Predii Website Terms and Conditions of Use (the “Terms”)

29 Sept 2016

1. User's Acknowledgment and Acceptance of Terms

Please carefully review and read the following terms and conditions of use before using the websites of Predii Inc. (herein referred to as “Predii” or, at times, “we,” “us,” and “our”) and any of its subsidiaries and affiliates (collectively “Predii”). As used in these Terms, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, attorneys, agents, partners and includes (without limitation) all parties involved in creating, producing, and/or delivering Predii Websites and/or its contents.

These Terms control your use of the websites, any content (such as text, data, information, software, graphics or photographs) that Predii may make available through the websites (collectively, “Materials”) and any services that Predii may provide through its websites (collectively, “Services”). The websites, Materials and Services are referred to collectively as the “Predii Websites.”

by using the predii websites, you agree to be bound by these terms of use. if you do not wish to be bound by the these terms of use, please exit the website now. your remedy for dissatisfaction with the predii websites, services, materials, or other information available on or through the predii websites, is to stop using the predii websites and/or those particular materials or services. your agreement with us regarding compliance with these terms of use becomes effective immediately upon commencement of your use of the predii websites.

Predii reserves the exclusive right to modify or update these Terms, make changes to the Predii Websites, or discontinue any or all of the programs, products or services described in the Predii Websites, without providing further notice. You acknowledge and agree that it is your responsibility to review the Predii Websites and these Terms from time to time and to familiarize yourself with any modifications. Your continued use of the Predii Websites after such modifications will constitute acknowledgement of the modified Terms and agreement to abide and be bound by the modified Terms. Additional or different Terms, notices and conditions may apply to specific information, products, materials, software or services offered through the Predii Websites. Should a conflict arise, such additional or different terms, notices and conditions will prevail over these Terms, at which point please refer to the applicable notice or agreement. These Terms are effective as of date last set forth below.

2. Registration Data and Privacy

You may be required to register before you are permitted access to certain portions of the Service. You agree to provide accurate, current and complete information as necessary for Predii to communicate with you from time to time regarding the Predii Websites and Services, issue invoices or accept payment, or contact you for other account-related purposes. You agree to keep any online account information current and inform Predii of any changes in your legal business name, address, email address and phone number. You agree to accept emails from Predii at the e-mail addresses specified by its Users for login purposes. In addition, you agree that Predii may rely and act on all information and instructions provided to Predii by Users from any such e-mail address(es).

3. Usage Rules

You agree: (a) to abide by all local, state, federal, and international laws, rules and regulations applicable to your use of the Predii Websites, including without limitation the provision and storage of data; (b) not to send or store data on or to the Predii Websites which violates any third party rights; (c) not to upload any information or content that contain viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or data that may damage the operation of the Predii Websites or another’s computer or mobile device; (d) not to upload any data regarding an individual’s financial or economic identity, sexual orientation, religious beliefs, medical or physical identity, including any information comprised of protected health information, or an individual’s first name and last name, or first initial and last name, in combination with any one or more of the following data elements that relate to such individual: Social Security number, driver’s license number or state-issued identification card number, financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; (e) not to use the Predii Websites for illegal, fraudulent, unethical or inappropriate purposes; (f) not to interfere or disrupt networks connected to the Predii Websites or interfere with other ability to access or use the Predii Websites; (g) not to distribute, promote or transmit through the Predii Websites any unlawful, harmful, obscene, pornographic or otherwise objectionable material; (h) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (i) not to interfere with another customer’s or user’s use and enjoyment of the Predii Websites; (j) to comply with all regulations, policies and procedures of networks connected to the Predii Websites;. You are solely responsible for, and Predii bears no responsibility in connection with, all customer communications or customer data posted, stored or transmitted using the Predii Websites, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Predii may remove any violating content or data posted, stored or transmitted using the Predii Websites, without notice to you, however, Predii does not guarantee, and is not obligated to monitor customer data for any purpose.

