End User License Agreement

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. BY INSTALLING, COPYING, DOWNLOADING, OR USING THIS PRODUCT YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, UNINSTALL AND DELETE THE PRODUCT.

1.            Definitions

1.1.         “Affiliate” means any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Pagos. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

1.2.         “Agreement” means this End User License Agreement, as may be renewed, modified and/or mended from time to time.

1.3.         “Client Software” means the software distributed by Pagos for modifying a spreadsheet to be used as a Web Application on a server computer. Client Software includes upgrades, modified versions, updates, additions, and documentation.

1.4.         “Customer” and “You” means the persons, entity or agents and authorized representatives accepting this agreement.

1.5.         “Customer Data” means the information submitted to the Server Software by the Customer or its Users

1.6.         “Effective Date” means the date on which this Agreement is entered into by clicking on the Accept button in installation package for the Client Software.

1.7.         “Modified Spreadsheet” means a spreadsheet file that is modified by the Client Software for processing by the Server Software as a web application.

1.8.         “Pagos Server” and “Server” means the server computer that hosts Server Software and Customer’s spreadsheets modified by the Client Software

1.9.         “Pagos”, “Company”, “We”, and “Us” refer to Pagos, Inc. with its address at 47 3rd St., Cambridge MA 02141, USA.

1.10.       “Server Software” means the software that runs on Pagos servers to convert a spreadsheet that modified by the Client Software into a web application.

1.11.       “Service” means the web-based Pagos service that provides repository, tools, and services to create and process Modified Spreadsheet to capture, publish, and manage data through web pages or web-based programs.

1.12.       “User” and “End User” means the user of web applications produced by the Client and Server Software

1.13.       “Web Application” means the application produced by the Server Software in processing Modified Spreadsheet and hosted at Pagos Servers.

2.            License and Restrictions

2.1.         License. Subject to the terms of this Agreement, Pagos hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable license to download, install and use the Client Software on your computer.

2.2.         Hosting. Client Software requires Server Software for final conversion of spreadsheets to web application and processing of web applications. Server Software is accessed via Pagos Servers maintained by Pagos. Spreadsheets are uploaded and hosted at Pagos Servers. Pagos will take reasonable care to maintain the operability of the Servers, which care shall include reasonable accommodation for service and other intermittent periods for routine hardware and software maintenance.  Notwithstanding such care, Pagos makes no representation that the Servers will be available at any particular time, or for a particular length of time. Pagos makes no representation that data transmitted through the Client Software and/or Server Software, or via the related services, will not be lost, or corrupted, or intercepted by third parties. Due to the nature of the Internet and the multiple interacting computers and programs involved in the operation of the Servers and other necessary computers, company disclaims any warranty of availability or reliability of any products or services including the Server Software. Pagos will not accept any liability in relation to the direct or indirect damages caused by (1) the loss, or corruption of Your Spreadsheets hosted on Pagos Servers and (2) by the suspension or termination of this Agreement by Pagos and/or by You.

2.3.         No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Client Software, Server Software or any part thereof.

2.4.         No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Client Software or Server Software or any part thereof.

2.5.         Software Upgrades. Pagos, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Client Software and Server Software. You acknowledge and agree that Pagos has no obligation to notify You before or after any such software upgrades. You also acknowledge and agree that Pagos has no obligation to make available to You any subsequent versions of the Client Software or Server Software. You agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Client Software. Furthermore, You acknowledge and agree that Pagos, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the Client Software or Server Software, or terminate any license hereunder, at any time, with immediate effect and without recourse to the courts. You also agree that some features and functionalities may work differently in the new version or, in its sole discretion, Pagos may chose to discontinue certain software features that might be used by You. Pagos also may suspend or terminate any license hereunder and disable any Client Software You may already have accessed or installed without prior notice at any time with immediate effect and without recourse to the courts. Pagos will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the Client Software or Server Software and (2) by the suspension or termination of this Agreement by Pagos and/or by You.

3.            Confidentiality

3.1.         Pagos’ Confidential Information. The Client Software and Server Software contain trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

3.2.         Your Confidential Information. All content stored by You in your Modified Spreadsheet shall at all times remain the property of Customer. Customer grants Pagos a non-exclusive, worldwide license to the content in the Modified Spreadsheet to host the web application. Pagos does not own any data, information or material that You or your Users submit to the Server. You, not Pagos, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Pagos shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Pagos reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Pagos shall have no obligation to maintain or forward any Customer Data.

3.3.         Exclusive Ownership. You acknowledge and agree that any and all intellectual property rights to or arising from the Client Software and Server Software are and shall remain the exclusive property of Pagos and/or its licensors. Nothing in this Agreement intends to transfer any such intellectual property rights to You. You will not take any action to jeopardize, limit or interfere with the Pagos’ intellectual property rights. You acknowledge and agree that any unauthorized use of Pagos’ intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and intellectual property rights in and to any third party content that is not contained in the Client Software and Server Software is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

4.            Content Control

4.1.         Lawful Purpose. Customer will only use Pagos Servers for lawful purposes. Customer will not store or provide any content, or link to any material that violates foreign, state or local law in Modified Spreadsheet or Web Application hosted by Pagos Servers.

