1. OTHER APPLICABLE TERMS AND CONDITIONS.
Customer User understands that Customer has been authorized by COMPANY to provide services to Customer User in the Web Application and Customer has a separate agreement with COMPANY that also governs Customer User's use of the Web Application (the “Subscription Agreement”). In the event of a conflict between this Agreement and the Subscription Agreement, the Subscription Agreement shall control. Customer User acknowledges that Customer User is only being provided access to the Web Application at the request of Customer pursuant to the terms and conditions of the Subscription Agreement.
2. REGISTRATION; ACCOUNTS.
To access and use certain features, functions and services in the Web Application, Customer User must have an account (a “Customer User Account”). In consideration of Customer User's access to, and use of, the features, functions and services in the Web Application, Customer User agrees to (a) provide accurate, current and complete information about Customer User as may be prompted by any registration forms in the Web Application or otherwise requested by COMPANY or Customer (“Registration Data”); (b) maintain the security of Customer User's user identification and password (collectively, “Customer User's Login Information”); (c) maintain and promptly update the Registration Data, and any other information Customer User provides to COMPANY or Customer; and (d) be fully responsible for all use of Customer User's Account and for any actions that take place using Customer User's Login Information.
3. UPDATES AND CHANGES TO THIS AGREEMENT.
COMPANY may update or amend this Agreement from time-to-time and at any time to incorporate additional or different rules, policies, procedures and other instructions concerning access to and use of the Web Application or additional features, materials, products, opportunities, or services that COMPANY may make available on or through the Web Application. All such updates and amendments are effective immediately upon notice thereof, which COMPANY may give by any means, including by posting a revised version of this Agreement on app.playbypoint.com/terms-of-use or other notice in the Web Application or by sending Customer and Customer User a copy of the revised Agreement by email.
Please be advised that COMPANY may monitor Customer's and Customer User's use of and access to the Web Application to ensure compliance with this Agreement and any other applicable rules, policies, deadlines and instructions. By using the Web Application, each of Customer and Customer User expressly consents to such monitoring.
5. LICENSE GRANT.
Subject to the terms of this Agreement, COMPANY grants Customer and Customer User a limited, non-exclusive and nontransferable license to Accessing, install, access and use the Web Application for Customer User's personal, non-commercial use on a single mobile device owned or otherwise controlled by Customer User (“Mobile Device”) strictly in accordance with the Web Application's documentation.
6. LICENSE RESTRICTIONS.
Customer and Customer User shall not: (a) copy the Web Application, except as expressly permitted by this license; (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Web Application; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Web Application or any part thereof; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Web Application, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Web Application or any features or functionality of the Web Application, to any third party for any reason, including by making the Web Application available on a network where it is capable of being accessed by more than one device at any time; or (f) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Web Application.
7. RESERVATION OF RIGHTS.
Customer and Customer User acknowledge and agree that the Web Application is provided under license, and not sold, to either Customer or Customer User. Each of Customer and Customer User does not acquire any ownership interest in the Web Application under this Agreement, or any other rights thereto other than to use the Web Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. COMPANY reserves and shall retain its entire right, title and interest in and to the Web Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to Customer and Customer User in this Agreement.
8. COLLECTION AND USE OF PRIVATE INFORMATION.
Each of Customer and Customer User acknowledges that when such party Accessing, install or use the Web Application, COMPANY may use automatic means (including, for example, cookies and web beacons) to collect information about Customer User's Mobile Device and about Customer User's use of the Web Application. Customer and Customer User also may be required to provide certain information about Customer User as a condition to Accessing, installing or using the Web Application or certain of its features or functionality.
Playbypoint may from time to time in its sole discretion develop and provide Web Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Customer and Customer User agrees that COMPANY has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Customer or Customer User's Mobile Device settings, when such Mobile Device is connected to the internet either:
- the Web Application will automatically perform all available Updates; or
- Customer and/or Customer User may receive notice of or be prompted to Accessing and install available Updates.
Customer and Customer User shall promptly Accessing and install all Updates and acknowledge and agree that the Web Application or portions thereof may not properly operate should Customer and Customer User fail to do so. Customer and Customer User further agree that all Updates will be deemed part of the Web Application and be subject to all terms and conditions of this Agreement.
10. THIRD PARTY MATERIALS.
The Web Application may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). Customer and Customer User acknowledge and agree that COMPANY is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. COMPANY does not assume and will not have any liability or responsibility to Customer and Customer User or any other person or entity for any Third-Party Materials. Third Party Materials and links thereto are provided solely as a convenience to Customer and Customer User and access and use of them are at entirely at Customer User's own risk and subject to such third parties' terms and conditions.
11. TERM AND TERMINATION.
(a) The term of Agreement commences when Customer or Customer User accesses the Web Application and will continue in effect until terminated by you or COMPANY as set forth in this Section 11.
(b) Customer and Customer User may terminate this Agreement by deleting the Web Application and all copies thereof from Customer User's Mobile Device.
(a) COMPANY or Customer may terminate this Agreement at any time without notice if it ceases to support the Web Application, which COMPANY may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if Customer or Customer User violates any of the terms and conditions of this Agreement.
(b) Upon termination:
- All rights granted to Customer and/or Customer User under this Agreement will also terminate; and
- Customer and/or Customer User must cease all use of the Web Application and delete all copies of the Web Application from Customer User's Mobile Device and account.
- Termination will not limit any of COMPANY's rights or remedies at law or in equity.
12. SUSPENSION OF SERVICES.
COMPANY may, at any time, suspend the Services and/or Customer and Customer User's access to the Services if COMPANY reasonably believes that such a suspension is necessary to maintain the security or integrity of the Web Application, or to prevent misuse of the Web Application by any person, including Customer and/or Customer User.
13. PAYMENT PROCESSING.
The Web Application allows you to make payments by automated clearing house processing services and those card-based methods accepted by the Customer. These may include card-based payments initiated with cards bearing the trademarks of Visa Inc., MasterCard International Inc., Discover Inc., and American Express Inc. (Collectively, the “Networks”). Please note that not all Customers accept all card-based payment methods. We are not a bank, and do not offer banking services as defined by the United States Department of Treasury. We also do not offer money service business (“MSB”) services as defined by the United States Department of Treasury. Customer User can associate with Customer User's Account any US-issued and most non-US issued credit, debit, pre-paid, or gift cards with a Visa, MasterCard, American Express, or Discover logo. Customer may update at any time the list of card types that Customer User may associate with a Customer User Account.
14. DISCLAIMER OF WARRANTIES.
THE WEB APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEB APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE WEB APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, WEB APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
15. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEB APPLICATION OR THE CONTENT AND SERVICES FOR:
- PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES
- DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE WEB APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Customer User agrees to indemnify, defend and hold harmless COMPANY and Customer and their respective officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to Customer User's use or misuse of the Web Application or Customer User's breach of this Agreement.
- Customer agrees to indemnify, defend and hold harmless COMPANY and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to Customer's use or misuse of the Web Application or Customer's breach of this Agreement.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
18. GOVERNING LAW.
This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Web Application shall be instituted exclusively in the federal courts of the United States located in Miami, Florida. Customer and Customer User waive any and all objections to the exercise of jurisdiction over Customer User by such courts and to venue in such courts.
19. LIMITATION OF TIME TO FILE CLAIMS.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEB APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
20. ENTIRE AGREEMENT.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.