Terms Of Service
TERMS OF SERVICE
Last Updated: May 17, 2023
Our general, universal Terms of Service (to which you agree by using our software) are provided below and are accessible at our website at https://percy.ai/terms-of-service.
You are considered a User of Percy’s software-as-a-service platform if you have been given access to Percy through your employer or through your own actions via our website.
If you have been given access via your employer or other means outside of your own individual actions, there may be additional and contractual terms that apply to you. Where there may be conflicts between these Terms of Service and any other contractual agreement governing your access to Percy’s website or platform, the terms found in the other agreement shall prevail.
As a User, you are confirming to Percy that:
(a) You are at least 18 years of age and legally allowed to consent to a contract
(b) You are not barred from using Percy’s services by any relevant and legal governing body at the local, state or national level.
To eliminate any confusion, your acceptance of these terms of service via access to our website or any action you take to accept these terms of service constitutes entering a legally binding contract between Percy and you. If you do not wish to accept these terms please do not access our website or services.
If you cease using Percy before the effective date of a particular revised version of this Terms of Service, then you remain subject to the terms of the most recent version of this Terms of Service in effect while you were using the Products. If we make any material changes to this Terms of Service, we may provide a more prominent notice of our choosing. We encourage you to periodically review this Terms of Service to be informed on any relevant or pertinent updates.
2.Restrictions & Limitations on Use
(a) The software is licensed to you for personal or business use only. You may not transfer or sublicense the software to any third party.
(b) You agree not to copy, modify, or distribute the software, except as expressly permitted in the terms of service.
(c) You may not reverse engineer, decompile, or disassemble the software, except to the extent that such activities are expressly permitted by applicable law.
(d) You may not use the software to engage in any illegal or unauthorized activity, including but not limited to the distribution of malware or other harmful software.
(e) You may not use the software to harass, abuse, or harm others, or to violate the privacy or other rights of third parties.
(f) You may not use the software to transmit unsolicited or unauthorized advertising, promotional materials, or spam.
(g) You may not use the software to infringe upon the intellectual property rights of others.
(h) You agree to comply with all applicable laws and regulations regarding your use of the software. And that your use of the software is in a professional and legal manner relating to your specific business practices.
(i) You acknowledge and agree that the software is provided “as is” without warranty of any kind, and that the company is not liable for any damages arising from your use of the software.
(j) The company reserves the right to suspend or terminate your access to the software at any time and for any reason, without liability to you.
At our sole discretion, Percy may make changes, modifications and enhancements to the features and functionalities you may have access to or are paying for. If these changes materially affect your usage or experience, we will notify you accordingly. These enhancements may come with additional costs. If so, we will notify you accordingly.
- Other Users/Third Parties
Third-Party Terms of Service. The software may include or use third-party software, services, or content that is subject to separate terms and conditions, including but not limited to open-source software licenses and third-party service provider terms of service. Your use of such third-party software, services, or content is subject to and governed by the respective third-party terms and conditions.
You acknowledge and agree that we are not responsible for the availability or accuracy of any such third-party software, services, or content, and we do not endorse or assume any liability for any such third-party software, services, or content. You are solely responsible for complying with all applicable third-party terms and conditions and for your use of any such third-party software, services, or content.
- Support and Service Levels
We will use commercially reasonable efforts to provide technical support and maintenance services for the Software as follows:
(a) Support Channels. We will make technical support available to you through the following channels: email, phone, or our online support portal.
(b) Response Time. We will use commercially reasonable efforts to respond to your support requests within [insert time frame] from the time we receive your request. Response times may vary depending on the severity of the issue and the support channel used.
(c) Service Availability. We will use commercially reasonable efforts to ensure that the Software is available for access and use by you at least [insert percentage]% of the time each month, excluding scheduled maintenance windows and circumstances beyond our control, such as internet connectivity issues.
