The Terms shall govern relationships between Piano Software Inc and users (hereinafter “Client” or you, your) with regard to the services Piano ESP (hereinafter “Services” or “Piano ESP ”) and usage of our website where there are no other agreements in place.
This website and Piano ESP is operated by Piano Software Inc., (collectively, “Piano”, “we”, “us”, “our”, or “we”). Throughout the website, the Terms “we”, “us” and “our” refer to Piano. Piano offers this website, including all information, tools and services available from this website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated herein.
By visiting this website, purchasing our Services, you agree to be bound by the following Terms. Notwithstanding provisions of other agreements you can enter into with us, these Terms shall prevail with respect to issues not addressed by such other agreements. These Terms apply to all users of the website. If you disagree with these Terms or any part of these Terms, you must not use this website and our Services.
These Terms bound the users of this website and our Services.
By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this website.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Piano reserves the right to update, change or replace any part of these Terms from time to time, on its own discretion. It is your responsibility to check this page periodically for changes. Your continued use of our Services and/or access to the website following the introduction of any changes constitutes acceptance of those changes.
Piano ESP is a content marketing cloud that helps news organizations to personalize audience experience, automate content delivery and increase revenue and take advantage of the following services:
Billing occurs at the beginning of the month, next to the one, the services were provided, according to the amount of e-mails that were sent that is mentioned in the affirmed tariff model accepted by you. Payments for the rendered services are made on a monthly basis in accordance with received invoices within fifteen (15) business days of the date of invoice, unless otherwise agreed in writing between you and Piano.
In the event of late payment, Piano may charge interest on the amount outstanding before and after judgement at the rate of fifteen (15) percent above the Base Rate in force from the due date until the date of payment.
The parties may agree to make payments up-front. In you want to make payments for the services up-front, the amount of services that must be rendered and the sum of payment for such services must be determined in advance. In case the amount of sent e-mails exceeds the agreed amount: either you are obliged to pay for the amount that is in excess of the agreed amount in the next billing period, or the rendering of services will stop when the agreed amount will be achieved.
If any amount of an invoice is disputed, then you must inform Piano about the grounds for such dispute within seven (7) business days of delivery of the services and shall pay Piano the value of the invoice less the disputed amount in accordance with these payment terms. Once settlement of the dispute has been agreed, any sum then outstanding shall also be payable in accordance with these payment terms.
Piano reserves the right to increase the quoted fee in the event if you request a variation to the work agreed.
Piano accepts the following payment methods: wire transfers, credit cards, debit cards, PayPal.
Wire transfer payments are credited directly to Piano accounts.
Credit card, debit card and PayPal payments are securely processed by PayLane sp. z o.o. with registered office in Gdańsk at ul. Arkońska 6/A3, zip code: 80-387, Poland, company number: 0000227278.
Subject to and conditioned on compliance with the Terms, Piano grants you a limited license to access and, if you are a client, to use this website internally for the purpose of ordering and receiving the Services available and authorized from this website. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this website and our Services unless expressly permitted by law. This website or any portion of this website may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Piano.
Piano grants you permission (which may be revoked at any time for any reason or no reason) to use the website for the Services as provided herein and in accordance with these Terms, provided you do not remove any trademark, copyright or other notice contained on such pages. No other use is permitted. You may not, for example, incorporate the information, content, or other material in any database, compilation, archive or cache. Except as specifically authorized by Piano, you may not deep-link to the website for any purpose or access the website manually or with any robot, spider, web crawler, extraction software, automated process or device to scrape, copy, or monitor any portion of the website or any information, content, or material on the website. Piano reserves all of its rights against any person or entity who violates this paragraph. You may not link or frame to any pages of the website or any content contained therein, whether in whole or in part, without prior written consent from Piano. You may like or follow Piano or share links to the website via social networking technology referenced on the website. Any rights not expressly granted herein are reserved.
Except as expressly authorized by Piano, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of Piano, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Piano discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.
“Piano Trademarks” means all names, marks, brands, logos, designs, slogans and other designations Piano uses in connection with its products and Services. You may not remove or alter any Piano Trademarks, or co-brand your own products or material with Piano Trademarks, without Piano's prior written consent. You acknowledge Piano's rights in Piano Trademarks and agree that any use of Piano Trademarks by you shall inure to Piano's sole benefit. You agree not to incorporate any Piano Trademarks into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies.
Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. Permission is granted to display, copy, distribute and download content owned by Piano on this website and service(s) provided that: (a) the copyright notice pertaining to the content remains, and a permission notice (e.g., “used with permission”) is added to such content; (b) such content will not be copied or posted on any networked computer or published in any media, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such content. This permission terminates automatically without notice if you breach any of the Terms in this document. Upon termination, you must immediately destroy any downloaded and/or printed content.
