PIPFLIP CLIENT WEB SERVICES SUBSCRIPTION AGREEMENT EMBEDDED EDITION
Last updated on February 13, 2016
THIS “PIPFLIP” ONLINE END-USER WEB SERVICES SUBSCRIPTION AGREEMENT IS BY AND BETWEEN PHILLIPS CAPITAL, LLC. (UMBRELLA ENTITY), AND YOU (THE “SUBSCRIBER”). THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE OF ELECTRONIC ACCEPTANCE BY CLICKING A BOX INDICATING ACCEPTANCE PRIOR TO EXECUTING A PURCHASE FOR AN ONLINE SUBSCRIPTION FOR PIPFLIP SERVICES. ANY REFERENCE TO PIPFLIP SHALL INCLUDE PIPFLIP AFFILIATES, AS DEFINED BELOW. EACH OF PIPFLIP AND THE SUBSCRIBER IS A “PARTY” AND TOGETHER THEY ARE THE “PARTIES”.
THIS AGREEMENT GOVERNS ANY FREE TRIAL PERIODS FOR PIPFLIP SERVICES AND ANY USAGE THEREAFTER BY SUBSCRIBER, WHETHER PAID OR NOT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, DURING ANY TRIAL PERIOD, THE SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES. ANY REGISTRATION INFORMATION DURING TRIALS OR DURING SUBSCRIPTION WILL REMAIN CONFIDENTIAL.
A PARTY (individual) MAY NOT ENTER INTO THIS AGREEMENT ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY WHETHER THE PARTY REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY OR ITS AFFILIATES TO ANY LEGAL AGREEMENT. EACH PARTY IS RESPONSIBLE FOR THEIR OWN SUBSCRIPTION. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. BY ACCEPTING THIS AGREEMENT, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE.
WHEREAS, PIPFLIP has developed and maintains an integrated suite of Internet based services allowing subscribers to access documents and packages for the opportunity to build net worth (the “Services”). These Services are provided by PHILLIPS CAPITAL, LLC under the trade name “PIPFLIP” located at https://pipflip.com (the “Site”). PIPFLIP is a small group of retail traders with a goal to simply help create a positive future for all of our clients by generating income through the FOREX market. PIPFLIP allows our clients to voluntarily follow the lead of professional and experienced traders in order to capture profits at an exponential rate while considering the unforgiving market risk and positive reward. Risk is inevitable dealing with the market, and it is our job to reduce the risk for our clients and make trading both an enjoyable and profitable venture.
WHEREAS, Subscriber wishes to utilize the Services provided through the site, and PIPFLIP has agreed to provide such Services pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, the Parties hereto, for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:
- Subscription to PIPFLIP Services. PIPFLIP hereby grants to Subscriber exclusive, nontransferable privilege during the term covered under the purchased package to access and use the Services in accordance with this Agreement. All rights not expressly granted to end user under the subscription are reserved by PIPFLIP. The subscription granted to Subscriber pursuant to this Agreement will permit use of the Services by the Subscriber (“End-user”) specified in the payment summary screen. If there are any conflicts between this Agreement and the details of the subscription in the payment summary screen, the details of the subscription in the payment summary screen shall prevail. Subscriber may not share subscribed services or increase the number of End-users during the Initial or Subsequent Terms (as defined in Section 8) of this Agreement. Any individual interested in PIPFLIP services must subscribe under their own identity and agree to user terms and conditions (User Agreement) in order to gain access. An “Affiliate”, with respect to either Party, shall mean any entity, including and without limitation, any individual, corporation, company, partnership, limited liability company, or group, that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. SUBSCRIBER SHALL NOT SHARE, COLLABORATE, SELL OR DUPLICATE FOR RESALE ANY DATA OBTAINED FROM PIPFLIP SERVICES TO ANY PARTIES OR AFFILIATES DURING THE TERM OF AUTHORIZED SERVICES UNDER THIS AGREEMENT.