(d) Maintenance and Upgrades. We will perform routine maintenance and upgrades to the Software as necessary to maintain the security, stability, and performance of the Software. We will use commercially reasonable efforts to notify you of any scheduled maintenance or upgrades in advance.
(e) Exclusions. We will not be responsible for any support or maintenance services required as a result of: (i) your misuse or improper use of the Software; (ii) any modifications or customization of the Software made by you or any third party; or (iii) any third-party products or services used in connection with the Software.
(f) Limitations. We do not warrant that the Software will be error-free or uninterrupted, or that any defects or errors will be corrected. We disclaim all other warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.”
- User Data
The Service enables Users to send messages and share information that may be visible to other Users. Percy will respect Users’ privacy settings and preferences regarding the visibility of their content and information, including User Data. However, Percy is not obligated to publish any information or content on the Service, including User Data, and reserves the right to remove such content at its sole discretion, with or without prior notice.
You are solely responsible for complying with any applicable state and federal laws and regulations governing the collection, use, storage, and disclosure of User Data, including without limitation the Gramm-Leach-Bliley Act. You agree to indemnify and hold Percy harmless from any claims, damages, liabilities, and expenses arising from your failure to comply with such laws and regulations.
In relation to the User’s association with Percy, the User has ownership of their respective User Data, as well as any other content and information that they upload or have Percy upload on their behalf to the Service. However, the User grants Percy a limited, non-exclusive license to use such content as follows:
Pursuant to the following limitations, Users grant a worldwide, transferable, and sublicensable right to Percy to use, copy, modify, distribute, publish, and process any User Data, information, or content provided by Users solely in connection with the Service, without the need for any further consent, notice, or compensation to the User or others. Consumer Users understand and agree that foregoing limited non-exclusive license grants Percy the right to share User Data relating to such Consumer Users with other Users in connection with the Service, subject to the same limitations set forth above.
(a) Users may terminate this license for their specific User Data, information, and content by requesting it be deleted from the Service, or by closing their account entirely. However, such termination will not apply to any data, information, or content that has already been shared with others via the Service and has subsequently been copied, re-shared, or stored by those recipients. In addition, for a reasonable period of time necessary to remove the data, information, or content from backup and other systems, the termination will not be effective.
(b) Percy will seek the User’s consent before granting others the right to publish the User’s content in any manner that is inconsistent with or beyond the scope of the Service.
(c) While Percy may edit a User’s content for format purposes (such as translating it, resizing it, changing its layout or file type, or removing metadata) in connection with the Service, Percy will not change the meaning of the User’s expression.
We are not obligated to store your data indefinitely. You acknowledge that we may delete your data from our servers without prior notice to you, and we shall not be liable for any loss or damage resulting from such deletion. It is your responsibility to keep backup copies of any data that you upload to our servers.
- Additional Terms for Enterprise Users and Individual Users
As an Enterprise User, you understand and accept that your access to the Service is subject to the control and monitoring of the Enterprise you are associated with. The Enterprise Administrative User has the authority to review your usage of the Service and make decisions about your Enterprise User account. Any conflicts between you and the Enterprise, including disputes over User Data related to Consumers, cannot be resolved by Percy. Percy is obligated to comply with all reasonable instructions given by the Enterprise with regards to the resolution of such conflicts.
If you are an Individual User, you acknowledge that there may be Administrative Users that are given access to your account at the current company you work for or are legally affiliated with. Given the liability of compliance and risk associated with adhering to applicable laws and regulations, these individuals may need to review and monitor your account. These Administrative Users will not have access to the data you have loaded to Percy. They may only be given access to view the content that any Consumer you have loaded to Percy sees and experiences.
Furthermore, these specific Administrative Users will not be able to cancel, modify or adjust your license to Percy. However, they may require Percy to take certain action to modify or adjust your account based on corporate branding requirements and compliance and legal requirements.
The following types of Client and Consumer data is allowed to be loaded to Percy. Percy reserves the right to reject User Data that is sent to Percy that does not adhere to applicable laws and the following guidelines. Percy reserves the right to take certain actions to ensure quality of data, including email verifications, home address verifications and other relevant actions.