4.2.         Inappropriate Use of Hosting Service.  Web Application and Modified Spreadsheet Hosting Service provided by Pagos must not be used to publish, post, distribute or otherwise disseminate unlawful material or information including, but not limited to: threatening, harassing, defamatory, obscene, or fraudulent information and materials, or proprietary, copyrighted, or otherwise intellectually protected information and materials for which Customer does not have authorization or authority to possess or distribute. The Service must not be used to request unlawful services or materials. The Service must not be used for activities Pagos deems to impact its customers or its ability to deliver services to its customers. Such activities may include, but are not limited to:

4.2.1.     Obscene Speech or Materials: The distribution of child pornography or any obscene, abusive, defamatory or threatening speech or material. You may not host any site containing adult oriented content, including nudity of any kind. Portal sites linking directly to adult oriented content are also not acceptable.

4.2.2.     Intellectual Property Infringement: Any activity infringing on the intellectual property rights of others, including copyrights, trademarks, service marks, trade secrets, and patents.

4.2.3.     Virus, Worm, or Trojan horse program distribution: The deliberate transmission of computer viruses, worms or trojan software.

4.2.4.     Unauthorized Access: Attempting to gain unauthorized entry to any site or network, or any network or host scanning, probing, monitoring or other information gathering associated with such activity; using the Service to guess passwords.

4.2.5.     Applications: Customer may not run any program or script on the server that runs constantly or ‘listens’ on ports. This includes applications associated with live chat services.

4.3.         Remedy for Violation. Should Pagos become aware that Customer has violated Article 4.1 or 4.2, Pagos may, at its option, remove the Web Application, Modified Spreadsheet in violation, immediately terminate Customer’s account, and/or notify authorities. If hosting is terminated, Pagos may, in its sole discretion, reinstate hosting upon adequate showing of Customer’s right to use the content under violation.

5.            Term and Termination

5.1.         Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Pagos or Customer. After the initial term, this agreement will automatically renew on a month-to-month basis until termination.

5.2.         Termination by Pagos. Pagos may immediately terminate this Agreement for cause at any time without penalty.  Causes justifying immediate termination include, but are not limited to: violation of any foreign, federal, state, or local law; non-payment of fees; failure to provide accurate Customer information. Pagos may terminate this Agreement without cause at any time upon ten (10) days written notice to Customer. Pagos may terminate inactive free or trial accounts within 30 days of any inactivity without any notification to Customer

5.3.         Termination by Customer. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 5.4 below.

5.4.         Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the Client Software and Server Software shall terminate, and (b) will cease any and all use of the Client Software and Server Software, (c) will remove the Client Software and Server Software from all hard drives, networks and other storage media and destroy all copies of the Client Software and Server Software in Your possession or under Your control, and (d) pay any overdue licensing and hosting fees.

5.5.         No Liability. Pagos will not be liable in relation to any damage caused by the termination of this Agreement.

6.            Disclaimer of Warranties

6.1.         No Warranties. THE CLIENT SOFTWARE AND SERVER SOFTWARE ARE PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; PAGOS DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE CLIENT SOFTWARE AND SERVER SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. PAGOS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE CLIENT SOFTWARE AND SERVER SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE, NOR DOES PAGOS WARRANT ANY CONNECTION TO OR DATA TRANSMISSION FROM THE INTERNET THROUGH THE CLIENT SOFTWARE AND SERVER SOFTWARE.

7.            Limitation of Liability

7.1.         No Liability. The Client Software and Server Software are being provided to You “as is”. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT PAGOS, ITS AFFILIATES AND ITS STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE CLIENT SOFTWARE AND SERVER SOFTWARE, AS SET FORTH BELOW.

7.2.         Limitation of Liability. IN NO EVENT SHALL PAGOS, ITS AFFILIATES OR ITS STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE CLIENT SOFTWARE AND SERVER SOFTWARE, EVEN IF PAGOS, ITS AFFILIATES OR ITS STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3.         Customer Remedies. PAGOS’ ENTIRE LIABILITY AND THE LICENSEE’S EXCLUSIVE REMEDY UNDER ANY WARRANTY OR OTHER LEGAL THEORY SHALL BE LIMITED TO REPLACEMENT OF THE CLIENT SOFTWARE.

8.            General Provisions.

8.1.         New versions of the Agreement. Pagos reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the SpreadsheetWEB Website. Your continued use of the Client Software and Server Software shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You acknowledge that the Agreement is subject to changes by Pagos from time to time and You agree to review periodically the latest version of the Agreement at www.spreadsheetweb.com/eula/ .

8.2.         Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and Pagos with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

8.3.         Severability and Waiver. If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.  The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

8.4.         No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.

8.5.         Assignment by Pagos. Pagos is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.

8.6.         Customer Reference. You hereby grant Pagos the right to use your trade name and/or your corporate logo in connection with Pagos’ promotional materials and/or website to identify you as a customer of Pagos.

8.7.         Applicable Law. This Agreement is governed by the laws of the State of Delaware. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the State of Delaware.

8.8.         Attorney Fees and Costs. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys’ fees, expert witness fees and legal expenses.

8.9.         Taxes. Pagos shall not be liable for taxes and other governmental fees and assessments to be paid which are related to purchases made from you or from the Service. You agree that you shall be solely responsible for all taxes, fees, and assessments of any nature associated with products or services sold through the use of or with the aid of Services provided to you by Pagos

 

This End User License Agreement was last updated: December 1, 2016