This END USER LICENSE AGREEMENT (“Agreement”) is a binding agreement between you (“End User” or “you”) and Trillix Labs, LLC, a Massachusetts Limited Liability Company (“Company”). Apple, Inc. (“Apple”) is not a party to this Agreement, and as between Company and Apple, Company is responsible for the Platform and the content thereof. This Agreement governs your use of the “Piran Command Platform” (including all related applications, technology, and documentation, the “Platform”). The Platform is licensed, not sold, to you or your fire department.
BY CLICKING THE “AGREE” BUTTON, OR IN THE ALTERNATIVE BY DOWNLOADING OR BY USING THE PLATFORM, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE; (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (D) REPRESENT THAT YOU ARE AUTHORIZED BY YOUR FIRE DEPARTMENT TO ACCESS AND USE THE PLATFORM UNDER THE RIGHTS GRANTED TO YOU BY YOUR FIRE DEPARTMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD OR USE THE PLATFORM AND DELETE IT FROM YOUR DEVICE.
Section 1License Grant
Subject to the terms of this Agreement, and subject to the terms of Company’s applicable or associated Software as a Service Agreement with your fire department, Company grants you a limited, non-exclusive, and nontransferable license to: (a) download, install, and use the Platform (i) solely on a device (e.g., smartphone, tablet, or laptop) owned or otherwise controlled by you (“Device”), (ii) in your capacity as official personnel for your fire department to assist with and supplement the performance of your official duties, (iii) through your own account, and (iv) strictly in accordance with the Platform’s documentation and for the Services (defined in Company’s applicable Software as a Service Agreement) made available by Company; and (b) access, download, and use on such Device the Content and Services (as defined in the Content and Services section) made available in or otherwise accessible through the Platform, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services.
You agree and acknowledge that the Platform is supplemental and supportive in nature and is not meant to replace the protocols, processes, and/or practices of you or your fire department, each of which you and your fire department are and remain responsible for, and that you and your fire department are responsible for providing all equipment and devices necessary to utilize the Platform.
Section 2License Restrictions
Except as may be expressly permitted by applicable law or expressly authorized by the Platform, you shall not: (a) copy the Platform, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements of the Platform; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof; (d) remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any feature or functionality of the Platform, to any third party for any reason; (f) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose; (g) use any manual process to monitor or copy any of the material on the Platform without Company’s prior written consent; (h) frame, mirror, or otherwise incorporate the Platform or any portion of it as part of any other platform, website, or service; (i) use the Platform in any manner that could disable, overburden, damage, or impair it or interfere with any other party’s use of it; or (j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.
Section 3Reservation of Rights
You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. In the event of an intellectual property claim that the Platform or your possession and use of the Platform infringes on a third party’s intellectual property rights, Company, not Apple, reserves the right to investigate, defend, settle, and discharge any such claims. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Platform.
Section 4Registration; Collection and Use of Your Information
Accounts on the Platform are created by or at the direction of your fire department’s administrators; you may not register an account yourself, and your account and profile are removed by your fire department’s administrators. The rights to be issued a username or password by Company are available only to those individuals who provide Company with the requested accurate, complete, and current information. You must inform Company of changes to or updates of any information that you provide to Company. Company reserves the right to deny or revoke issuance of any username or password at any time and without prior notice.
You acknowledge that when you download, install, or use the Platform, Company may use automatic means (including, for example, the limited sign-in and settings cookies and the activity logs described in our Privacy Policy) to collect information about your Device and about your use of the Platform. All information we collect through or in connection with this Platform is subject to our Privacy Policy; health information processed for a department that is a HIPAA covered entity is handled under our business associate agreement with that department. By downloading, installing, using, and providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Section 5Content and Services
The Platform may provide you with access to Company’s website located at PiranCommand.com (the “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Platform may be hosted on the Website or elsewhere (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by the Website’s Terms of Use and Privacy Policy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Platform’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
Section 6Geographic Restrictions
The Content and Services are based in the Commonwealth of Massachusetts in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
Section 7Updates
Company may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either: (a) the Platform will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
Section 8Third-Party Materials
The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. You agree to comply with all applicable third-party terms of agreement when using the Platform.
Section 9Term and Termination
The term of this Agreement commences when you click the “Agree” button, or in the alternative by downloading or using the Platform, and will continue in effect until terminated by you or Company as set forth in this section. Company may terminate this Agreement at any time without notice and subject to its termination rights under Company’s applicable Software as a Service Agreement. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of its terms and conditions. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Platform and delete all copies of the Platform from your Devices and account. Termination will not limit any of Company’s rights or remedies at law or in equity.
Section 10Disclaimer of Warranties
THE PLATFORM IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF APPLE, AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, PLATFORMS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Section 11Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR APPLE OR THEIR RESPECTIVE AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PLATFORM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Section 12Indemnification
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.
Section 13Export Regulation
You will comply with all applicable laws, regulations, and rules in connection with your use of the Platform. The Platform may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
Section 14Severability
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Section 15Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts, in each case located in the County of Bristol. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You agree that Apple and its subsidiaries are third-party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary thereof.
Section 16Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Section 17Entire Agreement
This Agreement, the Terms of Use incorporated herein, and our Privacy Policy constitute the entire agreement between you and Company with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform.
Section 18Waiver
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
Section 19Contact Information
All questions or claims concerning or related to the Platform should be directed to the following and not to Apple:
Trillix Labs, LLC
1555 County Street, Attleboro, MA 02703
Hello@PiranCommand.com