- Designated End-users. Each End-user will be designated as a client of PIPFLIP.com. The subscription for services by each End-user is exclusive to the end-user. Any unauthorized access to Services, or other abuse or impermissible activity on PIPFLIPs Site or in connection with PIPFLIP’s Services may result in immediate suspension or termination of End-user accounts pursuant to Section 8 of this Agreement. Subscriber will promptly notify PIPFLIP of any unauthorized use of the Services in breach of this Agreement, any unauthorized use of accounts, or any other known or suspected breach of security.
- Non US Residents/Citizens: You understand that if you are a resident and/or citizen of a country other than the United States of America, foreign laws, regulations, taxes, tariffs and other factors such as third party services, servers, that would otherwise be available if you were a resident and citizen of the USA, may not be available.
- PIN/Username and Password: As an End-user, you must use your assigned PIN/Username and Password for access to the secured PIPFLIP Website. You agree not to disclose your PIN/Username and Password to anyone except PIPFLIP in the case of access issues. You are responsible for use of your PIN/Username and Password and for any charges incurred as a result of their use. PIPFLIP is not responsible for profit loss as a result of missing or forgotten passwords. A “Forgot Password” feature is available on the website in the event it is lost or forgotten. PIPFLIP technical response time for access issues is automated so there is no reason to contact technical support for password issues.
- Limitations on Use. The Services are for use only by Subscriber. Except as permitted by this Agreement, the Services may not be decompiled, reverse engineered, disassembled, transferred, distributed, resold, sublicensed, or used to create any derivative works. Subscribers may not use any network monitoring or discovery software to determine the Site’s or Service’s architecture, or extract information about usage or individual identities of users. Subscriber may not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Site or Services. Subscriber may not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any non-End-user third party the Services in any way; (ii) modify or make derivative works based upon the Site or Services; (iii) create Internet “links” to the Site or Services or “frame” or “mirror” any content on any other server or wireless or Internet-based device; (iv) develop applications for internal use or install additional applications that are designed to run on or be used in conjunction with the Services. Subscriber may use the Site and Services only for its internal business purposes and shall not: use the Services in association with sending spam or otherwise duplicative or unsolicited messages; use the Services in association with infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or material in violation of third party privacy rights; use or introduce material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Site or Services; or attempt to gain unauthorized access to the Site, Services, or its related systems or networks.
- Service Details.
- PIPFLIP Services. PIPFLIP offers a service that allows our clients to essentially learn strategies and techniques through mirror trading currency pairs is to help create income through the FOREX market. PIPFLIP allows our clients to voluntarily follow the lead of professional and experienced traders in order to capture profits at an exponential rate while experiencing both risk and reward with higher rewards expected. The scope of services shall be agreed upon by the Parties through the electronic acceptance of this Agreement, and subscription fees thereof shall be outlined in the payment summary. Subscriber shall make commercially reasonable efforts to cooperate with PIPFLIP technical team on all technical aspects regarding access and interface with PIPFLIP applications. PIPFLIP will use good faith efforts to notify Subscribers, at the earliest possible opportunity, of any material changes implemented which materially impacts Subscriber’s access to and use of PIPFLIP’s Services. Subscribers are encouraged to regularly check with their third-party service providers to keep current on changes and updates to those third-party services that they use. PIPFLIP’s integration services are limited by any third-party usage limits, API request limits, factors that limit data availability and access, and other limits and rules which may inhibit access to our platform. The Subscriber may obtain access to PIPFLIP services immediately upon agreement and payment for subscribed services or at such time as is mutually agreed to by the Parties.
- PIPFLIP API. PIPFLIP’s API is an application programming interface, which can be integrated into a third-party service or through Subscriber’s own database or application. PIPFLIP’s Services may be deployed directly through the application programming interface and all the management for PIPFLIP’s API is managed through the WordPress Platform.