Past Client Data: This includes Consumers that you have a relationship with. Whether that is from a transaction that was complet or a transaction that was started but not complete.
Client Data from Opt-In Clients: This data includes Consumers that find their way to certain landing pages or opt-in pages; whether those are Percy related services or other vendor related services.
- Password Protected Access
The Service may provide password-protected areas, such as user accounts or dashboards, which are accessible only to users who have a valid login and password. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to protect your login credentials or to comply with this provision. We reserve the right to terminate your account or deny access to password-protected areas of the Service if we suspect unauthorized or improper use of your account.
- Fees and Payment Terms
All payment obligations are non-cancelable and all amounts paid are nonrefundable,
Individual Users: The Service may be subject to fees as specified in our pricing plans. By subscribing to the Service, you agree to pay the applicable fees. All fees are exclusive of any taxes, levies or duties, including without limitation, value-added tax (VAT), sales tax, or any other similar taxes, which may be imposed on the Service. You agree to pay any such taxes, levies, or duties as may be applicable. We reserve the right to change our pricing plans or fees at any time upon notice to you. Fees may be collected via credit card or automated clearing house (ACH). All payments must be made in U.S. dollars.
Enterprise Users: All applicable fees will be governed by the applicable Enterprise Agreement.
- Nonpayment and Service Suspension
In the event that you fail to pay any fees or charges applicable to your use of the Service, we reserve the right to suspend or terminate your access to the Service. Any such suspension or termination shall not relieve you of the obligation to pay any outstanding fees or charges.
If your account is suspended due to nonpayment, we may reinstate your access to the Service once payment has been received and processed. However, we reserve the right to require payment in advance before reinstating your account.
In addition to our right to suspend or terminate your account for nonpayment, we may also suspend or terminate your access to the Service for any violation of these Terms of Service or any applicable law or regulation. We will use commercially reasonable efforts to provide you with notice of any suspension or termination, unless we determine in our sole discretion that providing such notice would cause us legal or operational difficulties.
We shall not be liable to you or any third party for any damages, losses, or expenses arising from any suspension or termination of your access to the Service, including but not limited to any loss of data, information, or other content. You acknowledge that we may delete any data or content associated with your account during any suspension or termination, and we shall have no obligation to maintain or provide you with access to such data or content.
- Restrictions; Termination
You agree that you will not use the Service for any unlawful purpose or in any way that violates these Terms of Service. You further agree not to engage in any conduct that restricts or inhibits any other person from using or enjoying the Service, or which, in our sole judgment, exposes us or any of our affiliates, users, or any other third party to any liability or detriment of any type.
We reserve the right to terminate your access to the Service, without notice or liability, if we determine in our sole discretion that you have violated these Terms of Service, or that you have engaged in conduct that we determine to be unacceptable. In addition, we may, in our sole discretion, terminate your access to the Service at any time and for any reason, with or without notice.
Upon termination, all licenses granted to you in these Terms of Service will immediately cease, and you must immediately cease using the Service. Any termination of these Terms of Service shall not affect any rights or obligations accrued prior to such termination.
You also acknowledge and agree that we shall not be liable to you or any third party for any suspension or termination of your access to the Service, including without limitation any loss of data, profits, or other consequential damages.
You acknowledge and agree that we may, without prior notice, immediately suspend or terminate your access to the Service or your account if we suspect that you have engaged in fraudulent or illegal activity, or if we receive a subpoena or other legal order related to your use of the Service. We may also suspend or terminate your access to the Service if you fail to pay any fees due to us or breach any other terms of these Terms of Service.
- Intellectual Property Rights
The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Percy, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Any suggestions, feedback, or ideas that you provide to the software company regarding the software or its IP may be used by the software company without any obligation to compensate you or maintain confidentiality. By submitting such suggestions, feedback, or ideas, you represent and warrant that you have the right to do so and that they do not infringe upon the rights of any third party.