4. Restrictions

To the extent that Predii provides for the download of Predii software from the Predii Websites and any information or documentation related thereto (collectively the “Software”), such Software is protected by the applicable copyright, patent or other intellectual property rights of either Predii or the third-party licensor. Any use of the Software is subject to the terms of the applicable end-user or other license terms contained in the files for such Software. You are permitted to use the Software for your personal, non-commercial use or legitimate internal business purposes related to your role as a contractor of Predii, partner of Predii, or current or prospective customer of Predii. As between the parties, Predii solely shall own and hereby retains all rights, title and interest in and to the Software (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual or industrial property rights embodied in the Software).

You shall not, directly or indirectly, and you shall not permit any other user or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Predii Websites, Materials or Services; (b) modify, translate, or create derivative works based on any element of the Predii Websites; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Predii Websites (except in connection with an assignment permitted under a separate agreement); (d) use the Predii Websites for the benefit of any person or entity other than you, except as may be expressly authorized in any additional, separate agreement; (e) remove any proprietary notices from documentation; (f) use the Predii Websites for any purpose or in any manner other than as expressly authorized and in accordance with documentation; (g) interfere with or disrupt the integrity or performance of, or impair the Predii Websites; (h) introduce any Open Source Software into the Predii Websites; or (i) circumvent or otherwise interfere with any user authentication or security for, or attempt to gain unauthorized access to, the Predii Websites or its related systems or networks.

5. Third Party Websites and Information

The Predii Websites may contain links to third-party websites, or otherwise include references to information, documents, software, materials and/or services provided by other parties, which are provided solely for your convenience. Accessing these links will cause you to leave the Predii Websites. Predii does not endorse or make any representations about such third party websites, and Predii is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on those websites. Predii exercises no control over those websites and holds no responsibility over the contents of any third-party websites, any links contained in third-party websites or any modifications or updates made to third-party websites. Further, Predii shall not be held liable for any losses or damages incurred by users of these third-party websites. Please note that access and usage of these linked third-party websites, including any materials, information, services and products described or provided therein, is made solely at your own risk and discretion.

6. Intellectual Property Information

For purposes of these Terms, "content" is defined as any information, data, communications, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our Website. This includes reviews, Service Provider information, message boards, and other original content.

By accepting these Terms, you acknowledge and agree that except as otherwise provided below, all content presented to you on this Website is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You are only permitted to use the content as expressly authorized by Predii or the specific content provider. Unless otherwise expressly noted, nothing that you read or see on the Predii Websites or other site content, or any of the source code or HTML code that Predii uses to generate the Predii Websites may be copied, reproduced, modified, distributed, transmitted, republished, displayed, or performed for commercial use without the prior written consent of Predii, except as provided in the Terms, without prior written consent or otherwise permitted by relevant law. Any unauthorized use of the materials appearing on the Predii Websites may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, the Predii Websites will not infringe the rights of third parties.

7. Disclaimer of Warranties

all information, materials and services on the predii websites are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. without limiting the foregoing, we make no warranty that (a) the services and materials will meet your requirements, (b) the services and materials will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the services or materials will be effective, accurate or reliable, or (d) the quality of any products, services, or information purchased or obtained by you from the website from us or our affiliates will meet your expectations or be free from mistakes, errors or defects. some jurisidictions do not allow the exclusion or limitation of implied warranties or limitations on how long an implied warranty may last, so the above exclusion may not apply to you.  you may also have other legal rights which vary by jurisdiction.  if disclaimer is not allowed, then to the extent permissible, any implied warranties are limited to ninety (90) days.

the predii websites could include technical or other mistakes, inaccuracies or typographical errors. we may make changes to the materials and services at the predii websites at any time without notice. the use of the services and/or materials through the predii websites is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities.

You understand and agree that temporary interruptions of the services available through the Predii Websites may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Predii Websites, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.