- Support Services. During the term of this Agreement and as stated in the applicable payment summary screen, PIPFLIP shall use commercially reasonable efforts to provide maintenance and support services for the Services around initial setup, deployment, bugs and errors (the “Support Services”).
- Fees and Payment.
- Subscription Fees. The fees for use of PIPFLIP’s Services (the “Subscription Fees”) are described in detail in the payment summary screen and are calculated, as specified, based on either the number of services desired. Subscription Fees based on volume of usage include the following: (i) Tier I services, of which 500 pips is the target accumulation per trading week (Sun-Fri); (ii) Tier II services, in which 700 pips is the target accumulation per trading week (Sun-Fri) ; or (iii) Tier III services, in which 1000 pips is the target accumulation per trading week (Sun-Fri).
- Payment of Subscription Fees. Payment of Subscription Fees shall be made in weekly, monthly, or quarterly installments, as set forth in the payment summary screen, and the payment shall be completed no later than 11:59pm EST prior to the Effective Date of services.
- Subscription Fees Changes. End-user Subscription Fees are contained in the payment summary screen. PIPFLIP reserves the right to change the weekly, monthly or quarterly Subscription Fees at any time, as provided in this Agreement.
- Taxes and Duties. PIPFLIP’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state), local, or other taxes based solely on PIPFLIP’s income from Subscriber.
- Payment Information. Subscriber agrees to provide PHILLIPS CAPITAL, by way of the payment system PayPal, with complete and accurate billing and contact information at the time of payment. This information includes Subscriber’s legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. All fees are payable in U.S. dollars to the payment portal on the website. PIPFLIP reserves the right to determine acceptable methods of payment for the use of its Services. If Subscriber believes any bill is incorrect, Subscriber must contact PIPFLIP in writing in within 7 days of payment containing the amount in question to be eligible to receive an adjustment or credit. Subscriber will pay the undisputed portion of the invoice, and Subscriber and PIPFLIP will cooperate to promptly resolve the payment dispute.
- Service Level Performance Criteria.
- Service Uptime and Maintenance. PIPFLIP shall provide to Subscriber 99.8% system Uptime per month (scheduled maintenance or upgrades on the system will not count against uptime). “Uptime” is defined as time when the Services may be accessed and used by End-users. The determination of Service Uptime will be calculated using a historical monthly percentage. PIPFLIP shall provide Subscriber with at least forty-eight (48) hours’ notice of any scheduled maintenance on the Service and PIPFLIP will use commercially reasonable efforts to conduct maintenance during non-Business Hours only (as defined below). This notice period shall not apply in the event Subscriber wants an immediate change to the service to accommodate any internal, sales and/or compliance changes. Should the Service not be accessible at least 99.8% of the month by most users, in the aggregate, PIPFLIP will credit to Subscriber the percentage difference in uptime of the monthly amount due, to be applied by Subscriber towards future Subscription Fees in the immediately preceding Term. If the Service is unusable for more than 8 hours during any given business day (8am EST – 5pm EST), PIPFLIP will credit to Subscriber any Subscription Fees at the prorated cost calculated as a percentage of monthly subscriptions divided by number of weekdays in the month multiplied by days of unavailability excluding weekends when public services are not offered. Any credits due to Service Downtime shall be applied towards future Subscription Fees in the immediately preceding Term or Downtime is defined below in Section 4. PIPFLIP shall use good faith efforts to promptly notify Subscriber of any outages or Downtime that it anticipates or discovers during the Term of this Agreement. No refunds are granted for paid services rendered or not rendered for circumstances of happenstance on the Subscriber’s part (E.g. unsatisfied, unable to physically participate, etc.)
- Average Response Time. “Average Response Time” will be defined as the amount of time from PIPFLIP’s outer firewall to PIPFLIP’s internal servers and back to PIPFLIP’s outer firewall and shall be server response time, not network transmission time, which shall not exceed a maximum of three (3) seconds, the measurement of which will not include any application response time.
