BACKGROUND:

The Vendor aims to provide a software license to the Licensee, who desires to obtain the license under the terms and conditions stated below.

IN CONSIDERATION OF the provisions in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: 

License

1. Under this Agreement, the Vendor grants the Licensee a non-exclusive and non-transferable license (the “License”) to use PCOIntelligence (the “Software”).
2. Title, copyright, intellectual property rights, and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
3. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
4. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
5. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

Limitation of Liability

6. The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the Vendor will be limited to a maximum of the original monthly price of the Software. The Vendor will not be liable for any general, special, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
7. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
8. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

9. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright, or applicable statute.

Acceptance

10. All terms, conditions, and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon execution of this Agreement.

Term

11. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

12. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement.

Cancellation Terms

13. This agreement is on a month-to-month basis. The licensee may cancel the subscription with a written notice of cancellation with a 30 days advance notice.

Force Majeure

14. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate to such an event.

Governing Law

15. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Illinois for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Illinois.

Miscellaneous

16. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
17. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
18. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
19. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
20. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties. 21. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.
21. In conclusion, this Agreement outlines the terms and conditions for the usage of the online app, PCOIntelligence. The Vendor is committed to ensuring the security of user data and takes appropriate measures to protect the confidentiality, integrity, and availability of the data processed or stored by the Software. This Agreement covers various aspects such as licensing, limitations of liability, warranties, representations, and governing laws.

Data Security

22. The Vendor is committed to maintaining the security and privacy of the Licensee’s data. The Vendor has implemented and maintains appropriate technical and organizational measures to protect the Licensee’s data against unauthorized access, disclosure, alteration, or destruction. These measures include, but are not limited to, data encryption, access controls, and secure storage.
23. The Vendor will promptly notify the Licensee of any known security breaches affecting the Licensee’s data and will take necessary steps to remediate such breaches in a timely manner.
24. The Vendor will not share, sell, or disclose the Licensee’s data to any third parties, except as required by law or with the explicit consent of the Licensee.

Updates and Support

25. The Vendor will provide the Licensee with updates, bug fixes, and support for the Software as necessary to ensure the continued functionality and security of the Software. The Licensee is responsible for installing updates as they become available.
26. The Vendor will offer support for the Software through email, phone, or other means of communication as agreed upon by the Vendor and the Licensee. Support will be provided in a timely manner and will address any questions or issues related to the use and functionality of the Software. When receiving SMS, message,  data rates may apply.

SMS Messaging Terms

27. By providing a mobile phone number to PCOIntelligence or to businesses using the PCOIntelligence platform, users may receive SMS or text messages related to services, appointments, account notifications, and customer support communications.

    Message frequency varies depending on user interaction with the business. Message and data rates may apply.

    Users may opt out of receiving SMS messages at any time by replying STOP to any message. After opting out, users will no longer receive SMS messages unless they opt in again.

    For assistance, users may reply HELP to any message or contact the business directly.

    Mobile information will not be shared, sold, or transferred to third parties for marketing or promotional purposes.

By agreeing to this Online App Usage Agreement, the Licensee acknowledges that they have read, understood, and agreed to the terms and conditions outlined herein. This Agreement forms a binding contract between the Vendor and the Licensee, governing the use of the Software and the management and protection of the licensee’s data.

Notices

All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:
PCOIntelligence Inc: 7144 N Harlem Ave Suite 304 Chicago, IL 60631