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Cullable. Terms of Service.

I. GRANT OF LICENSE

Subject to full compliance with these Terms and Conditions, Platinum hereby grants to End User (“User”) as Licensee, and User as Licensee accepts, a personal, limited, non-exclusive, non-transferable, non-assignable, revocable license to use Cullable for its intended purposes.

Under the license granted herein, Licensee may permit third party agents to access, use and/or operate Cullable on your behalf, provided that Licensee and the organization for whom you work will be fully responsible for third party agents’ compliance with these Terms and Conditions and any breach of these Terms and Conditions by such third party agent shall be deemed to be a breach by Licensee.

II. LIMITATIONS OF LICENSE

The license granted herein does not allow Licensee to use Cullable on any device not owned and/or controlled by Licensee.
Licensee is not permitted to nor allow third parties to:
(a) distribute or make Cullable available over a network where it could be used by multiple devices at the same time;
(b) rent, lease, lend, sell, redistribute, or sublicense Cullable;
(c) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of/from Cullable;
(d) remove any Copyright or other proprietary notices on or in any version of Cullable;
(e) violate or circumvent any technological restrictions within the software or specified in these Terms and Conditions, such as via software or services;
(f) use Cullable for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
(g) distribute any defamatory or libellous material;
(g) transmit, cause transmission of, or otherwise use malicious code in connection with the use of Cullable.
The software and documentation for Cullable, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Platinum. No rights with respect to the software or any related Intellectual Property Rights beyond what is explicitly granted in section I., above, are implied.

III. NDA PROVISIONS
CONFIDENTIALITY

The Software and any other proprietary information, technology or know how provided to Licensee by Platinum in any form, in connection with testing and evaluation of the Software is the confidential information of Platinum (“Confidential Information”). Licensee agrees to hold all Confidential Information in confidence until termination of the agreement per the “AGREEMENT TERM” provision below.
Licensee agrees to use the Confidential Information only as expressly authorized in this Agreement and will protect the Confidential Information from unauthorized use, dissemination, or publication by using the same degree of care as would be used to protect Licensee’s own confidential information, but no less than a reasonable degree of care. Licensee is not obligated with respect to Confidential Information that (a) is or becomes a matter of public knowledge through no fault of Licensee’s; (b) is rightfully received by Licensee from a third party without a duty of confidentiality; (c) is independently developed by Licensee and/or Licensee’s affiliated organization (excluding the Feedback); (d) is disclosed under operation of law or (d) is disclosed by Licensee with Platinum’s prior written consent. Unauthorized use or disclosure of Confidential Information may cause Platinum irreparable harm; therefore, Platinum will have the right to enforce this Agreement and any of its provisions by injunctive or other equitable relief.

AGREEMENT TERM

This Agreement and the license granted herein will commence upon use of the Software or User as Licensee clicking “I Agree”, “Accept”, or “Yes” below.
Termination occurs if (a) Platinum discontinues allowing access to the software, (b) Two years (2) from the last expression of assent to this agreement, which includes but is not limited to clicking “I Agree”, “Accept”, or “Yes” below, and/or (c) six (6) months after express written termination by Platinum and/or the Licensee.
Licensee agrees not to disseminate, or in any way disclose, any of Platinum’s Confidential Information related to Cullable, except as necessary to perform obligations set forth in these Terms and Conditions and then only in a separate written confidentiality agreement, unless as necessary to respond to a duly authorized subpoena, court order, to comply with applicable state and/or federal laws and regulations, and/or regulations of any duly authorized governmental or taxing authority.
CLICKING “ACCEPT” CONSTITUTES EXPRESS, KNOWING ASSENT TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT.

IV. TERMINATION

The license granted herein is effective until terminated by Licensee or Platinum. No notice is required for Platinum to be able to temporarily freeze or permanently terminate End User rights under these Terms and Conditions if Licensee fails to comply or violates any of these Terms and Conditions. Platinum reserves the right to terminate use of Cullable for any purpose subject to reasonable notice requirements required by law.

Upon termination, Licensee shall cease all use and destroy all records and data related to Cullable, as well as copies of same.

V. CONTENT

User as Licensee understands and agrees that by using Cullable, Licensee and authorized third party agents may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that Platinum cannot be held responsible for results of the transfer of files with such content. Similarly, Platinum is not liable for violations of third party intellectual property rights from the transfer of files using Cullable, nor the data integrity of transferred files.

