Do Not Call lists and Business’s internal Do Not Call list, prior to calling such Customer;
  • it will add Customers to its Do Not Call list when requested by the Customer;
  • it will keep Customers on the Do Not Call list for 5 years;
  • you will permit Perkville to conduct periodic audits of Business’ telemarketing practices to ensure compliance with this User Agreement and applicable Telemarketing laws;
  • you will indemnify, defend, and hold harmless Perkville (and its officers, directors, agents, subsidiaries, joint ventures and employees) from and against all losses, damages, claims, penalties, fines, costs, and expenses (including reasonable attorneys’ and legal fees), whether or not asserted by a third party, arising out of, relating to or in connection with (a) any breach or alleged breach by the Business (or its Employees) of this section of the User Agreement (titled “Telemarketing – Applicable to the Business), and (b) making any phone calls to any of the Customers.
CONFIDENTIALITY – APPLICABLE TO BUSINESS

By virtue of this User Agreement, Business and Perkville may have access to each other's Confidential Information. "Confidential Information" as used in this User Agreement or any other written agreement between Business and Perkville, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in this User Agreement as confidential. Perkville’s Confidential Information includes, without limitation, the Services and any Software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Services or the Software. The terms and conditions of any written agreement between Business and Perkville shall be deemed the Confidential Information of both parties and neither party shall disclose such information except to such party's advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information.

Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Use and Nondisclosure. During the period of time that Business uses the Services and for a period of five (5) years thereafter or termination of any written agreement between Business and Perkville, whichever is later, neither party shall make the other's Confidential Information available to any third party or use the other's Confidential Information for any purposes other than exercising its rights and performing its obligations under this User Agreement or any other written agreement between Business and Perkville. Each party shall take all reasonable steps to ensure that the other's Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this User Agreement or any other written agreement between Business and Perkville, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other's Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency's request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency's authority to receive such ConfidentialInformation.

INDEMNIFICATION/COMPENSATION

You will compensate us in full (and our officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable attorneys’ and legal fees, we incur arising out of any breach by you of this User Agreement, your improper use of the Services or your breach of any law or the rights of a third party.

DISCLAIMERS

All Users of the Services assume sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. Perkville shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Perkville by any User of the Services in connection with the Services or any actions taken by Perkville at the direction of any User of the Services. Perkville shall have no liability for any claims, losses or damages arising out of or in connection with User's, Business's or any Employee's use of any third-party products, services, software or web sites that are accessed via links from within the Services.

Perkville provides all information and services on an "as is" and "as available" basis. Perkville makes no representations or warranties of any kind whatsoever, express or implied, in connection with this User Agreement, the implementation of the Services, or the Services. Perkville disclaims any and all implied warranties and representations, including, without limitation, any warranties of merchantability, accuracy of any information provided by Perkville, fitness for a particular purpose, title, and noninfringement. Perkville further disclaims any and all warranties arising from course of dealing or usage of trade. No advice or information, whether oral or written, obtained from Perkville or elsewhere shall create any warranty not expressly stated in this User Agreement. If you are dissatisfied or harmed by Perkville or the Services, you may close your Perkville account. Perkville is not responsible, and makes no representations or warranties for reward programs of Businesses on the Services.

Perkville disclaims any warranty that the services will be error free or uninterrupted or that all errors will be corrected. The operation of the Services may be interrupted due to a variety of events, including but not limited to, maintenance, updates, or system or network failures. Perkville disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, Perkville disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the Services due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the Internet network, and for any other reason.

Perkville reserves the right modify or discontinue our Service at any time without notice.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages. Such disclaimers and exclusions may not apply to you. This is especially the case if you are a consumer.

Nothing in this User Agreement shall limit or exclude our liability for fraudulent misrepresentation, death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

LIABILITY

Regardless of anything to the contrary in this User Agreement, if we (or any of our affiliated companies, employees, agents, shareholders, or directors) are found to be liable under this User Agreement or in connection with our Service, our liability (and our affiliated companies’, employees’, agents’, shareholders’, or directors’ liability) to you or to any third party is limited to: (a) in the case of an individual User (not a Business User), US$100, and (b) in the case of a Business, five (5) times the most recent monthly fee that the Business paid for the Service, if any, or US$100, whichever is greater.

We (and any of our affiliated companies, employees, agents, shareholders, and directors) are not liable to you or any third person for any special, incidental, indirect, punitive or consequential damages (including loss of use, profit, revenue or data) arising from this User Agreement and your use of the Services or any of the Content or other materials located on, accessed through or downloaded from the Service.

The above limitations of liability apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose.

Some jurisdictions do not allow these limitations of liability. Such limitations may not apply to you. This is especially the case if you are a consumer.

Nothing in this User Agreement limits or excludes our liability for fraudulent misrepresentation, intentional or knowing violation of this User Agreement or applicable law, death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

TERMINATION

We reserve the right to:

  • close your account at any time for any or no reason;
  • cancel unconfirmed accounts;
  • cancel accounts that have been inactive for a continuous period of 120 days;
  • terminate unpaid accounts at any time; and
  • delete all data associated with the foregoing accounts and Businesses.

Individual Users (not Businesses) can cancel their account at any time.

Unless otherwise provided in a separate written agreement between Business and Perkville, Business may cancel the Services at any time, with or without cause, by emailing cancel@perkville.com. Cancellation will not alter your obligation to pay all charges made to your account.

LEGAL DISPUTES

If a dispute arises between you and Perkville, we strongly encourage you to first contact us directly to seek a resolution by contacting support@perkville.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Any claim, dispute or matter arising under or in connection with this User Agreement shall be governed and construed in all respects by the laws of the State of California, USA, without giving effect to California’s conflict of laws provisions, except to the extent local law is mandatory for consumers. You and Perkville both agree to submit to the exclusive jurisdiction of the state and federal courts of the State of California, USA, except to the extent local venue is mandatory for consumers.

GENERAL

If for any reason a court of competent jurisdiction finds any provision or portion of this User Agreement to be unenforceable, the remainder of this User Agreement will continue in full force and effect. This User Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (including, but not limited to, any prior versions of this User Agreement); provided, however, that in the case of any Business that may have executed a written agreement with Perkville for the provision of the Services, in the event that terms of this User Agreement and such written agreement are in conflict, the terms of such written agreement shall control. Any waiver of any provision of this User Agreement will be effective only if in writing and signed by an authorized representative of Perkville.

Questions about this User Agreement should be addressed to terms@perkville.com or by mail at:

Perkville, Inc.
C/O Port Workspaces
344 Thomas L. Berkley Way
Oakland, CA 94612
USA

You can contact us at abuse@perkville.com if you suspect any violators of this policy.