Use of Service.
(a) Each User subscription to the PeopleGoal Application shall entitle one User to use the Service via the PeopleGoal Application, subject to the terms of this Service Agreement, together with any other terms required by PeopleGoal. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service).
(b) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the PeopleGoal Application, and shall notify PeopleGoal Application promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the PeopleGoal Application.
(c) You shall use the PeopleGoal Application solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the PeopleGoal Application available to any third party, other than to Users or as otherwise contemplated by this Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the PeopleGoal Application or the data contained therein; or (vi) attempt to gain unauthorized access to the PeopleGoal Application or its related systems or networks.
(d) You shall not (i) modify, copy or create derivative works based on the PeopleGoal Application; (ii) frame or mirror any content forming part of the PeopleGoal Application, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the PeopleGoal Application; or (iv) access the PeopleGoal Application in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the PeopleGoal Application.
Subject to the limited rights expressly granted hereunder, PeopleGoal reserves all rights, title and interest in and to the PeopleGoal Application including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this PeopleGoal Service Agreement.
If You are compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
Your use of the PeopleGoal Application may be immediately terminated and/or suspended upon notice due to a breach of the terms of this Service Agreement by You or any User. Subscription customers may terminate subscriptions at their discretion. Subscriptions are non-refundable except in instance of complete app-failure or termination of operations by PeopleGoal Inc.
Consultation and Custom Development
Consultation and/or Custom Development may be purchased through an Order Form or a Statement of Work. Terms of Consulting Services and/or Custom Development will be detailed in the Order Form or Statement of Work and billed separately.
PeopleGoal Application includes a certain cumulative amount of storage per User subscription for no additional charge.
PEOPLEGOAL MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE PEOPLEGOAL SERVICE, AND/OR THE PEOPLEGOAL APPLICATION APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEOPLEGOAL DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO PEOPLEGOAL APPLICATION APPLICATION AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
IN NO EVENT SHALL PEOPLEGOAL HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.