PING and PING, Inc. offer online informational platforms (the “Platform”). PING makes the Platform available through PING’s website located at https://ca.ping.com/ and any other websites operated by PING (each, a “Site”) and mobile applications provided by and on behalf of PING (each, an “Application”) provided by and on behalf of PING (the Site and Applications are treated as a part of the “Platform” for purposes of this Agreement).
The Platform provides individual end users (“Users”) with the ability to access information, data, and content (“Content”), on a variety of topics, as well as additional services, functionality, and resources described on the Platform (“Services”).
Unless You or Your organization have entered into a separate written agreement with PING regarding the Platform, this Agreement is the complete and exclusive agreement between You and PING regarding Your access to and use of the Platform, Content, and Services.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, PING IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT, OR SERVICES, AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.
1. DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in Canada.
2. TERM. This Agreement is entered into as of the earlier of the date You first download or install any Application or first access or use the Platform, Content, or Services (the “Effective Date”) and will continue until terminated as set forth herein.
3. MODIFICATIONS. PING may, at any time, modify or discontinue all or part of the Platform, Content, or Services; change, modify or waive fees required to use the Platform, Content, or Services; or offer opportunities to some or all Users, subject to any restrictions placed on PING’s exercise of such rights under applicable Laws. PING also reserves the right, at any time, to modify this Agreement. PING will inform You of the presence of any changes to this Agreement by posting those changes on the Platform or by providing You with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You may terminate this Agreement as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content, or Services following such notice period. PING will note the effective date of the latest version of this Agreement at the end of this Agreement.
4. ELIGIBILITY. By accepting this Agreement through Your use of the Platform, Content, or Services, You also certify that You are 18 years of age or older. If You are under the age of 18 but at least 13 years of age, You may use this Platform, Content, or Services only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. Children under the age of 13 may not use the Platform, Content, or Services under any circumstances. If You are a parent or legal guardian agreeing to this Agreement for the benefit of a child between the ages of 13 and 18, be advised that You are fully responsible for his or her use of the Platform, Content, or Services, including the legal liability that he or she may incur. If You do not agree to (or cannot comply with) any of this Agreement, do not use the Platform, Content, or Services.
5. ACCOUNT. You may be required to establish an account on the Platform (an “Account”) to access portions of the Platform, Content, or Services. Approval of Your request to establish an Account will be at the sole discretion of PING. Each Account and the User identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access Your Account or Account ID. You are solely responsible for all use of the Platform, Content, or Services through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify PING immediately if any Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any actions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Account Information”). You agree that: (a) all Account Information You provide will be true and complete; and (b) You will maintain and promptly update Your Account Information to keep it accurate and current. You may not: (i) use or input Account Information of another person with the intent to impersonate that person; and (ii) use or input Account Information that PING, in its sole discretion, deems offensive.
6. YOUR CONTENT.
6.2 Product Testimonials, Submissions, and Comments. All of Your Content that constitutes product-related testimonials, submissions, or other product comments disclosed, submitted or offered to PING on or by this Platform or otherwise disclosed, submitted or offered in connection with Your use of PING products (collectively, the "Product Comments") shall be and remain the property of PING. Such disclosure, submission or offer of any Product Comments shall constitute an assignment to PING of all worldwide right, title, and interest in, to, and under all copyrights and other IPR in the Product Comments. PING will own exclusively all such right, title, and interest and shall not be limited in any way in its use, commercial or otherwise, of any Product Comments. PING will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Product Comments You submit for any purpose whatsoever, without restriction and without compensating You in any way. PING is and shall be under no obligation: (a) to maintain any Product Comments in confidence; (b) to pay to You or any other User any compensation for any Product Comments; or (c) to respond to You or any other User regarding Product Comments. You agree that any Product Comments submitted by You to the Platform will not violate this Agreement or any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and will not cause injury to any person or entity. PING does not regularly review posted Product Comments, but does reserve the right (but not the obligation) to monitor and edit or remove any Product Comments submitted to the Platform. You grant PING the right to use the name that You submit in connection with any Product Comments. You agree not to impersonate any person or entity, or otherwise mislead as to the origin of any Product Comments You submit. You are and shall remain solely responsible for the content of any Product Comments that You make and You agree to indemnify PING for all claims resulting from any Product Comments You submit. PING take no responsibility and assume no liability for any Product Comments submitted by You or any other User. For the avoidance of doubt, Product Comments are a subset of Your Content, and all the rights and restrictions contained in this Section shall be in addition to rights and restrictions regarding Your Content contained in this Agreement.
7.1 To the Platform. Subject to Your compliance with this Agreement, PING will permit You to access and use the Platform solely for lawful purposes and only in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintain all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Platform to meet Your operational and business requirements based on Your particular circumstances, and for paying all charges related thereto.
