This End- User License Agreement (EULA) is a legally binding document between you (hereinafter Licensee) and PerXL which includes computer software and any associated media, printed materials, and "online" or electronic documentation ("Product"). If you are entering into this EULA on behalf of a business entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement. By installing, copying, and using the Product you agree to be bound by all the terms and conditions of this agreement. You may also receive product patches, updates, or upgrades, from time to time and by copying, installing, or otherwise using any of these, you agree to be bound by any additional license terms that may accompany such patches, updates, upgrades. If you do not agree to the additional license terms that accompany such updates, you may not install, copy, or use such updates.
This Eula is to be read in conjunction with the ‘Terms of Service’ (ToS) and Privacy Policy which can be found on https://.......and Licensee agrees to be bound by both EULA and the ToS. By accepting the terms of both Licensee also agrees that this is a legally enforceable document and if Licensee does not want to agree to the terms Licensee may not install or use the software.
PerXL reserves the right to change, modify, add or delete articles in this EULA at any time.
Definitions
‘The Service’ or ‘Services’ or ‘Product’
refers to all software, websites,
and related services provided
by PerXL to you.
‘Product’ refers to all computer software, any associated
media, printed materials, and
"online" or electronic documentation.
‘Information’ / ‘data’ means the same.
'Confidential Information', 'Personal Data' refers to all
such personal data processed by the Processer on behalf of the Data Owner.
User/Subscriber/Licensee/it/its/their mean the same, and
refers to you and anyone who
registers with and uses the Service or Services; if the subscriber is an organization all of its
personnel who use the Services; if you’re acting on behalf of an organization, the organization
and/or any legal entity that obtained the Software and on whose behalf it is used.
‘Subscription’ refers to obtaining a license to utilise the
services for a defined period
on a re-occurring basis.
‘Subscribe / Register’ is obtaining a license to utilise
the services.
‘Parties’ – User and PerXL.
‘PerXL Associates’ -Third party business partners of
PerXL.
‘PI’ or ‘PII’
(‘Personally Identifiable Information’) refers to Personal Data/
Personal Information of a living person who can be identified, directly or indirectly, by
identifiers such as a name, an identification number, location data, an online identifier or any
factors specific to physical, genetic, mental, economic, cultural or social identity of that
living person.
‘Non-PI’ (Non Personally Identifiable) Information or ‘Anonymized Information’,
refers to information which doesn’t fall under the category of PII and includes information
which does not relate to an identified or identifiable natural and living person or personal
data that has undergone pseudonymization and rendered anonymous in such a manner that personal
data can no longer be attributed to a specific data subject.
‘Content’ refers to all data/ information, applications,
usernames, files, profiles,
graphics, text, works of authorship, images, photos, sounds, audio and video clips, musical
works, links and other content or materials owned by PerXL.
‘Subscriber Content’ refers to all data/ information,
applications, usernames, files,
profiles, graphics, text, works of authorship, images, photos, sounds, audio and video clips,
musical works, links and other content or materials, submitted to the Service and owned by the
Subscriber.
‘Writing’ refers to any communication effected by
electronic or facsimile transmission
or similar means.
‘CCPA’ refers to the California Consumer Privacy Act of
2018.
‘CPRA’ refers to California Privacy Rights Act.
‘HIPAA’ refers to Health Insurance Portability and
Accountability Act.
‘HITECH 2000’ refers to Health Information Technology for
Economic and Clinical Health
Act.
Data processing– refers to any action, automated or manual,
performed on data and
includes collecting, recording, storing, structuring, organizing, using, transmitting,
disseminating, erasing.
‘Workspaces’ organizational units, branches, departments,
universities, or sectors.
‘Spaces’ are a subdivision of workspaces.
‘Sections’ are a subdivision of Spaces.
‘Tasks’ are a subdivision of Spaces.
‘Sub tasks’ are a subdivision of Tasks.
‘Computer’ refers to any device; laptop, desktop.
Grant and Scope of License
PerXL (or its licensors) grants Licensee, a non-exclusive, non-transferable, non-assignable, non-sublicensed, and limited use to install and/or use the Product (in whole or in part) (“License”), during the License Term, subject to Licensee’s compliance with the license, and payment of applicable fees, and the following terms.
