Playbook Term of Service
Last Updated Date: May 20, 2020
Plug & Play, LLC. ("Plug and Play", "we", "us", "our") established the Playbook platform ("Platform") to make innovation an open book. Our Platform helps companies connect with startups, build partnerships and understand trends and innovation in the startup ecosystem and beyond.
PLEASE BE AWARE THAT SECTION 17 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
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The information, content, software and services available on the Platform (each, a Plug and Play Property and collectively, the Plug and Play Properties) are protected by copyright laws throughout the world. Subject to the Agreement, Plug and Play grants you a limited license to reproduce portions of Plug and Play Properties for the sole purpose of using the Platform for your personal or internal business purposes. Unless otherwise specified by Plug and Play in a separate license, your right to use any and all Plug and Play Properties is subject to the Agreement.
You understand that Plug and Play Properties are evolving. As a result, Plug and Play may require you to accept updates to Plug and Play Properties that you have installed on your computer or mobile device. You acknowledge and agree that Plug and Play may update Plug and Play Properties with or without notifying you. You may need to update third-party software from time to time in order to use Plug and Play Properties.
The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Plug and Play Properties or any portion of Plug and Play Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Plug and Play Properties (including images, text, page layout or form) of Plug and Play; (c) you shall not use any metatags or other hidden text using Plug and Play’s name or trademarks;(d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Plug and Play Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to scrape or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Plug and Play Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Plug and Play Properties. Any future release, update or other addition to Plug and Play Properties shall be subject to the Agreement. Plug and Play, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Plug and Play Property terminates the licenses granted by Plug and Play pursuant to the Agreement.
By entering into this Agreement or using the Plug and Play Properties, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Plug and Play Properties, updates concerning new and existing features on the Plug and Play Properties, communications concerning promotions run by us or our third-party partners, and news concerning Plug and Play and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
In order to access certain features of Plug and Play Properties you may be required to become a Registered User through either a Corporate account or a Startup account. For purposes of the Agreement, a Registered User is a user who has registered either a Corporate account or a Startup account on the Platform (Account).
In registering an account on the Platform, you agree to (a) provide true, accurate, current and complete information about yourself or your entity as prompted by the registration form (the Registration Data); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Plug and Play Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Plug and Play Properties by minors. You shall not share your Account or password with anyone, and you agree to (y) notify Plug and Play immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Plug and Play has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Plug and Play has the right to suspend or terminate your Account and refuse any and all current or future use of Plug and Play Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Plug and Play reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Plug and Play Properties if you have been previously removed by Plug and Play, or if you have been previously banned from any of Plug and Play Properties.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Plug and Play.
You acknowledge that all Content, including Plug and Play Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Plug and Play, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (Make Available) through Plug and Play Properties (Your Content), and that you and other Registered Users of Plug and Play Properties, and not Plug and Play, are similarly responsible for all Content that you and they Make Available through Plug and Play Properties (User Content)
You acknowledge that Plug and Play has no obligation to pre-screen Content (including, but not limited to, User Content), although Plug and Play reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. In the event that Plug and Play pre-screens, refuses or removes any Content, you acknowledge that Plug and Play will do so for Plug and Play’s benefit, not yours. Without limiting the foregoing, Plug and Play shall have the right to remove any Content that violates the Agreement or is otherwise objectionable to Plug and Play
You will be able to set the level of confidentiality around your Account through the Platform. This will allow you to determine the degree of Your Content (defined below) that will be visible to other Registered Users and the manner in which other Registered Users can communicate with you through the Platform, such as private and public messaging. You can provide access to Your Content and information in your Account to other Registered Users at your sole discretion and on a case-by-case basis. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Plug and Play retains the right to create reasonable limits on Plug and Play’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by Plug and Play in its sole discretion.