Except for the limited license granted in these Terms of Service, Percy reserves all right, title, and interest in and to the Service, including all related intellectual property rights. No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Service not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
- No Warranty
The Service, including all content, software, functions, materials and information made available on or accessed through the Service, is provided “as is.” To the fullest extent permissible by law, Percy makes no representations or warranties of any kind whatsoever for the content, software, functions, materials, or information made available on or accessed through the Service, for any products or services or hypertext links to third parties, or for any breach of security associated with the transmission of sensitive information through the Service or any linked site.
Percy does not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available is free of viruses or other harmful components. We expressly disclaim any responsibility or liability for any unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service. You agree that you are solely responsible for any loss or damage incurred by you or any third party due to any use of the Service.
- Limitation of Liability
You expressly understand and agree that your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we and our officers, directors, employees, agents, and affiliates expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Under no circumstances shall we or our officers, directors, employees, agents, or affiliates be liable for any direct, indirect, incidental, special, consequential, or exemplary damages (even if we have been advised of the possibility of such damages), resulting from any aspect of your use of the Service, whether the damages arise from use or misuse of the Service, from inability to use the Service, or the interruption, suspension, modification, alteration, or termination of the Service. Such limitation of liability shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Service or any links on the Service, as well as by reason of any information, opinions, or advice received through or advertised in connection with the Service or any links on the Service.
In no event shall our total liability to you for all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the amount paid by you to us, if any, for accessing or using the Service.
The above limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. If any part of this limitation of liability is found to be invalid or unenforceable for any reason, then the aggregate liability of the Company and its affiliates under such circumstances for liabilities that otherwise would have been limited shall not exceed the greater of one hundred dollars ($100.00) or the amount paid by you for the Service.
- Digital Millennium Copyright Act
We respect the intellectual property rights of others and comply with the provisions of the Digital Millennium Copyright Act (DMCA). If you believe that any material on our website infringes upon any copyright which you own or control, you may send a written notification of such infringement to firstname.lastname@example.org.
To be effective, your notification of claimed infringement must be a written communication and must include the following information:
(a) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(c) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(d) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(e) 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 of an exclusive right that is allegedly infringed.
Please be aware that under the DMCA, any person who knowingly misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorney’s fees.
We reserve the right to remove any material alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, we may also terminate a user’s account if the user is determined to be a repeat infringer.
By submitting any content to our website, you represent and warrant that you are the rightful owner of such content or that you have obtained all necessary permissions, licenses, or authorizations to use and distribute the content in accordance with these Terms of Service and applicable laws.
- General Provisions
(a) Compliance with Applicable Local, State and Federal Laws. All relevant laws and regulations related to the usage or provision of the Service, including those concerning privacy, must be adhered to by each party.
(b) Assignment. Percy reserves the right to assign or transfer its rights and obligations under these Terms of Service, in whole or in part, to any third party without prior notice to the User. The User may not assign or transfer any of their rights or obligations under these Terms of Service without the prior written consent of Percy. Any attempt to assign or transfer such rights or obligations without consent will be deemed null and void. In the event of an assignment or transfer of rights by Percyy, the User’s rights under these Terms of Service shall remain in full force and effect.
(c) Notices. User agrees that Percy may provide notices and messages to User within the Service, or sent to the contact information User has provided to Percy (e.g., email, mobile number, physical address). You agree that the only way to provide us legal notice is through our registered agent or at the mailing address available on our website.
(d) Governing Law and Venue.These Terms of Service and any disputes arising out of or related to these Terms of Service, the use of the Service, or any products or services provided by the Company shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions.
Any legal action or proceeding arising out of or related to these Terms of Service or the use of the Service shall be brought exclusively in the federal or state courts located in the Commonwealth of Pennsylvania, and the parties hereby consent to the personal jurisdiction and venue of such courts.