7.2 To Applications. Subject to Your compliance with this Agreement and any other terms and conditions accompanying each Application, PING will permit You to download and install Applications and operate those Applications solely for the purpose of using and accessing the Platform, Content, and Services. You may install each Application only on computers, mobile devices, or smart phones owned or controlled by You and used only for Your own personal and non-commercial purposes in accordance with this Agreement and any applicable terms and conditions accompanying the Application or otherwise provided to You by PING. Except as expressly set forth in the previous sentence, You are granted no licenses or other rights in or to any Application or any IPR therein or related thereto. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement You are required to agree to before being given access to any Application.
7.3 To Content. You will be provided with access to a variety of Content through the Platform, including, text, audio, video, photographs, maps, illustrations, product reviews, graphics, and other data, information, and media. Unless otherwise noted on the Platform, all Content available through the Platform (“Platform Content”) is owned by PING and PING’s other third party providers. All Platform Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for Your use of any Platform Content. Subject to Your compliance with this Agreement, You may access the Platform Content solely for Your own personal, non-commercial purposes in connection with Your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Certain Content may include or be based on data, information or content from other Users and other third party Content providers (“Third Party Content”). PING has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content provided through the Platform. Without limiting the foregoing, PING will not be held liable to You or any other third party for any Content, including Your Content (as defined below) Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR therein or related thereto. If You would like to use the Content in a manner not permitted by this Agreement, please contact PING.
7.4 To Third-Party Services. The Platform may provide You with the choice to access services developed, provided, or maintained by other third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement but will not apply to any other Services You may access through PING. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement.
7.5 To Social Media Features. The Platform may provide certain social media features that enable You to link certain Content available on the Platform to third-party social media sites or cause limited portions of Content available on the Platform to appear on third-party social media sites. You may use these social media features only as they are provided by PING, solely with respect to the Content as it is displayed on the Platform, and otherwise in accordance with any additional terms and conditions provided by PING with respect to such social media feature. PING may disable all or any social media features and any links at any time without notice in PING’s sole discretion.
8. APP STORE. The Application may be obtained through a third party distribution platform (e.g., the Apple App Store) (the “App Store”) and is to be used solely on a mobile device owned or controlled by You that operates such third party’s operating system. This Agreement incorporates by reference the terms of the Addendum to this Agreement and any other terms available at the respective App Store from which You have obtained the Application. You agree that the this Agreement is between You and PING, and not with the App Store. The App Store is not responsible for the Application, maintenance and support services or any warranty thereof, or addressing any claims related thereto. You agree to pay all fees charged by the App Store in connection with the Application (if any). The Application may also be subject to additional terms and conditions and privacy policies, and PING is not a party to nor responsible for those additional terms.
9. ORDERS AND TERMS OF SALE. You may be permitted to place orders seeking to purchase products and other offerings available for sale on the Platform (whether in the form of an online order submitted through the Platform, a service provider’s platform, or an order submitted by way of email, phone, or other form permitted by PING, an “Order”). All Orders are subject to acceptance by PING, in its sole discretion. In addition to this Agreement, Your purchase of any products is governed by the terms displayed on the Platform in connection with each product and any additional terms provided to You in connection with Your Order or any acceptance of Your Order provided by PING (the “Terms of Sale”). By placing an Order, You agree to be bound by the Terms of Sale with respect to that Order and all products included in that Order. If this Agreement conflicts with the Terms of Sale, the Terms of Sale will govern and control with respect to the products provided to You under that Order. Risk of loss and title to any products You purchase pass to You upon delivery of those products to the applicable carrier. If a product is listed at an incorrect price or with incorrect information, PING shall have the right to refuse or cancel any Order placed for those products, whether or not the Order has been confirmed or Your credit card has been charged. If Your credit card has already been charged for an Order and the Order is canceled, PING will promptly issue You a credit or refund in the amount of the charge.
10. TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content You obtained prior to termination); (c) You will immediately delete any Applications You have downloaded or installed prior to termination; and (d) PING may, in its sole discretion, delete Your Account and any of Your Content held by PING at any time. Sections 1 (Definitions), 6 (Your Content), 9 (Orders and Terms of Sale), 10 (Termination), 11 (Suspension), 12 (Platform Technology), 13 (Ownership), 14 (PING Marks), 15 (Representations and Warranties), 16 (No Warranties; Disclaimers), 17 (Indemnity), 18 (Limitation on Liability), 19 (Data Privacy), 20 (Improvements and Feedback), 21 (Governing Law and Venue), 22 (Notices), 23 (Linked Sites), 24 (Claims of Infringement), 25 (Filtering), 26 (Information or Complaints), 27 (Equitable Relief), 28 (Export), and 29 (Additional Terms) will survive any expiration or termination of this Agreement.
