Terms Of Service

PIIO TERMS OF SERVICE

This Terms of Service (“Agreement”) is a legal agreement between Piio, Inc., a Delaware corporation (“ Piio”, “we”, “us” or “our”) and you as a user (“Licensee”, “you” or “your”)(each, a “Party”, and together, the “Parties”) of the Piio platform and service offering as defined below (“Service”).

BY USING OUR SERVICE, YOU ARE ACCEPTING THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THIS AGREEMENT FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF OUR SERVICE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR AGREEMENT WILL APPLY RETROACTIVELY. IF YOU ARE ACCESSING AND USING THE SERVICE ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS. IN THAT CASE, "YOU" AND "YOUR" WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY.

ARBITRATION NOTICE: THIS AGREEMENT CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH PIIO.


  1. ACCESS AND SERVICE

    1. Description of Service.

    2. Access to Service. Subject to Licensee’s compliance with the restrictions and obligations set forth in Sections 1.9 and 2, Piio shall use commercially reasonable efforts to provide Licensee with non-exclusive access to the Service commencing on the Activation Date through the Trial Period for the Free Service and the License Term for the Paid Service. Licensee understands and agrees that the Service only provides recommendations and that it is in Licensee’s sole discretion whether to implement such recommendations or any portion thereof. Piio will not make any changes to Licensee’s network security settings without Licensee’s consent. “Service” means Piio Platform that optimizes website images in real time for users of mobile devices. The “Start Date” is the earlier of the date you register for or start using the Service.

    3. Registration. You will need to register and create an account with Piio to access the Service. You will need to create a username, password and provide certain information about yourself as prompted by the registration form, including your name and a valid email address. You agree to provide full, complete and accurate information when registering or creating an account, and to update that information promptly if it should change. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, false, or otherwise in violation of this Agreement. You may not create more than one account without prior written approval from us. You will not transfer your account to any other party without our prior written consent. You agree that your username and password is Piio’s Confidential Information and not to disclose or transfer your username or password to any third party. You are responsible for any use of your account, whether authorized or not. You agree to immediately notify Piio if there is any unauthorized use of your account.

    4. Data Collection and Privacy. Any personally identifiable information that you or your authorized users provide will be subject to our Privacy Policy [make a hyperlink], which you agree to as a condition to use of the Service. In addition, the Service insert certain code (“Piio Code”) on your website (“Client Site”) that collects certain data from visitors to the Client Site, including their device ID andIP address (collectively “User Data”). Licensee will be responsible for ensuring that it provides all required notices to and obtains all required consents from its customers and end users with respect to the collection, storage and use of User Data by Piio.

    5. Configuration. The configuration requirements for using the Service is set forth at https://piio.co/docs.

    6. Subscription Plans. When you register to use the Service, you will be given various options for subscription plan, including monthly and annual subscriptions (“Subscription Plans”). You may also be provided access to the Service free of charge for fourteen (14) days from the Start Date (“Trial Period”) as specified on the registration page. Licensee agrees to abide by the limitations on the number of users, and other restrictions specified by us for the Free Service; if the Licensee exceeds these limitations (“Excess Use”), Piio may restrict or suspend use of the Service or charge Licensee for any Excess Use. Only one Free Service account can be created per Licensee company. In addition, Licensees cannot register for a Free Service account for purposes of creating competitive products. At the end of the Trial Period, your Subscription Plan will start and you will be charged fees (“Fees”) for use of the Service accordingly to your Subscription Plan; you authorize us to charge your credit card, debit card or other approved payment mechanism for the Fees. If you do not want to continue with the paid Subscription Plan, you must cancel before the end of the Trial Period by logging into https://app.piio.co. Fees will be charged in advance on the same date each month or annually, provided if that first date is not contained within a subsequent month during the term of the Subscription Plan, then Piio may charge Fees on either the 28th or 30th day of that month.

    7. Embedding of Code. Provided Licensee is in compliance with this Agreement, including payment of all applicable Fees, Piio will embed or allow Licensee to certain code (“Piio Code”) on Licensee’s website for purposes of providing the Service. Licensee shall not transfer the Piio Code to any other website other than the one registered to Piio or use the Piio Code for any purpose other than to access and use the Service. By downloading the Code, you consent to us tracking and accessing your website and associated servers for purposes of monitoring use of the website and providing the Service. In addition, you agree and acknowledge that use of the Piio Code to access the Service may cause your website to shut down and reboot; you agree that Piio is not responsible for any losses or damages you may incur as a result of the shut down or rebooting of your website, without limitation, any loss or inability to use data, information, applications or business.