8. Limitation of Liability

in no event will predii, or its officers, directors, employees, agents, suppliers, successors, assigns or affiliates be liable to you or any third party for any indirect, special, punitive, incidental or consequential damages or loss of any kind, or any other damages whatsoever (including without limitation damages for loss of business, loss of profits, or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if predii or its representatives have been advised of the possibility of such damages and on any theory of liability.  additionally, in no event will predii’s total, aggregate liability under this agreement for all claims of any nature arising hereunder exceed $100. this limitation is cumulative for all claims howsoever arising under this agreement, and this limitation shall apply even if the remedies provided in this agreement shall fail of their essential purpose.

Some jurisidictions do not allow the limitation or exclusion of liability for incidental or consequential damages, or the absolute limitation on damages, so this limitation or exclusion may not apply to you. in such jurisidictions, the respective liability of predii, or its officers, directors, employees, agents, suppliers successors, assigns or affiliates, is limited to the greatest extent permitted by such law.  The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the bargain between Predii and you.  You agree that Predii would not be able to provide access to the Predii Websites without such limitations.

 9. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold Predii and its Affiliates harmless from all demands, losses, costs, fees, damages, liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from your (or anyone using your account, computer or software’s) use or misuse of the Predii Websites or violation of these Terms. Predii reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Predii in asserting any available defenses, and in no event may you agree to any settlement affecting Predii without Predii’s written consent.

10. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Predii’s personnel will never ask you for your password. You may not transfer or share your account with anyone, and Predii reserves the right to immediately terminate your account if you do transfer or share your account.

11. International Use

Although the Predii Websites may be accessible worldwide, we make no representation that materials on this Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Predii Websites from other locations do so on their own initiative and are responsible for compliance with local laws.

12. Termination of Use

You agree that Predii may, in its sole discretion, terminate or suspend your access to all or part of the Predii Websites with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on the Predii Websites immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Predii Website(s). Predii shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Predii in connection with such termination or suspension.

13. United States Government Rights

The Software, as defined in Section 4 above, is a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software”, “commercial computer software documentation” and “commercial services”. If you are a U.S. governmental entity, then you acknowledge and agree that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the Software and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes, (ii) the Software were developed fully at private expense and (iii) all other use of the Software except in accordance with the license grant provided above is strictly prohibited.

14. Governing Law

The Predii Websites (excluding any linked Websites) are controlled by Predii from our offices within California, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing the Predii Websites the parties agree that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof and excluding the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Predii Websites and use of any services available through the Predii Websites. Except for actions wherein Predii seeks injunctive relief for a breach of its IP rights, both parties agree and hereby submit to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of California with respect to such matters.

15. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to Predii must be sent to the attention of Customer Service at info@predii.com, or if via postal mail at 2211 Park Blvd., Palo Alto, CA 94306, U.S.A. Notices to you may be sent to the address supplied by you as part of your registration data. In addition, Predii may broadcast notices or messages through the Predii Websites to inform you of changes to the Predii Websites or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

16. Miscellaneous

You may not assign your rights and obligations under these Terms to any party, and any purported attempt to do so will be null and void. Predii may freely assign our rights and obligations under these Terms. You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Predii Websites, or use of or access to the Predii Websites. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by Predii to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.

If you breach any term of the Terms, Predii may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Predii’s remedies are cumulative and not exclusive. Failure of Predii to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of these or any additional Terms at any time thereafter.

17. Entire Agreement

These Terms, together with any other agreements you enter in connection with your use of the Predii Websites or the services hereunder, constitutes the entire agreement and understanding between the parties concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. To the extent that anything in or associated with the Preddi Websites is in conflict or inconsistent with these Terms, these Terms shall take precedence. All questions concerning this Agreement should be directed to: Predii Inc., 2211 Park Blvd., Palo Alto, CA 94306, U.S.A.  Attention: General Counsel.