- Downtime. Downtime is defined as the inability of most users to access the servers and majority of applications of the Service. Specifically excluded from the definition of Downtime are:
- Network errors outside of the control of PIPFLIP or agents of PIPFLIP;
- Server errors and limitations set by third-party service providers, including, but not limited to, Google;
- Planned maintenance announced at least forty-eight (48) hours prior;
- Maintenance that is performed between 9 pm and 5 am EST;
- Outages resulting from the actions of Subscriber other than through normal use of the Site or Services; and
- Any other unavailability caused by circumstances beyond PIPFLIP’s reasonable control, including, without limitation, acts of God, acts of government, floods, fires, earthquake, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.
- Amendments. The Parties agree that, in order to continually improve its Services, PIPFLIP may, from time to time, amend its Site and Services in its discretion and will make commercially reasonable efforts to notify Subscribers of said amendments. Subscriber is encouraged to continually check the Site for notices of changes, updates, and improvements.
- PHILLIPS CAPITAL Proprietary Information. The Site, Services, and its Contents (“PIPFLIP IP”) are owned or licensed by PHILLIPS CAPITAL and protected by U.S. and international copyright, trademark, service mark, patent and/or other proprietary rights and laws.
- Use of Trademarks, Service Marks, Trade and Service Names, Domain Names and Logos: Other than as provided in this Agreement, you must not use PIPFLIP’s trademarks, service marks, trade names, domain names, logos or any other copyrighted or registered materials, whether used alone or as part of a name or other material, without PIPFLIP’s prior written approval to your specific prior written request. You are not permitted to register or reserve any such marks, names or logos under any circumstances whatsoever, whether such registration or reservation is with a government agency, the internet, domain name registrars or any other form or method of registration or reservation. This prohibition includes e-mail addresses or parts thereof, entity names or marks including, but not limited to, corporate and limited liability company names and marks, social media user names, account names, etc. Any domain name registration in violation of this prohibition must be transferred to PIPFLIP upon PIPFLIP’s request
- Term, Suspension, and Termination.
- Term. Unless terminated earlier pursuant to this Section 8 of this Agreement, the initial term (“Initial Term”) of this Agreement shall be for the period in which the End-user subscribed for the services. There is no need for any written notice of termination on either Parties part unless there is suspected violations to this Agreement.
- Termination by Either Party for Any Reason. Either Party may terminate this Agreement at any time for any reason (“Termination for Convenience”). If Subscriber terminates this Agreement pursuant to this Section 8, Subscriber is not entitled to any refund of Subscriber Fees. If PIPFLIP terminates this Agreement pursuant to this Section 8, Subscriber shall receive a refund equivalent to any unused portion of the prepaid Term. Any unauthorized access, use of passwords or Services, or other abuse or impermissible activity on PIPFLIP’s Site or in connection with PIPFLIP’s Services may result in immediate suspension or termination of End-user accounts with no refund and without limitation of any other available legal remedies.
- Remedies Not Limiting. The remedies provided in this Section 9 are in no way limiting of one another or of any other rights and remedies granted to PIPFLIP under this Agreement. PIPFLIP may choose to terminate subscription under the terms of this Agreement or take other appropriate action for violations of the Agreement.
- Survival. Sections 8.3 (Remedies Not Limiting), 9 (Representations and Warranties), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Receipt of Confidential Information), and 14 (Additional Miscellaneous Provisions), this “Survival” provision, shall survive termination of this Agreement regardless of the manner in which this Agreement was terminated.
- Representations and Warranties.
- Mutual. Each Party represents, warrants, and covenants, as applicable, to the other Party that: (i) It has all right, title, and authority to enter into this Agreement; and (ii) Its execution of this Agreement and its engagement hereunder do not constitute a breach of any contract, agreement or understanding, oral or written, to which it is a party or by which it is bound.