If Licensee is accepting these terms on behalf of a company or its legal entity, Licensee represents and warrants that it has the authority to bind the licensee to this agreement. Licensee also agrees to be in compliance with the applicable laws and regulations and will hold PerXL, its Directors and employees harmless from and against any claims that may arise out of Licensee’s violation of the applicable laws and regulations.
Licensee shall not, directly or indirectly (i) reproduce, copy, edit, modify, translate, or alter the Product or its software (in whole or in part) ii) change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software iii) sell, rent out, lease, license, distribute, market, the Product or any of its parts commercially, (ii) reverse engineer, decompile, disassemble, adapt, or create derivate works of this Product (iv) create, use and/or distribute “script”, “auto”, “trainer”, or “macro” computer programs or other “cheat” or “hack” programs or software applications for this Product (over the internet or in local area network); v) allow any third party to use the Software on behalf of or for the benefit of any third party (vi) remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within this Product and (vii) export or re-export this Product or any copy of adaptation in violation of any applicable laws or regulations viii) use the Software in any way which breaches any applicable local, national or international laws xi) discard, evade, disable the protection mechanism x) use, nor allow others to use, the Product or this License expiry of the subscription services, without obtaining a license to do so from PerXL. Licensee shall ensure compliance with applicable laws and regulations. Customer shall hold PerXL, its directors and employees harmless from and against any claims that may arise out of Licensee’s violation of the applicable laws and regulations.
Licensee will be granted the License for use in the territory in which it is purchased.
Intellectual Property (IP) and Ownership
PerXL’s intellectual property and proprietary materials, include, but are not limited to product name, corporate names, domain names, service marks, designs or processes, tag lines and descriptors, database rights, content of its internet sites, including, but not limited to, code, text, graphics, designs, and all other materials, collectively hereafter referred to as ‘IP’.
PerXL shall at all times retain ownership of the Product as originally downloaded by you and all subsequent downloads of the Product. The Product (software, copyright, and other intellectual property rights of whatever nature in the Product, including any modifications made thereto), whether now known or hereafter created, are and shall remain the property of PerXL. PerXL does not grant any express or implied rights to use its IP and any use of any of the above would be an infringement of copyright laws.
Non-assignability, No rights granted
Subscriber understands and confirms that nothing in this agreement shall be deemed to constitute by implication or otherwise the grant of any title, interest or other rights. Subscriber may not sell or transfer any portion of the Service. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. Either party may, however, assign the Agreement to its successors in connection with an acquisition, corporate reorganization, merger, or sale of all or a substantial number of its assets.
Hardware requirements
Licensee is responsible in ensuring their devices meet the minimum requirements of the software. This software is licensed to be used on a single operating system. If the device is on a dual boot platform multiple licenses need to be procured.
License term
Upon expiration of the License the software may cease to function without any prior notice to Subscriber.
Territorial Restrictions
Software from the Service cannot be downloaded, exported, or re-exported except as authorized by United States law and laws of the jurisdiction in which the Software was obtained. This bans the use or export of the software or Services, or any part of it, into any country under U.S. embargo, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.
Third-party links
The Service may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
Warranties, Limitation of Liability
Licensee acknowledges that use of the Product is at their own risk. The Product is supplied in an ‘as is’ and ‘as available basis’. PerXL, its channel partners or any associated service providers hereby disclaim any guarantees, conditions, warranties of any kind, express, implied, or statutory or other terms including a) its accuracy, completeness, updatedness, security, reliability, or conformity b) fitness for a particular purpose c) implied warranties of title, non-infringement c) the Product’s performance in being uninterrupted or error free d) it being free of viruses, other malware or other harmful components.
Licensee assumes all responsibility for selecting the Product to achieve their intended use, Licensee is responsible for the installation, use and results obtained from the Product. PerXL its, channel partners or any associated service providers will in no event be liable for any loss or damage suffered pertaining to use of the Product or related third party service to the extent permissible under applicable laws.
