Pavestep, Inc. User Agreement
This User Agreement (“Agreement”) and its terms apply to your use of the websites, applications, and content operated by Pavestep, Inc. (the “Company”), unless superseded by another agreement by and between your employer and the Company (“Client Agreement”). For avoidance of doubt, if any terms of this Agreement have conflicts with the terms of Client Agreements, such as master service agreements or state of work agreements between your employer and the Company, Client Agreements will govern said terms.
Subject to the terms of this Agreement, the Company grants you a non-exclusive, non-transferable license to use the Company’s Services for a period designated by the Company and applicable Client Agreements. Our Services contain materials, information, and data provided or made available by the Company to you, including products, services, information regarding technology, know-how, processes, software programs, research, development information, financial information, code base, text, images, audio, video, data, any other information or data the Company provides you (collectively, “Confidential Information”). Confidential Information may be owned by the Company or may be provided through arrangements the Company has with others, including its service providers and their respective partners, sponsors, affiliates, or Representatives (defined below).
You agree that you will at all times will hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than using the Services in compliance with this Agreement. You shall only permit access to Confidential Information to those who have a need to know or are bound by confidentiality obligations at least as restrictive as those contained herein.
Your obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when you can document that: (a) it was public knowledge at the time it was communicated to you; (b) it became public knowledge subsequent to the time it was communicated to you without your breaching of this Agreement; (c) it was in your possession free of any obligation of confidence at the time it was communicated; and (d) it was rightfully communicated to you free of any obligation of confidence to the time it was communicated to you. After the termination of this Agreement, or upon request of the Company, you shall promptly return to the Company all Confidential Information and copies thereof or certify the destruction of all Confidential Information.
No Confidential Information from Pavestep may be copied, reproduced, modified, republished, uploaded, posted, transmitted, reprinted or distributed in any way without the Company’s expressed written permission. Modification of the materials or use of the materials for any other purpose is a violation of Pavestep’s copyright and other proprietary rights and may be subject to civil and/or criminal penalties. If you violate any part of this Agreement, your permission to access and/or use the Confidential Information and the Services automatically terminates and you must immediately destroy any copies you have made of the Confidential Information.
ACCESS AND USE OF SERVICES
The Services are for use in compliance with this Agreement only and may not be used in connection with any commercial or personal endeavors, except those that are specifically authorized by the Company. The following activities are expressly prohibited: (i) collecting usernames, email addresses, or other personally identifiable information of other users by electronic or other means for the purpose of sending unsolicited email or other communications, (ii) any use of the Services, which in the Company’s sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof, and (iii) any use of the Services which is unlawful or in violation of this Agreement or agreements between the Company and your employer.
You agree that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right.
You cannot disclose any of the following personal data about yourself or others while using the Services:- Personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership
– Genetic data or biometric data for the purpose of uniquely identifying a natural person
– Data concerning health, a natural person’s sex life, or sexual orientation
– Personal data concerning children and individuals who are younger than 16 years old
DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNITY
YOU HEREBY AGREE YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT YOU WILL BE RESPONSIBLE SOLELY FOR ANY DAMAGE OR LOSS TO YOU OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY, AND ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, AND LICENSORS (COLLECTIVELY, THE “REPRESENTATIVES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, TITLE AND NON-INFRINGEMENT.
NEITHER THE COMPANY NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO THE COMPANY OR ITS REPRESENTATIVES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, TRUTHFULNESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE COMPANY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES FOR GOODS OR SERVICES RECEIVED THROUGH OR ADVERTISED ON THE SITE OR ACCESSED THROUGH ANY LINKS ON THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THESE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THE SERVICES RELY UPON THIRD PARTY SOFTWARE AND HARDWARE FOR CERTAIN FUNCTIONS AND THE COMPANY MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE TO YOU THAT SUCH SOFTWARE OR HARDWARE WILL BE ERROR FREE, ACCOMPLISH A SPECIFIED PURPOSE, OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND THE COMPANY WILL NOT BE LIABLE TO YOU FOR ANY FAILURE THEREOF. You acknowledge that the Services are computer code subject to flaws. You acknowledge that you are solely responsible for evaluating the trustworthiness of any third party websites, products, contracts, or content you access or use through the Services.
IN NO EVENT WILL THE COMPANY, OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, LOST PROFITS, REMOTE, COVER, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THESE TERMS OR THE USE OR THE INABILITY TO USE THE SERVICES. FURTHER, NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY TO YOU FOR ANY ACTION OF ANY THIRD PARTY OR ANY THIRD PARTY-PUBLISHED CONTENT.
At your sole cost and expense, you hereby agree to defend and hold harmless the Company and its Representatives (the “Indemnitees”) in any action or claim, and to indemnify the Company and its Indemnitees from and against any and all losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) arising from such action or claim and related to: (i) your breach of any term or condition, or of any of your representations or warranties, set forth in these terms; (ii) a third party interactions, which includes exchange of data or other interaction between you and a third party and/or any purchase, download or use of third party goods and services, (iii) your use of and access to the Services; (iv) any content published by you; and/or (iv) your violation of applicable law.
GOVERNING LAW, JURISDICTION, CONSENT, AND MISCELLANEOUS
These terms are governed by, and interpreted in accordance with, the laws of the State of Delaware, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. You hereby consent to the exclusive jurisdiction and venue of the federal and state courts located in Delaware with regard to any suit or claim arising from or under these terms or your use of the Services.
The Company provides access to the Services online, which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking “I Agree” or “I Accept” anywhere on the Services or by otherwise agreeing to the terms and conditions set forth in any agreement posted on the Services: (a) you agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into these terms; (b) you have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, these terms, the policies and any amendments hereto or thereto; (c) you agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter; (d) you are capable of printing or storing a copy of electronic records of transactions into which you enter; and (e) you agree to receive electronically information about the Services, and other electronic records into which you thereby enter; provided, however, you will not receive electronic communications related to marketing without your affirmative consent to receipt of marketing communications. If you wish to withdraw this consent, please contact us at firstname.lastname@example.org, in which case the Company shall notify your employer in order to terminate your access and use of the Services.
Your obligations related to confidentiality under this Agreement shall survive any termination of this agreement. This Agreement shall be governed by and construed in accordance with the laws of Delaware. You hereby agree that breach of this Agreement may cause the Company irreparable damage for which recovery of damages would be inadequate, and that the Company may therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. You will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.
If you have questions, concerns, or complaints regarding the Services, please contact the Company, by either sending: (i) an email to email@example.com or (ii) a letter, first class certified mail, to Pavestep, Inc. (165 Broadway, 23rd Floor, New York, NY 10006).