    8. License to Licensee Content. Licensee hereby grants Piio a non-exclusive, royalty-free, fully paid-up, sublicensable (through one or more tiers of sublicensees), and transferable license to use, reproduce, create derivative works of, distribute, perform, and display Licensee Content during the Trial Period or License Term, as applicable, for the purpose of (i) providing the Service and (ii) developing, maintaining, supporting or improving the Service. Licensee acknowledges and agrees that Piio may aggregate Licensee Content with other data and also collects technical information and data about Licensee’s use of the Service. Licensee is solely responsible for any and all Licensee Content that it provides. “Licensee Content” means any User Data, links, information, communications, user notes, user inputs, media, content, or other materials provided, disclosed, posted, or delivered by Licensee via the Service. Licensee shall not provide, disclose, or deliver any Licensee Content to Piio that Licensee does not own or otherwise have a valid authorization or license to do so. Upon completion of the Trial Period or License Term, as applicable, or upon termination of this Agreement, Licensee shall have the right to request that Piio delete all Licensee Content (except Resultant Data as defined in Section 2.7) from the Service.

    9. Restrictions.

      1. Licensee may access and use the Service only for Licensee’s internal business purposes for delivering its website to its users. Licensee may access and use the Free Service solely to evaluate the Service to determine if the Service meets Licensee’s needs. Licensee shall use the Service only in conformity with the Documentation. Licensee shall not, and shall not permit any Licensee employees or contractors to, share any account or access credentials for the Service with third parties. Licensee shall establish appropriate security measures, consistent with industry standards, to protect the Service from unauthorized use. Licensee shall notify Piio immediately of any actual or alleged unauthorized use of the Service. “Documentation” means the documentation, including any specifications, feature lists, or other similar characteristics, provided to Licensee that describes the functionality of the Service.

      2. Licensee shall not (and not allow, permit, authorize, or assist any third party to): (i) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, any part of the Service or App; (ii) use or integrate the Service, or any component thereof, or the App, with any software, hardware, or system other than the Licensee Systems (as defined below) without Piio’s express prior written agreement; (iii) sell, resell, license, sublicense, distribute, rent or lease any part of the Service or the App or include any part of the Service or the App in a service bureau or outsourcing offering, or encumber the Service with any lien or grant a security interest in the Service; (iv) publish or otherwise disclose to any third party any results of any benchmark or other performance tests of the Service or the App; (v) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; (vi) copy, frame, or mirror any part of the Service or the App; (vii) access the Service or the App for the purposes of monitoring its availability, performance, or functionality; (viii) access, or use any materials, content, technology, information, or data available via or forming a part of the Service or App in order to build a competitive product or service, or copy any features, functions, or graphics of the Service or the App; (ix) attempt to disrupt, degrade, impair, or violate the integrity or security of the Service, including, without limitation, by executing any form of network monitoring; (x) use the Service or the App to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; or (xi) take any action that imposes, or may impose, at Piio’s sole discretion, an unreasonable or disproportionally large load on Piio’s infrastructure.

      3. Licensee shall not provide, disclose, or transfer to Piio, or process via, or submit to, the Service any Licensee Content that includes any: (i) “personal health information,” as defined under the Health Insurance Portability and Accountability Act of the United States of America, (ii) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state or national issued identification numbers, (iii) financial account information, including bank account numbers, (iv) payment card data, including credit card or debit card numbers, (v) biometric information, such as fingerprints or voiceprints, or (vi) “sensitive” personal data, as defined under Directive 95/46/EC of the European Parliament ("EU Directive") and the General Data Protection Regulation (“GDPR”) and any national laws adopted pursuant to the EU Directive or GDPR, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense.