- Performance Warranty. During the Term of this Agreement: (i) the Services shall function properly in conformity with the warranties herein and in accordance with this Agreement; and (ii) the Site commentaries and text shall completely and accurately reflect the operation of the Services.
- Updates. (i) All updates shall, at a minimum, be consistent with then-existing and released industry standards; (ii) no update will materially degrade the functionality, capabilities, or features of the Services at the time of release of such update; and (iii) all updates shall be backward compatible with the data structures, databases, and system architectures employed with previous versions of the Services licensed by Subscriber.
- Disclaimer of Warranties. PIPFLIP will make commercially reasonable efforts to ensure a virus free environment, a reliable operational schedule and to provide timely correction of content known to be inaccurate. Unless otherwise stated in Sections 4 (Service Level Performance Criteria) and 9 (Representations and Warranties), PIPFLIP does not represent or warrant that this Site or Services will be error-free, or free of viruses or other harmful components. The Site and Services are provided on an “as is” and “as available” basis, and, unless otherwise stated in this Agreement, PIPFLIP expressly disclaims all warranties, including the warranties of merchantability, and fitness for a particular purpose and non-infringement. PIPFLIP disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from this Site and Services; (b) the unavailability of this Site, Services, or any portion thereof; (c) Subscriber’s use of this Site or Services; (d) Subscriber’s use of any equipment or software in connection with the Site or Services; or (e) any third party web sites or content therein directly or indirectly accessed through links contained on the Site or through the Services.
- Limitation of Liability.
- THE LIABILITY OF PIPFLIP AND SUBSCRIBER TO EACH OTHER FOR ANY AND ALL CAUSE(S) OF ACTION, REGARDLESS OF THE FORM OF ACTION (INCLUDING CONTRACT, TORT, NEGLIGENCE OR ANY OTHER), ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT WILL IN NO EVENT EXCEED THE AVERAGE SUBSCRIPTION FEES IN THE THEN-CURRENT TERM.
- NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, OR DAMAGES FROM LOST PROFITS, LOST USE, OR ANY OTHER DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THIS SITE OR SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NOTWITHSTANDING THE FOREGOING, SECTION 12a and SECTION 12b WILL NOT APPLY TO (I) CLAIMS FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR CRIMINAL ACTS OR OMISSIONS, (II) BREACH OF CONFIDENTIALITY, (III) ANY THIRD PARTY CLAIMS SUBJECT TO THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
- Subscriber agrees to indemnify, defend and hold harmless PIPFLIP, its officers, directors, employees, agents, suppliers and any third party information providers to the Site or Services from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees (collectively, “Losses”), resulting from or in connection with: (i) any breach of any obligation of Subscriber under Section 14 (Confidential Information); (ii) any breach by Subscriber of any of its warranties and representations under Section 10(a) (Representations and Warranties); (iii) violation of any applicable laws by Subscriber, its officers, directors, employees, agents, contractors, or affiliates (“Subscriber Responsible Parties”); or (iv) any misuse, loss, damage, corruption, or destruction of the Services by Subscriber Responsible Parties or any breach of security relating to the same.
- PIPFLIP agrees to indemnify, defend and hold harmless Subscriber, its officers, directors, and employees from and against all Losses resulting from or in connection with: (i) any breach of any obligation of PIPFLIP under Section 13 (Confidential Information); (ii) any breach by PIPFLIP of any of its warranties and representations under Section 10 (Representations and Warranties); (iii) violation of any applicable laws by PIPFLIP, its officers, directors, or employees (“PIPFLIP Responsible Parties”); (iv) any loss, damage, corruption, or destruction of the Services by PIPFLIP Responsible Parties or any breach of security relating to the same; or (v) any infringement of intellectual property rights of any third party; provided, however, that PIPFLIP is not liable for any Losses arising under this Subsection 13(b)(v) to the extent that Subscriber modified the PIPFLIP IP, unless such modifications were approved by PIPFLIP, or the Losses are based on a use for which the applicable PIPFLIP IP was not authorized.