Unless expressly agreed to by Plug and Play in writing elsewhere, Plug and Play has no obligation to store any of Your Content that you Make Available on Plug and Play Properties. Plug and Play has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Plug and Play Properties. The Platform may enable you to specify the level at which the Platform restricts access to Your Content
Except with respect to Your Content and User Content, you agree that Plug and Play and its suppliers own all rights, title and interest in Plug and Play Properties (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Plug and Play Properties.
and all related graphics, logos, service marks and trade names used on or in connection with any Plug and Play Properties or in connection with the Platform are the trademarks of Plug and Play and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Plug and Play Properties are the property of their respective owners.
Plug and Play does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in Plug and Play Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
Subject to any applicable account settings that you select, you grant Plug and Play a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Plug and Play Properties to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any public area of Plug and Play Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Plug and Play, are responsible for all of Your Content that you Make Available on or in Plug and Play Properties. You agree to ensure that any Content posted by you in your profile does not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Plug and Play in its sole discretion. You shall not post or submit for print services a photograph of another person without that person’s permission.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on Plug and Play Properties, you hereby expressly permit Plug and Play to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Plug and Play through its suggestion, feedback, wiki, forum, or similar pages (Feedback) is at your own risk and that Plug and Play has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Plug and Play a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Plug and Play Properties and/or Plug and Play’s business.
As a condition of use, you agree not to use Plug and Play Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Plug and Play Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Plug and Play’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Plug and Play; (vi) interferes with or attempt to interfere with the proper functioning of Plug and Play Properties or uses Plug and Play Properties in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Plug and Play Properties, including but not limited to violating or attempting to violate any security features of Plug and Play Properties, using manual or automated software or other means to access, scrape, crawl or spider any pages contained in Plug and Play Properties, introducing viruses, worms, or similar harmful code into Plug and Play Properties, or interfering or attempting to interfere with use of Plug and Play Properties by any other user, host or network, including by means of overloading, flooding, spamming, mail bombing, or crashing Plug and Play Properties.
Plug and Play may, but is not obligated to, monitor or review Plug and Play Properties and Content at any time. Without limiting the foregoing, Plug and Play shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Plug and Play does not generally monitor user activity occurring in connection with Plug and Play Properties or Content, if Plug and Play becomes aware of any possible violations by you of any provision of the Agreement, Plug and Play reserves the right to investigate such violations, and Plug and Play may, at its sole discretion, immediately suspend or terminate your license to use Plug and Play Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
The Platform enables Registered Users to contact each other where such Registered Users have consented to such contact. You acknowledge that you may determine which other Registered Users can communicate with you through the Platform, including through private and public messaging. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Plug and Play reserves the right, but has no obligation, to intercede in such disputes. You agree that Plug and Play will not be responsible for any liability incurred as the result of such interactions.
Plug and Play Properties may contain User Content provided by other Registered Users. Plug and Play is not responsible for and does not control User Content. Plug and Play has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
The purpose of the Agreement is for you to secure access to the Platform. Any fees set forth within and paid by you under the Agreement shall be considered solely in furtherance of this purpose. In no way are any fees paid considered payment for the sale, license, or use of Plug and Play’s Software, and, furthermore, any use of Plug and Play’s Software by you in furtherance of the Agreement will be considered merely in support of the purpose of the Agreement.
Plug and Play reserves the right to charge a fee for use of the Platform under this Agreement (Fees). If at any point in the future, Plug and Play begins to charge Fees, such Fees will be displayed on the Platform and you will be prompted to pay the Fees. We may change our fees from time to time by posting the changes on the Platform on thirty (30) days’ notice in advance. If you wish to obtain enterprise level access to the Platform, you will need to enter into the Enterprise Agreement with us and pay the fees associated with that access.
If Plug and Play charges Fee(s) and Plug and Play determines it has an obligation to collect Sales Tax from you in connection with this Agreement, Plug and Play shall collect such Sales Tax in addition to the Fee(s). If any or products, services or payments for the Platform, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Plug and Play, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Plug and Play for any liability or expense Plug and Play may incur in connection with such Sales Taxes. Upon Plug and Play’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, Sales Tax shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Plug and Play reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Platform, and you acknowledge and agree that Plug and Play has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Plug and Play as a result of such advertising).