    10. Licensee Systems. Licensee is solely responsible for the operation and maintenance of the Licensee Systems and for having and paying for all equipment and internet access necessary to access and use the Service. Piio disclaims all warranties, express or implied, and shall have no liabilities to Licensee, arising from or related to the operation or maintenance of the Licensee Systems or any incompatibilities, faults, defects, or damage attributable thereto. During the Term, Licensee shall provide Piio with all access credentials, passwords, security protocols, and other information required for the operation of the Service. In order for the Service to operate, Licensee may need to activate certain configuration options or Service on Licensee’s cloud infrastructure. If Licensee does not activate such configuration options or Service, Licensee understands and agrees that the Service may not function or operate in accordance with its documentation. Licensee is solely responsible for any additional fees or charges payable to Licensee’s cloud infrastructure provider in connection with any changes to such configuration options or Service. Licensee understands and agrees that Piio may poll different APIs and logs associated with Licensee’s cloud infrastructure from time to time at Piio’s discretion. To the extent Licensee’s cloud infrastructure provider implements any rate limiting restrictions on such activities, Piio shall not be liable for any decreased performance or failure of the Service in connection therewith. For the purposes of this Agreement, “Licensee Systems” means any server systems, mobile devices, personal computers or other equipment owned, operated, or managed by Licensee on which the Service is accessed.

    11. Feedback. Licensee may have the opportunity to present to Piio recommendations or feedback for new features, functionality, or other improvements to the Service or the App (“Feedback”), which Piio will consider, at its sole discretion, implementing in future updates to the Service. The Parties agree that all Feedback is and shall be given voluntarily. Feedback, even if designated as confidential by Licensee, shall not, absent a separate written agreement, create any confidentiality obligation for Piio. Licensee will not provide Piio with any Feedback that Licensee is not authorized or permitted to provide to Piio. Piio shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

    12. Changes to Service. Licensee understands and agrees that Piio may change or discontinue the Service or change or remove functionality of the Service at any time in Piio’s sole discretion. Piio will use commercially reasonable efforts to notify Licensee of any material change to or discontinuation of the Service.

    13. Ownership. Except for the rights expressly granted in this Agreement, Piio retains all right, title, and interest, including all intellectual property rights, in and to the Service, the App and the Documentation. No implied license or right is granted by Piio by estoppel, reliance, or otherwise.


  1. CONFIDENTIALITY

    1. Confidential Information. The term “Confidential Information” means any information disclosed by one Party (“Disclosing Party” to the other Party (“Receiving Party”), whether before or after the Start Date, that: (i) is in written, graphic, machine readable or other tangible form and is marked “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature; (ii) should be reasonably understood by Receiving Party to be the confidential or proprietary information of Disclosing Party; or (iii) that is oral information disclosed by Disclosing Party to Receiving Party, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by Disclosing Party within a reasonable time after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to Receiving Party. The Service and Documentation shall be Piio’ s Confidential Information.

    2. Confidentiality. Receiving Party shall treat as confidential all Confidential Information of Disclosing Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, Receiving Party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of Disclosing Party. Receiving Party shall promptly notify Disclosing Party of any actual or suspected misuse or unauthorized disclosure of Disclosing Party’s Confidential Information.

    3. Exceptions. Confidential Information excludes information that Receiving Party can show: (i) was in the public domain at the time it was disclosed or has become in the public domain through no act or omission of Receiving Party; (ii) was known to Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by Receiving Party without any use of Disclosing Party’s Confidential Information; or (iv) becomes known to Receiving Party, without restriction, from a source other than Disclosing Party without breach of an obligation to keep such information in confidence.

    4. Compelled Disclosure. If the Confidential Information of Disclosing Party must be disclosed by Receiving Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, Receiving Party shall: (i) provide prompt notice thereof to Disclosing Party; (ii) use its commercially reasonable efforts to cooperate with Disclosing Party to obtain a protective order or otherwise prevent public disclosure of such information; and (iii) limit the disclosure to the exact Confidential Information (or portion thereof) required to be disclosed

    5. Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, Receiving Party shall deliver to Disclosing Party all of Disclosing Party’s Confidential Information that Receiving Party may have in its possession or control or, at Disclosing Party’s option, shall destroy all such Confidential Information and certify such destruction in a writing signed by an authorized officer of Receiving Party.

    6. Resultant Data. Notwithstanding anything to the contrary in this Agreement, Piio shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Licensee Content and data derived therefrom) (collectively, “Resultant Data”), and Piio will be free (during and after the term of this Agreement) to (i) use such Resultant Data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Piio offerings, and (ii) disclose such Resultant Data solely in aggregate or other de-identified form.

  2. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

    1. Organization; Authority. Each Party represents and warrants to the other Party that such Party is a corporate entity duly organized, validly existing, and in good standing under the laws of the state or country first indicated above as such Party’s state or country of incorporation, and such Party has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby.