Disclaimer of Warranties
EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, SATISFACTORY QUALITY, INCLUDING ITS ACCURACY, COMPLETENESS, UPDATEDNESS, RELIABILITY OR CONFORMITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT, ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE SERVICE, THE CONTENTS AND USER CONTENT (DEFINED BELOW), ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PERXL AND ITS EMPLOYEES, DIRECTORS, MANAGERS, OFFICERS, MEMBERS, AGENTS, LICENSORS, CHANNEL PARTNERS, VENDORS, SEVICE PROVIDERS, AND CONTRACTORS (COLLECTIVELY, “PERXL ASSOCIATES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS AND/OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE WEBSITE; (B) THE SERVICE (C) THE CONTENTS; (D) USER CONTENT D) ANY PRODUCTS OR SERVICES OFFERED OR REFERENCED AT THE WEBSITE; OR (E) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO PERXL ASSOCIATES OR THROUGH THE SERVICE. IN ADDITION, PERXL ASSOCIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, THAT FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT IT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PERXL ASSUMES NO LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. PERXL ASSOCIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE, CORRECT, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE WEBSITE, THAT YOUR USE IS AT YOUR SOLE RISK. PERXL ASSOCIATES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND PERXL ASSOCIATES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.
Limitation of liability
PerXL will not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or economic damages, to the fullest extent permitted by law, in relation to a) the Service b) the Content c) User content d) Performance of the Service e) Omissions or errors in operation of the Services f) Damage occurring to the equipment of any user, computer, computer peripherals, mobile, any other equipment or technology g) Action taken by law enforcement authorities due to activities performed by you or any other third-party h) Action taken due to copyright or intellectual property rights violations i) Damage occurring due to a security breach j) Damage occurring due to malicious software, bugs, including without limitation, damages, whether caused in whole or part, for loss of goodwill, loss of profits, even if the parties have been advised of such damages, whether based on negligence, strict liability tort, contract, or otherwise. PerXL Associates will not be liable to you or anyone else for any damage, injury, or loss, including without limitation death or personal injury. Notwithstanding any failure of essential purpose of any limited remedy, the above limitations will stay in force as these limitations are the core and fundamental elements of the agreement between the parties. By accessing the service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor".
Severability and No Waiver
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PerXL in writing.
Payment terms
Payment will be made by the Subscriber each month or for the year, in advance, for the services subscribed. The subscription will be automatically renewed unless notified in writing by the Subscriber 15 days prior to the renewal date.
Arbitration
All disputes between you and us related to your relationship with us, including disputes related to these Terms, your use of the Service, and rights of privacy and publicity, will be resolved through binding individual arbitration under the American Arbitration Association's rules. You and we waive the right to a trial by jury and the ability to participate in a class action. The Federal Arbitration Act will govern this dispute resolution provision, and any award rendered by the arbitrator may be entered in court. The arbitrator cannot award damages or remedies that conflict with these Terms. If the American Arbitration Association cannot schedule a hearing within 160 days, either party can opt for arbitration by the Judicial Arbitration and Mediation Services.
You have the option to opt out of arbitration, as mentioned earlier. If you exercise this option, neither you nor we can force the other to participate in an arbitration process. If you wish to opt out of the arbitration process, you would need to inform us in writing within 30 days from the date you first became subject to this arbitration provision. You may write to us at.
Address
40507 Lenox Park Dr
Novi, Michigan 48377
USA
You are required to specify your name and address, phone number and the username that is employed to access your account, along with a clear statement that you want to opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
Time limitation
You agree that you must file any claims related to your relationship with us within one year from the time the claim arose. If you fail to do so, your claim will be permanently prohibited.
Termination
This EULA is effective from the date you first use the Product and shall continue until terminated. You may terminate it at any time upon 30 days written notice to PerXL. You may also terminate the agreement, if PerXL materially breaches and fails to cure the breach within 30 days of receiving notice.
After the initial subscription term, subscriptions will automatically renew unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.
Upon termination or expiration, you must stop using the Service. All rights given to you during your use of the service will cease. PerXL will make Subscriber data available for download upon request within 30 days of termination, further to which PerXL is not obligated to provide Subscriber data or maintain it. Subscriber data will be deleted after 30 days unless obligated by law enforcing agencies to store it for a further period of time. If PerXL is found to be responsible for a breach and the services are terminated, we will refund any remaining subscription fees.
You will cease to use the services upon non-renewal of the subscription, or termination of services.
Governing Law/ Jurisdiction
This agreement, and any dispute arising out of or in connection with this EULA, shall be governed by and construed in accordance with the laws of State of Michigan without regard to its principles of conflicts of law, and regardless of your location.