VI. AUDIT RIGHTS

Platinum or its designee may inspect or cause the inspection of Licensee’s and/or Licensee’s Agents’ systems to verify compliance with these Terms and Conditions, prevent violations of the law, and/or protect the Intellectual Property Rights of Platinum and/or third parties. All such audits will be conducted during reasonable business hours and in a manner that does not unreasonably interfere with Licensee’s business activities.
Platinum may monitor workspaces for the purpose of maintenance, support, and improvement of Cullable functionality.

VII. WARRANTY

Cullable IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF Cullable IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PLATINUM AND ITS AFFILIATES, SUPPLIERS, AND ASSIGNS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PLATINUM AND ITS AFFILIATES, SUPPLIERS, AND ASSIGNS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE OPERATION OR AVAILABILITY OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED IN OR MADE AVAILABLE IN CONNECTION WITH Cullable. PLATINUM DOES NOT WARRANT THAT FILES TRANSFERRED USING Cullable ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VIII. LIABILITY

Licensee agrees to indemnify, defend, and hold harmless Platinum, its affiliates and assigns, against losses, expenses, damages, and costs, including reasonable attorney fees, resulting from violation(s) of terms in these Terms and Conditions including but not limited to breach or alleged breach due to Licensee and/or Licensee’s third party agents’ representations, warranties, or undertakings. Platinum reserves the right to assume at its sole expense the exclusive defense and control of any matter subject to indemnification by Licensee and/or an organization responsible for Licensee or Licensee’s third party agents, in which Licensee will fully cooperate with Platinum in asserting any available defenses.
Licensee is entitled to a refund, as sole remedy for Cullable failing to work as intended, for fees paid during the contracted period for which Cullable fails to work as intended.
Certain software allows guest operating systems and application programs to run on a computer system. Licensee acknowledges responsibility for obtaining and complying with any licenses necessary to operate any such third-party software.

Platinum shall not be responsible nor held liable for consequences of:
(a) use by Licensee or Licensee’s agent(s) in a manner not authorized in these Terms and Conditions and/or accompanying documentation regarding how to use Cullable;
(b) Licensee or Licensee’s agents’ equipment and/or software not provided or authorized by Platinum;
(c) Licensee or Licensee’s agents’ insufficiencies in maintaining data integrity, including safeguarding metadata related to transferred files;
(d) Licensee’s agents’ acts or systems;
(e) unauthorized access by governmental, quasi-governmental, or government-authorized agencies;
(f) general internet problems, cloud infrastructure problems not under the control of Platinum, force majeure events, or other factors outside of Platinum’s control to the extent practicable.
PLATINUM AND ITS AFFILIATES, SUPPLIERS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, DATA, OR USE), EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
Licensee acknowledges that third party components of Cullable, which may include open source software, may be subject to separate license agreements. Platinum shall not be held liable for Licensee and/or Licensee Agents’ violation of such third party agreements.

Platinum shall not be responsible nor held liable for the actions of third party electronic billing companies receiving payments relating to Cullable.

IX. DISPUTE RESOLUTION/GOVERNING LAW/VENUE

These Terms and Conditions shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws (without regard to the conflicts of law principles thereof) of the State of Texas, as if agreed to, made, and to be performed wholly within the State of Texas.

Regardless of any statute or law to the contrary, any claim or cause of action against Platinum arising out of or related to use of Cullable or under the terms of these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or else become barred in perpetuity.

X. MODIFICATION/ENTIRETY/SEVERABILITY

Platinum reserves the right to modify its Terms and Conditions subject to compliance with reasonable notice requirements.

These Terms and Conditions constitute the entire agreement between Licensee and Platinum governing Licensee’s license to use Cullable and supersedes any prior agreements between Licensee and Platinum with respect to the subject matter hereof. Notwithstanding the foregoing, as stated above, Licensee and/or Licensee’s third party agents also may be subject to additional or separate terms of use, rules, and/or policies that may apply to use of certain features made available by Platinum in the future.

If there is a legal determination that any provision of these Terms and Conditions is invalid or unenforceable under applicable law, that determination will not affect the remaining provisions of these Terms and Conditions, and these Terms and Conditions shall be deemed otherwise valid and enforceable. The failure of Platinum to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.