Any free trial or other promotion that provides access to certain premium features of the Platform must be used within the specified time of the trial. At the end of the trial period, your use of those features will expire and any further use of such features is prohibited unless you pay the applicable fee. If you are inadvertently charged for a subscription, please contact Plug and Play to have the charges reversed.
You agree to indemnify and hold Plug and Play, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a Plug and Play Party and collectively, the Plug and Play Parties) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Plug and Play Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Plug and Play reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Plug and Play in asserting any available defenses. This provision does not require you to indemnify any of the Plug and Play Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Platform. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Plug and Play Properties.
OU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF PLUG AND PLAY PROPERTIES IS AT YOUR SOLE RISK, AND PLUG AND PLAY PROPERTIES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITH ALL FAULTS. PLUG AND PLAY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.
PLUG AND PLAY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) PLUG AND PLAY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF PLUG AND PLAY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF PLUG AND PLAY PROPERTIES WILL BE ACCURATE OR RELIABLE.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH PLUG AND PLAY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS PLUG AND PLAY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
THE PLATFORM MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. PLUG AND PLAY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE PLATFORM, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PLUG AND PLAY OR THROUGH PLUG AND PLAY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
From time to time, Plug and Play may offer new beta features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Plug and Play’s sole discretion. The provisions of this section apply with full force to such features or tools.
YOU ACKNOWLEDGE AND AGREE THAT PLUG AND PLAY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PLUG AND PLAY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF PLUG AND PLAY PROPERTIES. YOU UNDERSTAND THAT PLUG AND PLAY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OR USER CONTENT ON PLUG AND PLAY PROPERTIES. PLUG AND PLAY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY INFORMATION PROVIDED BY ANOTHER REGISTERED USER, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF SUCH INFORMATION OR ANY USER CONTENT OBTAINED THROUGH PLUG AND PLAY PROPERTIES. PLUG AND PLAY MAKES NO WARRANTY AND HAS NO OBLIGATION TO REVIEW OR MONITOR USER CONTENT FOR ACCURACY.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL PLUG AND PLAY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PLUG AND PLAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF PLUG AND PLAY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE PLUG AND PLAY PROPERTIES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH PLUG AND PLAY PROPERTIES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON PLUG AND PLAY PROPERTIES; OR (E) ANY OTHER MATTER RELATED TO PLUG AND PLAY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A PLUG AND PLAY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A PLUG AND PLAY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A PLUG AND PLAY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. PLUG AND PLAY DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY PLUG AND PLAY’S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
TO THE FULLEST EXTENT PROVIDED BY LAW, PLUG AND PLAY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) $100; or (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PLUG AND PLAY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A PLUG AND PLAY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A PLUG AND PLAY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLUG AND PLAY AND YOU.
It is Plug and Play’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Plug and Play by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Plug and Play Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Plug and Play Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Plug and Play’s Copyright Agent for notice of claims of copyright infringement is as follows: Legal Department at 440 N. Wolfe Rd. Sunnyvale, CA 94085.
Plug and Play reserves the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Plug and Play Properties; and/or (b) terminate or suspend your access to all or part of the Plug and Play Properties for any or no reason, including without limitation, any violation of this Agreement. If Plug and Play becomes aware of any possible violations by you of the Agreement, Plug and Play reserves the right to investigate such violations. If, as a result of the investigation, Plug and Play believes that criminal activity has occurred, Plug and Play reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Plug and Play is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Plug and Play Properties, including Your Content, in Plug and Play’s possession in connection with your use of Plug and Play Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Plug and Play, its Registered Users or the public, and all enforcement or other government officials, as Plug and Play in its sole discretion believes to be necessary or appropriate.
The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Plug and Play Properties, unless terminated earlier in accordance with the Agreement.
Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Plug and Play Properties or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Plug and Play Properties, unless earlier terminated in accordance with the Agreement.
Plug and Play has the right to, immediately and without notice, suspend or terminate access to the Platform provided to you. You agree that all terminations for cause shall be made in Plug and Play’s sole discretion and that Plug and Play shall not be liable to you or any third party for any termination of your Account.