    2. Licensee Warranties. Licensee hereby represents and warrants to Piio that: (i) Piio’s use, reproduction, modification, distribution, performance, and display of the Licensee Content will not infringe, violate, or misappropriate any intellectual property rights of a third party; (ii) Licensee exclusively owns or has a valid and written license agreement to all Licensee Content provided to Piio via the Service or otherwise and has all rights necessary to grant to Piio the rights and licenses contained in this Agreement; (iii) Licensee’s providing, disclosing, and delivering of Licensee Content will not violate any applicable laws, regulations, contractual commitments or privacy commitments; and (iv) the Licensee Content does not include any viruses, trap doors, time bombs, Trojan horses or other malicious code.

    3. Disclaimer. THE SERVICE IS PROVIDED BY PIIO “AS IS,” AND NEITHER PIIO NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE, AND PIIO HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. PIIO DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET LICENSEE’S REQUIREMENTS, OR BE SECURE. IN ADDITION, LICENSEE ASSUMES ALL RISK THAT THE SERVICE MAY RESULT IN INTERRUPTION OF ACCESS TO THE LICENSEE WEBSITE OR DEGRADATION OF THE QUALITY OF IMAGES FROM THE WEBSITE, AND WAIVES ANY AND ALL CLAIMS AGAINST PIIO IN CONNECTION SUCH INTERRUPTION OR DEGRADATION.

  3. INDEMNIFICATION

    1. Licensee Indemnity. Licensee, at its expense, shall defend, or at Licensee’s option, settle, any third-party claim, demand, suit, action, or proceeding made or brought against Piio, its affiliates, and its and their directors, employees, agents, and representatives (the “ Piio Indemnified Parties”) alleging: (i) any costs, damages, liabilities, losses, or expenses arising out of use of the Service; (ii) costs, damages, liabilities, losses, or expenses arising out of any act or omission by Licensee; (iii) facts, that if true, would constitute a breach of Licensee’s representations, warranties, and covenants under this Agreement; (iv) Piio’s using, reproducing, modifying, distributing, performing, or displaying of the Licensee Content infringes, violates, or misappropriates any intellectual property, privacy or other right, or any law, regulation, or order relating to privacy of personal data (each a “Claim Against Piio”), and shall indemnify and hold harmless the Piio Indemnified Parties from and against any and all costs, damages, liabilities, losses, judgments, and expenses (including reasonable attorneys’ fees) incurred by or awarded against an Piio Indemnified Party arising out of or in connection with a Claim Against Piio. The applicable Piio Indemnified Party shall notify Licensee promptly in writing of the Claim Against Piio, provide reasonable assistance in connection with the defense and settlement thereof, and permit Licensee to control the defense and settlement thereof. Licensee shall not settle any Claim Against Piio without Piio’s prior written consent, not to be unreasonably withheld. A Piio Indemnified Party may, at its expense, participate in any Claim Against Piio with counsel of its choice.

    2. Piio Indemnity. Piio, at its expense, shall defend, or at Piio’s option, settle, any third-party claim, demand, suit, action, or proceeding made or brought against Licensee, its affiliates, and its and their directors, employees, agents, and representatives (the “ Licensee Indemnified Parties”) alleging: (i) that the Piio Code infringes, violates, or misappropriates any intellectual property of a third party (each a “Claim Against Licensee”), and shall indemnify and hold harmless the Licensee Indemnified Parties from and against any and all costs, damages, liabilities, losses, judgments, and expenses (including reasonable attorneys’ fees) incurred by or awarded against an Piio Indemnified Party arising out of or in connection with a Claim Against Licensee. The applicable Licensee Indemnified Party shall notify Piio promptly in writing of the Claim Against Licensee, provide reasonable assistance in connection with the defense and settlement thereof, and permit Licensee to control the defense and settlement thereof. Piio shall not settle any Claim Against Licensee without Licensee’s prior written consent, not to be unreasonably withheld. A Licensee Indemnified Party may, at its expense, participate in any Claim Against Licensee with counsel of its choice.

  4. LIMITATION OF LIABILITY

    1. IN NO EVENT WILL PIIO BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, SECURITY OR DATA BREACH, LOSS OF REVENUE OR PROFIT OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT PIIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PIIO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED $100. THE DISCLAIMERS AND LIMITATIONS IN SECTION 3 AND THIS SECTION 5 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

  5. TERM AND TERMINATION

    1. Term. The term of this Agreement shall commence on the Start Date and continue until the expiration of the Trial Period or the License Term, whichever is later, hereunder or as earlier terminated in connection with this Section 6.