11. SUSPENSION. Without limiting PING’s right to terminate this Agreement, PING may also suspend Your access to Your Account and the Platform, Content, or Services (including any of Your Content held by PING), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by PING to be inappropriate or detrimental to the Platform, Services, Content, PING, or any other PING User, App Store, or third party.
12. PLATFORM TECHNOLOGY. The Platform, and the databases, software, hardware and other technology used by or on behalf of PING to operate the Platform, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of PING or its parent company. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere with the operation or hosting of the Technology.
13. OWNERSHIP. PING or its parent company retain all right, title, and interest, including, without limitation, all IPR, in, to, and under the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in, to, or under the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, Content, and Services under this Agreement. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights, and contract rights. PLEASE NOTE THAT UNAUTHORIZED USE OF THE TECHNOLOGY (INCLUDING WITHOUT LIMITATION ANY SOFTWARE USED TO MAKE THE TECHNOLOGY AVAILABLE) MAY SUBJECT YOU TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES INCLUDING WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.
14. PING MARKS. PING or its parent company, and their respective licensors or suppliers, own the trade names, trademarks and service marks on the Technology, including without limitation “PING”, the PING logo, and any related names and marks. All trademarks and service marks on the Technology not owned by PING or its parent company are the property of their respective owners. You may not use our trade names, trademarks, or service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained herein or on the Technology should be construed as granting any license or right to use any trade names, trademarks, or service marks without express prior written consent of PING.
15. REPRESENTATIONS AND WARRANTIES.
15.1 Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
15.2 Compliance With Laws. You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific Law. Your use of the Platform in compliance with any specific Law applicable to You, or to Your Content or other data or information You may provide or generate through the Platform, is Your sole responsibility. PING is not responsible for enabling Your compliance with any such Law or for Your failure to comply. You represent and warrant to PING that Your use of and access to the Platform, including, without limitation, Your Content and any other data or information You may provide or generate through Your use of or access to the Platform, will comply with all Laws and will not cause PING itself to violate any Laws.
16. NO WARRANTIES; DISCLAIMER. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PING AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT OR SERVICES, AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM. PING AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PING, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. PING AND ITS PROVIDERS MAKE NO WARRANTY THAT: (a) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (b) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS; (e) THE PLATFORM WILL NOT INCLUDE ANY TYPOGRAPHICAL OR OTHER ERRORS; OR (f) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. ANY CONTENT OR SERVICES OBTAINED THROUGH THE USE OF THE PLATFORM IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
17. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless PING and its parent company, officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) Your access to or use of the Platform, Content, or Services; (b) Your Content or other data, information, or Product Comments that You access or provide through the Platform; and (c) Your breach of any representation, warranty, or other provision of this Agreement. PING will provide You with notice of any such claim or allegation, and PING will have the right to participate in the defense of any such claim at its expense.
18. LIMITATION ON LIABILITY. PING AND ITS THIRD PARTY PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF PING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. PING’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED WILL NOT EXCEED $100 OR, IN THE CASE OF ANY ORDERS YOU MAKE THROUGH THE PLATFORM, THE AMOUNTS PAID BY YOU TO PING FOR THOSE PURCHASES IN THE 3 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, PING’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
20. IMPROVEMENTS AND FEEDBACK. You shall, and hereby do, assign to PING Your entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Platform which You may propose or make at any time (“Improvements”). You shall, and hereby do, assign to PING Your entire right, title, and interest in any feedback You provide to PING regarding the Platform, including but not limited to its usability, bug reports, and testing results (collectively, “Feedback”). PING may use and otherwise exploit the Feedback and Improvements as it wishes with no compensation to You. In the event that any of Your rights with respect to any Improvement or Feedback are not fully assignable or otherwise transferable to PING for any reason whatsoever, You shall, and hereby do, grant to PING an exclusive, irrevocable, perpetual, royalty-free, fully paid-up worldwide license in and to all of Your rights with respect to such Improvement or Feedback and all IPR therein. You shall notify PING of any Improvement within a reasonable time after its development and provide PING with access to all information concerning such Improvement as PING shall reasonably request.
21. GOVERNING LAW AND VENUE. You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or Your use of the Platform) is governed by and shall be construed in accordance with the laws of the Dominion of Canada and applicable provincial jurisdiction, without regard to its principles of conflicts of law, and You consent to the exclusive jurisdiction of the federal and provincial courts located in Canada, and waive any jurisdictional, venue or inconvenient forum objections thereto.
22. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to PING by postal mail to the address for PING listed on the Platform. PING may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to PING in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the Platform, PING may instead provide such notice by posting on the Platform. Notices provided to PING will be deemed given when actually received by PING. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
23. LINKED SITES. The Platform may contain links to third party sites or Content that are not under the control of PING. If You access a third party site or any Content from the Platform, then You do so at Your own risk, and PING is not responsible for any content on any linked site or linked content. You may not frame or otherwise incorporate into another site the Content or other materials on the Platform without PING’s prior written consent.
24. CLAIMS OF INFRINGEMENT. PING respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our compliance department by mail to:
PING CANADA CORPORATION
2790 Brighton Road
Oakville, Ontario L6H 5T4
Please provide the following information to PING: (a) the identity of the infringed work, and of the allegedly infringing work; (b) Your name, address, daytime phone number, and email address, if available; (c) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (e) Your electronic or physical signature.
25. FILTERING. PING hereby is notifying You that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the following website: OnGuard Online (http://onguardonline.gov/). Note that PING does not endorse, support, or approve any of the products or services listed at such website.
26. INFORMATION OR COMPLAINTS. If You have a question or complaint regarding the Platform, please feel free to contact PING via e-mail at www.ca.ping.com. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to PING. You may also contact PING by phone at: (905) 829-8004 or by writing to PING at 2790 Brighton Road, Oakville, Ontario, L6H 5T4.
27. EQUITABLE RELIEF. You agree that any use of the Platform in breach of this Agreement will cause PING irreparable harm for which monetary damages is not an adequate remedy; in such event, PING will be entitled to injunctive or other equitable relief in any court of competent jurisdiction without prejudice to any other right or remedy and without posting a bond or proving actual damages.
28. EXPORT. The Platform and related Technology may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export, or import as may be required.
29. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content, and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by PING under this Agreement must be in writing or later acknowledged by PING in writing. Any waiver or failure by PING to enforce any provision of this Agreement on one occasion will not be deemed a waiver by PING of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of PING. Any assignment in violation of the foregoing will be null and void. PING may assign this Agreement to any party that assumes PING’s obligations hereunder. The parties hereto are independent parties, not agents, employees, or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. PING may reference You as a User of the Platform and use Your name and logo, as applicable, in listings of Users of the Platform appearing on the Platform and for other marketing and promotional purposes relating to the Platform, Services, or Content. Except for third parties as stated in this Agreement, nothing in this Agreement express or implied, is intended to or shall confer on any person (other than the parties and their respective successors and permitted assigns) any rights, remedies, obligations, or liabilities.
Effective as of June 1, 2018.
Supplemental Terms for Apple
Notwithstanding anything set forth above, if You obtained a license to the Application through the Apple App Store, the following additional terms and conditions apply.
A. Acknowledgement: You acknowledge that this Agreement is between You and PING, not Apple, and PING. Apple, is solely responsible for the Application and the content thereof.
B. Scope of License: For the avoidance of doubt, the license granted herein is solely for Your use on any Apple-branded products that You own or control as permitted by this Agreement and the Usage Rules set forth in the App Store Agreement.
C. Maintenance and Support: You acknowledge that Apple will not have any obligation whatsoever to provide any maintenance or support with respect to the Application.
D. Warranty: You agree that PING shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement. In the event of any failure of the Application to conform to any applicable warranty, You have the right to notify Apple, and Apple shall refund the purchase price for the Application to You. You acknowledge that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of PING, to the extent applicable.
E. Product Claims: Both parties hereto agree that PING, not Apple, is responsible for addressing any claims made by You or any third party relating to the Application or Your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
F. Intellectual Property Rights: Both parties hereto acknowledge that, in the event of any third party claim that the Application or Your possession and use of the Application infringes such third party’s intellectual property rights, PING, not Apple, will solely be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
G. Legal Compliance: You represent and warrant that: (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) You are not listed on a U.S. Government list of prohibited or restricted parties.
H. Developer Name and Address: PING’s contact information for any questions, complaints, or claims with respect to the Application is set forth in this Agreement.
I. Third Party Terms of Agreement: You must comply with all applicable third party terms of agreement when using the Application, e.g., You must not be in violation of Your wireless data service when using the Application.
J. Third Party Beneficiary: Both parties acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this Agreement, and that, upon Your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary hereof.
K. Apple Minimum Terms Control: You acknowledge and agree that if any of the terms and conditions of this Agreement are inconsistent or in conflict with Apple’s applicable Instructions for Minimum Terms for Developer’s End User License Agreement, the terms and conditions of Apple’s Instructions for Minimum Terms of Developer’s End User License Agreement shall apply.