You agree to provide Piano with the right to, (a) create a general contract announcement press release indicating that the parties have entered into the agreement, (b) use your business name and logo in written materials identifying you as our customers on our websites, and in other appropriate promotional materials, (c) identify you in applicable case studies and (d) identify you as a reference for prospective customers and the media (provided that customer shall not be obligated to comment in any way). You may withhold this right by issuing a written request.
You must not use this website and our Services in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this website and our Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website and our Services without Piano’s express written consent.
You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not use this website and our Services for any purposes related to marketing without Piano’s express written consent.
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUPPLIERS AND LICENSORS 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, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
PIANO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND PIANO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PIANO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES. UNDER NO CIRCUMSTANCES WILL PIANO BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIANO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT. BECAUSE SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated from its facilities in USA. Piano makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by USA, or are a foreign person or entity blocked or denied by the Polish government.
You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability arising from (i) your use of the Services, including any data or content transmitted or received by you; (ii) your violation of these Terms; (iii) your violation of any rights of a third party ; (iv) your violation of any applicable law, rule or regulation; or (v) any other party's access and use of the Services with your unique username, password or other appropriate security code.
By using this website and our service(s), you agree that the exclusions and limitations of liability set out in disclaimer are reasonable. If you do not think they are reasonable, you must not use this website and our Services.
You accept that Piano has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Piano’s officers or employees in respect of any losses you suffer in connection with the website.
Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in disclaimer will protect Piano’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Piano itself.
If any provision of disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of disclaimer.
Piano may transfer, fully or partly, provision of Services to you to other persons and for this purpose Piano may assign, transfer, sub-contract or otherwise deal with Piano’s rights and/or obligations under these Terms, as well as under any agreements concluded between you and Piano respecting our Services, without obtaining your consent.
You may not assign, transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms, as well as under any agreements concluded between you and Piano respecting our Services.
In view of the nature of the service, any order – once confirmed by Piano – is not cancellable. Cancellation of the Order by you will only be accepted on condition that any costs, charges and expenses already incurred, including any charges that will be levied by a sub-contractor on account of their expenses, work or cancellation conditions will be reimbursed to Piano forthwith.
Either you or Piano may withdraw from the agreement arising out from these Terms in the absence of any fault by each other by written notice of voluntary termination setting forth the termination date therein and sent thirty (30) days prior to the supposed day of termination.
Termination of the agreement does not exempt from payment in full of the Services which have been rendered by Piano on its basis during its term of validity.
If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
These Terms constitute the entire agreement between you and Piano in relation to your use of this website and our Services, and supersede all previous agreements in respect of your use of this website and our Services.
These Terms and any and all disputes arising directly or indirectly from the Terms will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
If a dispute arises between you and Piano, our goal is to resolve such dispute quickly and cost effectively. You agree that we will resolve any claim or controversy at law or equity that arises between us out of these Terms or the Piano Services in accordance with this section. You agree first to contact us directly to seek dispute assistance by going to Customer Service.
Law and Forum for Disputes. The Terms are governed in all respects by the laws of the State of New York without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Piano must be resolved by a court located in New York, US or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within USA for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this website must be commenced within 30 days after it arises, or the cause of action is barred.
Arbitration Option. For any claim arising between you and Piano, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution (hereinafter "ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.
Piano may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Piano in our sole discretion. Piano reserves the right to determine the form and means of providing notifications to our users.
Attn: Stuart Ashford
One World Trade Center, Suite 46 D
New York NY 10007
These terms and conditions apply to publishers currently using Piano Go and their end-users. Piano Go is a self-service platform for small publishers to allow them to charge for access to their websites and for users to support content they love. At the moment, Piano Go is no longer accepting new publishers, but please contact us at firstname.lastname@example.org to find out about our new product Piano VX.
We’d like to avoid any misunderstandings or legal problems in the process of providing our service, so we’ve drafted this document to make sure we and our clients are on the same page. You should make sure to review it carefully before getting started. If you’ve got any questions about anything in here, or anything that’s not here, please feel free to contact us.
The following Publisher Agreement describes the terms under which Piano, Inc. (“Piano,” “we,” “our,” or “us”) will allow you to use the Piano Service to collect revenue from Piano Transactions. This Publisher Agreement shall be effective as of the date on which Piano, Inc. (“Piano”) has accepted Publisher’s registration (the “Effective Date”). In this Publisher Agreement, the phrase “this Site” refers to our web site located at www.piano.io, and the phrase “Piano Service” refers to the service offered at this Site that enables users to pay for Publisher Services (as defined below). “Publisher” refers to Publisher, as well as all employees, agents, and representatives of the Publisher.