    2. Termination for Breach. Piio may terminate this Agreement upon written notice to the Licensee in the event that Licensee materially breaches this Agreement and fails to cure such material breach within 30 days after receipt of written notice thereof.

    3. Termination Without Cause. Either Party may terminate this Agreement without cause by providing the other Party with prior written notice.

    4. Suspension and Termination. Notwithstanding anything to the contrary in this Agreement, if Licensee violates the restrictions set forth in Section 1.9 or Section 2, Piio may immediately upon written notice to Licensee, suspend or terminate Licensee’s access to the Service.

    5. Effect of Termination; Survival. Expiration or termination of this Agreement will not relieve Licensee of its obligations to pay any amounts accrued or otherwise owed under this Agreement. Upon expiration or termination of this Agreement, all licenses or rights granted to Licensee hereunder shall terminate and Licensee shall not, and shall not attempt to, access or use the Service. The provisions of Sections 1.3, 1.8, 1.9, 1,10, 1.11, 1.12, 1.13, and 2–8 shall survive any expiration or termination of this Agreement.

  6. DISPUTE RESOLUTION

    1. Arbitration. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for claims for injunctive relief or disputes relating to Piio’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents)("Excluded Claims"), all claims arising out of or relating to this Agreement and your use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. Such arbitration shall take place in San Francisco, California. Except for Excluded Claims, The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account. This dispute resolution provision will be governed by the Federal Arbitration Act.

  7. GENERAL PROVISIONS

    1. Force Majeure. Notwithstanding anything else in this Agreement, no default, delay, or failure to perform on the part of either Party will be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.

    2. Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California, without reference to conflict of laws principles. Subject to Section 7, each Party hereby irrevocably submits to the jurisdiction of the state and federal courts in the State of California with regard to any dispute arising out of or relating to this Agreement. The Parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.

    3. Injunctive Relief. Licensee acknowledges and agrees that any breach of its obligations with respect to Confidential Information and intellectual property rights may cause substantial harm to Piio, which could not be remedied by payment of damages alone. Accordingly, Licensee hereby agrees that Piio will be entitled to seek preliminary and permanent injunctive relief in any jurisdiction where damage may occur without a requirement to post a bond, in addition to all other remedies available to it for any such breach.

    4. Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either Party the power to direct and control the day-to-day activities of the other; (ii) constitute the Parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.

    5. Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto, their successors, and permitted assigns, provided that Licensee may not assign this Agreement or the rights hereunder to any third party, whether by operation of law, merger, consolidation or otherwise, without the prior written consent of Piio.

    6. Amendments. No modification of, or amendment to, this Agreement will be effective unless in writing signed by an authorized representative of both Parties.

    7. Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will, nevertheless, remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the Parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect.

    8. No Waiver. No waiver of any term or condition of this Agreement will be valid or binding on either Party unless the same will have been mutually assented to in writing by an officer of both Parties. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter.

    9. Construction. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non-drafting Party shall be applied hereto. The word “including”, when used herein, is illustrative rather than exclusive and means “including, without limitation.”

    10. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between the Parties with respect to such subject matter.

    11. Assignment. Licensee shall not assign or delegate this Agreement or any of its licenses, rights, or duties under this Agreement (whether by merger, sale of assets, sale of equity, or otherwise) without the prior written consent of Piio, and any purported assignment shall be void and of no force or effect. Piio may freely assign or delegate this Agreement or any of its licenses, rights, or duties hereunder in Piio’s sole discretion.

    12. Electronic Communications. As part of the Service we provide, you may (if enabled) receive notifications, alerts or other types of messages via email or the messaging functionality provided by the Services ("Messages"). You have control over the Messages settings, and can opt in or out of these Messages (with the exception of service announcements and administrative messages) either through your account or by following the unsubscribe instructions provided in the e-mail you receive.

    13. Notices. Any notice or other communication required or permitted to be delivered hereunder must be in writing and sent by email to the email address provided in your account. Notices to Piio shall be sent via email to the following address: ___________. Such notice will be deemed to have been given when delivered, or, if delivery is not accomplished as a result of some action or inaction by the recipient, when tendered.