- Indemnification under subsections (a) and (b) hereof will be provided only on the conditions that: (i) the indemnifying Party is given written notice within fifteen (15) calendar days after the indemnified Party receives notice of the subject Action; (ii) the indemnifying Party has sole control of the defense and all related settlement negotiations, provided any settlement that would impose any monetary or injunctive obligation upon the indemnified Party shall be subject to such Party’s prior written approval and unconditionally releases the indemnified Party of all liability; and (iii) the indemnified Party provides cooperation and information in furtherance of such defense, as reasonably required by the indemnifying Party at the indemnifying Party’s expense. The indemnifying Party shall not be relieved of its indemnification obligations herein for the indemnified Party’s failure to comply with such requirements, except to the extent that the indemnifying Party has been prejudiced by the indemnified Party’s actions or inactions.
- Receipt of Confidential Information.
- Confidentiality. Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information as defined herein. “Confidential Information” means all information concerning a Party’s business not generally known to the public, whether or not marked as confidential. By way of illustration only, Confidential Information may include this Agreement, trade secrets, know-how, inventions, contractual disclosures, techniques, processes, algorithms, software programs, schematics, software source documents, contracts, customer lists, financial information, sales and marketing plans, information and business plans and other proprietary information, whether or not such information is marked as confidential. Confidential Information shall not include, even if it is marked as such, information that: (i) is already known to the receiving Party at the time of disclosure, which knowledge the receiving Party shall have the burden of proving; (ii) is, or, through no act or failure to act on the receiving Party, becomes publicly known; (iii) is readily observable and / or duplicable by the public; (iv) is legally received by receiving Party from a third party without restriction on disclosure; (v) is independently developed by receiving Party without reference to the Confidential Information of the disclosing Party; or (vi) is approved for release by written authorization of the disclosing Party. In maintaining the confidentiality of the other Party’s Confidential Information, each Party shall use at least the same standard that Party uses for its own confidential information of similar type, and shall take necessary precautions not to disclose such information to any person except its officers, employees or subcontractors, who have a need to know in order to comply with the obligations of this Agreement. Each Party’s officers, employees, and subcontractors shall be bound by the terms of this Section or a similar written agreement with terms no less protective of either Party’s Confidential Information than this Agreement. Each Party acknowledges that any actual or threatened violation of this Section may cause irreparable, non-monetary injury to the disclosing Party, the extent of which may be difficult to ascertain, and therefore agrees that the disclosing Party shall be entitled to seek injunctive relief in addition to all other remedies available at law and/or in equity. Nothing in this Section shall prohibit PIPFLIP from disseminating aggregated information that contains no identifiable Subscriber Confidential Information.
- Destruction and Return of Confidential Information. Upon written request of the disclosing Party, all materials containing Confidential Information in the receiving Party’s possession will be destroyed or returned to the disclosing Party and the receiving Party will retain no copies or reproductions of the Confidential Information unless required by law, except the receiving Party may retain one record copy, subject to the reasonable instructions of the disclosing Party with respect to such copy.
- Cooperation. In the event of any unauthorized use or disclosure or loss of any Confidential Information of the disclosing Party, the receiving Party shall promptly, at its own expense: (i) notify the disclosing Party in writing; (ii) take such actions as may be necessary or reasonably requested by the disclosing Party to minimize the violation or the damage resulting therefrom; and (iii) cooperate in all reasonable respects with the disclosing Party to minimize the violation and any damage resulting therefrom.
- Limitation. Notwithstanding the provisions of this Section, PIPFLIP may disclose Subscriber’s Confidential Information, which includes personally identifying information and End-user activity: (i) in accordance with a judicial or other governmental subpoena, warrant or order; provided that PIPFLIP shall comply with any applicable protective order or equivalent and, unless prohibited by law, PIPFLIP will employ commercially reasonable efforts to provide Subscriber with prior written notice, so that Subscriber has an opportunity to intervene at its own expense and to protect the confidentiality of its information; (ii) to law enforcement officials and regulators if it reasonably suspects unlawful activity; and (iii) to other Parties that are identified by Subscriber for that purpose.