The Piano Service is currently offered as a public beta. While we will make efforts to ensure that the Piano Service is stable and provided in an error-free fashion, certain technical issues may appear from time to time. File security and access cannot be guaranteed. Moreover, the user experience which Piano provides to end customers may change at any time. If you experience an issue with the Piano Service, or find any bugs you would like to help us squish, please contact us at email@example.com.
Piano operates a web site currently located at piano.io (the “Piano Site”) that enables users (“Customers”) to pay for content and/or data, text, graphics, and other materials (“Publisher Services”) offered or made available at, or otherwise enabled by, the Publisher’s web site (and its constituent pages) (the “Publisher Site”), for the benefit of the Customer, for which Publisher charges a fee to such Customer (the “Piano Service”). Piano makes the Piano Service available for use on the Publisher Site by way of certain software code, such as APIs (“Piano Software”), provided by Piano to Publisher. Piano hereby grants to Publisher a non-exclusive, limited, revocable, non-transferable right to: i) reproduce the Piano Software for the purposes of incorporating the Piano Software into the Publisher Site, in order to make the Piano Service available on the Publisher Site; and ii) access the Piano Service through the Piano Site. Publisher acknowledges that Piano owns and will retain all rights in and to the Piano Software and the Piano Service (collectively, “Piano IP”), and Publisher receives no rights to the Piano IP except as expressly set forth herein. Specifically, Publisher may not distribute, display or prepare derivatives of the Piano IP for any purpose.
From each transaction in which a Customer purchases Publisher Service(s) through the Piano Service (each, a “Piano Transaction”), Piano shall withhold a transaction fee consistent with the schedule published at http://piano.io/pricing. Piano reserves the right to change this pricing, for any reason and at any time, without notice and at its sole discretion.
Publisher’s share of revenues received from each Piano Transaction will be made available for withdrawal beginning thirty (30) days after the transaction date. Funds can be transferred in the as a company check or as a Paypal transfer. If the Publisher is based outside of the U.S., funds must be transferred via a bank wire. The associated charge for the bank wire will be passed through and deducted from Publisher funds.
Publisher will be responsible for, and will remit, any sales, use or other tax related to Piano Transactions, exclusive of taxes on Piano’s income.
Subject to the terms and conditions of this Agreement, Publisher grants to Piano a non-exclusive, non-transferable, royalty-free, worldwide license during the Term to use the Publisher’s name and logos (the “Publisher Marks”) strictly for purposes of promoting the authority of Piano to enable Customers to pay for Publisher Services using the Piano Service. Any use of the Publisher Marks by Piano shall be in accordance with any written trademark guidelines of Publisher that have been provided to Piano. Except as expressly set forth in this Section 2, Piano shall have no other rights in the Publisher Marks.
Subject to the terms and conditions of this Agreement, Piano grants to Publisher a non-exclusive, non-transferable, limited, revocable, non-transferable license to use the Piano Marks strictly for purposes of promoting the Piano Services as used in connection with the Publisher Site or for public communications and promotion directly related to the Piano Service. Any use of the Piano Marks by Publisher shall be in accordance with any written trademark guidelines of Piano that have been provided to Publisher. Except as expressly set forth in this Section 4, Publisher shall have no other rights in the Piano Marks. Publisher shall not alter the Piano Marks.
The term of this Agreement will begin on the Effective Date and will continue either while the Publisher continues to actively use the Piano Service, or until either party specifically terminates this Agreement, whichever comes first. Terminating the agreement does not alter Publisher’s liability for processed payments or related chargebacks. Those terms of this Agreement which, by their nature, are meant to survive termination shall so survive, including without limitation terms related to ownership of intellectual property, confidentiality, indemnification, and governing law and venue.
Publisher is solely responsible for all activities required by or otherwise related to the Publisher Services, including, but not limited to, all information used in the Publisher Services, and for all fees, costs and other expenses related to such activities, including the taking and fulfillment of orders from Customers. Publisher attests that it shall deliver the Publisher Services directly to Customers and that it shall not use Piano to enable receipt of payments for anything other than the Publisher Services, nor shall Publisher use Piano to fund stored-value accounts that can be used to purchase goods or services other than the Publisher Services.
During the Term of this Agreement, Publisher shall deliver, perform or allow access to the Publisher Services, as the case may be, immediately or within such longer time frame specified to all users in accordance with the terms of any agreement(s) and policies between Publisher and the Customer. Piano will share with Publisher the email addresses of Customers who complete Piano Transactions.