If you want to terminate your use of the Platform, you may do so by (a) notifying Plug and Play at any time and (b) closing your Account for the Platform. Your notice should be sent to Plug and Play’s email address set forth below.
Termination of any use of the Platform includes removal of access to the Platform and barring of further use of the Platform. Termination of use of the Platform also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of the Platform, your right to use such the Platform will automatically terminate immediately. You understand that any termination of use of the Platform may involve deletion of Your Content associated therewith from our live databases. Plug and Play will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of use of the Platform, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Plug and Play Properties can be accessed from countries around the world and may contain references to features and Content that are not available in your country. These references do not imply that Plug and Play intends to announce such features or Content in your country. Plug and Play Properties are controlled and offered by Plug and Play from its facilities in the United States of America. Plug and Play makes no representations that Plug and Play Properties are appropriate or available for use in other locations. Those who access or use Plug and Play Properties from other countries do so at their own volition and are responsible for compliance with local law.
Please read the following arbitration agreement in this section (Arbitration Agreement) carefully. It requires U.S. users to arbitrate disputes with Plug and Play and limits the manner in which you can seek relief from us.
You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Platform, to any products sold or distributed through the Platform, or to any aspect of your relationship with Plug and Play, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify,; and (b) you or Plug and Play may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent Saeed Amidhozour at 440 N. Wolfe Rd. Sunnyvale, CA 94085. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Plug and Play will pay them for you. In addition, Plug and Play will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Plug and Play. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
YOU AND PLUG AND PLAY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Plug and Play are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Plug and Play username (if any), the email address you used to set up your Plug and Play account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Except as provided in Section 17.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
This Arbitration Agreement will survive the termination of your relationship with Plug and Play.
Notwithstanding any provision in this Agreement to the contrary, we agree that if Plug and Play makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Plug and Play at the following address: 440 N. Wolfe Rd. Sunnyvale, CA 94085.
Third-Party Websites, Applications and Ads. Plug and Play Properties may contain links to third-party websites (Third-Party Websites), applications (Third-Party Applications) and advertisements for third parties (Third-Party Ads) (collectively, the Third-Party Services). Such Third-Party Services include Zoom Video Communications, Inc. (Zoom). When you click on a link to Zoom or another Third-Party Service, we will not warn you that you have left Plug and Play Properties and are subject to the terms and conditions (including privacy policies) of such Third-Party Service. Such Third-Party Services are not under the control of Plug and Play. Plug and Play is not responsible for any Third-Party Services. Plug and Play provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Platform, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
The communications between you and Plug and Play may take place via electronic means, whether you visit Plug and Play Properties or send Plug and Play e-mails, or whether Plug and Play posts notices on Plug and Play Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Plug and Play in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Plug and Play provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Plug and Play’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Plug and Play shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, epidemics, pandemics, government orders, quarantine, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. If a force majeure event occurs that affects Plug and Play’s performance of its obligations under the Agreement: (a) Plug and Play will contact you as soon as reasonably possible to notify you; and (b) Plug and Play’s obligations under the Agreement will be suspended and the time for Plug and Play’s performance of its obligations will be extended for the duration of the force majeure event.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Plug and Play agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
Where Plug and Play requires that you provide an e-mail address, you are responsible for providing Plug and Play with your most current e-mail address. In the event that the last e-mail address you provided to Plug and Play is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Plug and Play’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Plug and Play at the following address: 440 N. Wolfe Rd. Sunnyvale, CA 94085 (email: email@example.com). Such notice shall be deemed given when received by Plug and Play by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
You may not use, export, import, or transfer Plug and Play Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Plug and Play Properties, and any other applicable laws. In particular, but without limitation, Plug and Play Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Plug and Play Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Plug and Play Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Plug and Play are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Plug and Play products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
The following provisions shall apply only if you are located in the countries listed below.
A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
Notwithstanding anything to the contrary in Section 12 (Limitation of Liability), Plug and Play is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).