- No Intellectual Property. THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use disclosing Party’s Confidential Information for the express, limited purposes described above.
- Additional Miscellaneous Provisions.
- Governing Law; Jurisdiction; Venue; Attorney’s Fees. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas, except for that body of law addressing conflicts of law. For any disputes that are not resolved by way of arbitration, as outlined below, the Parties hereby consent to exclusive venue and jurisdiction for actions concerning or relating to this Agreement in the federal or state courts of Texas, County of Bear. In any action to interpret or enforce this Agreement, the prevailing Party shall be awarded all court costs and reasonable attorneys’ fees it incurs. The Parties submit to the jurisdiction of said courts and waive any defense of forum non convenient. The Parties waive all rights to jury trials.
- Arbitration. Any controversy or claim arising out of or relating to this Agreement or the provision of the Services shall be finally settled by binding arbitration in accordance with the most current commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Antonio, Texas, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. However, subject to the foregoing arbitration provision, Subscriber and PIPFLIP agree to submit to the personal jurisdiction of the courts located within the city and county of San Antonio, TX. Either Subscriber or PIPFLIP may seek an interim or preliminary relief from a court of competent jurisdiction in San Antonio, TX, necessary to protect the rights or property of Subscriber or PIPFLIP (or its agents, suppliers, and subcontractors) pending the completion of arbitration. SUBSCRIBER AND PIPFLIP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both Parties agree otherwise, the arbitrator may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim.
- Assignments. This Agreement shall be binding upon and shall be for the benefit of PIPFLIP and Subscriber and both Parties’ respective legal representatives, successors, and permitted assigns; provided, that Subscriber shall not be entitled to assign, or delegate this Agreement, in whole or in part, without PIPFLIP prior written consent. Any attempted assignment, delegation, or assumption of this Agreement not in accordance with this Section will be of no force or effect.
- Entire Agreement; Waiver; Relationship of the Parties. This Agreement and the Exhibits hereto constitute the entire agreement between the Parties as to the subject matter hereof, and supersede all prior and/or contemporaneous agreements, representations, and understandings between them, whether orally or in writing, except as may be expressly incorporated by reference into this Agreement. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Parties. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the Parties, and neither Party shall have any right to bind the other or incur any obligation on the other’s behalf without the other’s prior written consent. Except as expressly provided for herein, this Agreement is not for the benefit of any third party, but nothing in this Agreement shall prevent or interfere with any consumer bringing an action against Subscriber for violation of law.
- Media or Government Inquiries: Any inquiries from or to be made to any media, government entity or regulatory body are to be immediately referred to and handled by PIPFLIP’s Customer Support team only. This policy is to assure that accurate and consistent information is communicated and that PIPFLIP’s public image is maintained
- Severability of Terms. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
- Amendment. This Agreement may be modified only in writing, signed by a duly authorized representative of each Party.
- Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile transmission, each of which when executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.
- Notices and Contact Information. Any demand, notice, or other communication required or permitted hereunder shall be effective if in writing and either (i) hand-delivered to the addressee; or (ii) deposited in the mail (registered or certified) or delivered to a private express company. Notices must be addressed as follows: (A) if to PIPFLIP, at the mailing address or email set forth in the “Contact Us” section of the Site; or (B) if to Subscriber, at the mailing address or email set forth in the Subscriber registration page. Email notice shall only be effective upon confirmation of receipt by the receiving Party. Either Party may change its notice address by providing the other Party with notice of the change.
- By clicking the “I Accept” button below, you, the Buyer, indicate that you are 18 years or older and that you accept the terms of the foregoing Agreement.