(e) Entire Agreement. These Terms of Service constitute the entire agreement between you and Percy regarding your access to and use of the Service and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral. For Enterprise Users, in the event of any conflict or inconsistency between these Terms of Service and an Enterprise Agreement, the terms of the Enterprise Agreement shall govern.
(f) Severability. If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way and such provision shall be modified or interpreted to the extent necessary to make it valid, legal, and enforceable while preserving its intent.
If such modification or interpretation is not possible, the provision shall be deemed deleted, and the rest of the Terms of Service shall remain in full force and effect. The parties shall use their best efforts to negotiate a replacement provision that achieves the intended business purpose and legal effect of the deleted provision.
(g) No Waiver The failure of either party to enforce any provision of these Terms of Service shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of these Terms of Service.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any waiver must be in writing and signed by an authorized representative of the waiving party.
Furthermore, the delay or failure of either party to exercise any right, remedy, or option under these Terms of Service, or any applicable law or regulation, shall not constitute a waiver of such right, remedy, or option, nor shall it prevent the exercise of such right, remedy, or option at any other time.
Capitalized terms in the above Terms of Service shall mean the following:
“Administrative User” means, generally, a person that has been given Administrative User access to your account. This may be limited to reviewing for adherence to applicable laws or full control over your account, depending on if you are an Individual User or Enterprise User.
“Client” means a Consumer with whom you have a specific relationship with, whether a transaction with the Client was completed or not. These are Consumers that are loaded to your Percy account.
“Connected Products” means Third Party Products that Individual Users and Enterprise Users may access via the Service for further content and information or to load Client data to the Service.
“Consumer” is an individual that may be a Client of yours or seeks to be a Client of yours. These Consumers may find their way to receive Percy through a variety of means via our services.
“Consumer User” means a Consumer that accesses Percy’s services.
“Documentation” means any user manuals and other technical documentation made available by Percy to Users for the Service in either electronic, online help files or hard copy format.
“Enterprise” means a business or other organization that mutually enters into and signs a contractual Enterprise Agreement with Percy.
“Enterprise Administrative User” means an individual assigned by, and working on behalf of, an Enterprise to perform administrative duties within the Service on behalf of the Enterprise.
“Enterprise Agreement” means any written and signed agreement or contract between an Enterprise and Percy that allows and offers individuals employed by or associated with an Enterprise a license to access the Service.
“Enterprise User” means an individual who is provided access to the Service as part of an agreement between such individual and an Enterprise such individual is employed by or affiliated with.
“Percy,” “we,” “our,” or “us” refers to Percy.AI.
“Percy Content” means (a) text, content, documents, audio, video, images, graphical representations, designs, illustrations, artwork, videos, music, and the organization, compilation and general look and feel associated with the Percy Site, (b) the Documentation, Software and any other products and services contained in or made available by Percy via the Service, and (c) any of Percy’s Intellectual Property used in connection with the Service.
“Percy Site” means the websites owned and operated by Percy that may be branded to an Enterprise or Individual User. These sites may have customized URL names that do not include Percy but are still owned and operated by Percy.
“Individual User” means an individual that pays to subscribe to the Service directly.
“Intellectual Property and Intellectual Property Rights ” means: any current or future original creations of Percy’s owners and employees, past or present or future, that are unique and proprietary to Percy, including software code, algorithms, designs, databases, and other digital content that is associated with the Services Percy provides.
“Service” means Percy’s products and services made available by Percy to Users via various access methods that may include a mobile experience, desktop experience or other online experiences.
“Software” means the software application hosted by Percy and the Services provided by Percy, together with and including all updates, upgrades, enhancements and error corrections made generally available by Percy in its sole discretion.
“Terms of Service” means Percy’s standard online terms of service that govern your use, and all use, of Percy’s services and software.
“Third Party Products” means any software or link to websites you may encounter that are outside of the services that Percy offers.
“User Data” means any data, information or material that is shared by any User or Consumer accessing the Software.