Publisher authorizes Piano to contact or directly communicate with any Customer concerning any sale or transaction submitted to or through Piano. Customers may submit inquiries to the Publisher through the Piano Service regarding billing, technical difficulties, and other issues regarding receipt of Publisher Services, and Publisher shall respond to such inquiries within seventy two (72) hours of receipt. In the event that Publisher fails to respond within such time, Publisher authorizes Piano to resolve the dispute on Publisher’s behalf. Piano may use any means it deems necessary to resolve customer disputes, including issuing refunds from Publisher’s balances with Piano and/or deleting that individual customer’s data.
At all times during the term of this Agreement, each party shall comply with any domestic, foreign or international law, rule, regulation, or other restriction applicable to that party. Without limiting the generality of the foregoing sentence, Publisher shall not itself and shall not knowingly cause or knowingly permit a third party to: sell, upload, post, publish, transmit, reproduce or distribute in any way any content that: (a) is abusive, defamatory, or obscene, (b) is fraudulent, deceptive, or misleading; (c) contains a software virus or any other computer code, files or programs that interrupt, destroy or limit the functionality of any other computer software or hardware or telecommunications equipment; or (d) infringes any patent, trademark, trade secret, copyright or other proprietary right of any third party.
Publisher shall not support or encourage or otherwise contribute to a transaction that Publisher knows or reasonably should know to be fraudulent. Publisher shall employ commercially reasonable efforts to assist Piano in enforcing this policy and shall notify Piano of any actual or suspected fraud or violation and/or violation of applicable Anti-Money Laundering laws. The parties agree and acknowledge that the Piano Service is not a payment transfer service.
Publisher represents and warrants that it is not, and at all times during the term of this Agreement will not be, (i) an individual, business or organization located in a Restricted Nation; (ii) an individual, business or organization owned, controlled by or acting on behalf of any individual, business or organization located in a Restricted Nation; or (iii) a governmental entity in a Restricted Nation or any individual, business or organization acting on behalf of a governmental entity in a Restricted Nation. “Restricted Nation” means any jurisdiction against which the United States maintains an embargo or other economic sanctions as enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or other appropriate regulatory entity, as such embargoes or sanctions may be modified from time to time. Publisher represents and warrants that neither it nor any of its owners, officers or directors currently is listed on, not at any point during the Term will be listed on, (i) the Denied Persons List maintained by the U.S. Department of Commerce; (ii) the Unverified List maintained by the U.S. Department of Commerce; (iii) the Entity List maintained by the U.S. Department of Commerce; (iv) the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department; or (v) the Debarred List maintained by the U.S. Department of State, as each list may be amended from time to time.
PIANO DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE PIANO SERVICES. THE PIANO SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. PIANO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY PIANO, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. TO THE EXTENT THAT PIANO MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM AN IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Publisher shall indemnify, defend and hold harmless Piano, its affiliates, and each of their respective officers, directors, managers, members, shareholders, employees and agents (collectively, the “Piano Indemnitees”) from and against any and all Piano Indemnitee Losses resulting from, arising out of, or relating to: (i) any breach by Publisher of its representations and warranties herein; (ii) use of any Publisher Services by Customers; or (iii) injury or death, or damage to any property caused by or arising from the negligent acts or omissions of Publisher hereunder.
Publisher acknowledges and agrees that Piano is provided on an as-available basis, and that these terms of service do not imply an uptime guarantee. Publisher also agrees that Piano may, from time to time, need to perform routine maintenance or repair of the Piano Service or update the Piano Software, and that during such times of maintenance or repair (“Maintenance Downtime”), the Piano Service may not be available for the Publisher’s use. Piano will endeavor to minimize the length of Maintenance Downtime, and will endeavor to perform routine maintenance during non-business hours, but Piano cannot guarantee that the Piano Service will be available at all times.
The Agreement and any and all disputes arising directly or indirectly from the Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.
The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York for all suits, actions or proceedings directly or indirectly arising out of or relating to the Agreement, the Piano Services, or the Piano IP, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum.
The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties.
If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.
All notices, demands, and requests required or permitted to be given under this Agreement shall be in writing and delivered to the respective addresses of the parties as shown in the header to this Agreement (or to such other address as either party may furnish by a notice complying with this Section) personally, by local courier, by a nationally recognized overnight courier, or by United States certified mail, return receipt requested, postage prepaid. Notices shall be effective upon receipt.
In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
Neither party shall be liable for any failure or delay in performance under this Agreement which might be due to strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, government action, inability to obtain delivery of parts, supplies or labor, labor conditions, earthquakes, acts of terrorism, or any other cause which is beyond the reasonable control of such party (“Force Majeure Events”).
Notifications should be sent to the following:
Piano Software, Inc.
Attn: Stuart Ashford
111 S Independence Mall East, Suite 950
Philadelphia, PA 19106