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PDI CStore Essentials Terms of Service

Last Updated: January, 2024

Welcome, and thank you for your interest in PDI Technologies, Inc. (“PDI,” “we,” or “us”) and our website at www.pdiessentials.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and PDI regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PDI’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND PDI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PDI AND BY YOU TO BE BOUND BY THESE TERMS.

1. PDI CStore Essentials Service Overview

We provide online store management and back-office software solutions for convenience stores and gas stations.

2. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration; Additional Requirements for Accessing the Service

  1. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at cse-support@pditechnologies.com.
  2. You will need a computer to access the features of this Service, and an ethernet cable and USB drive, which can be purchased from an office supply store or other retailer. You may also need to purchase handheld scanners to access some features of the Service.
  3. Certain features of the Service may be subject to your agreement to and compliance with additional terms and conditions, and the rights granted to you under these Terms are conditioned on that compliance.

4. Payment Terms

  1. General. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.
  2. Price. PDI reserves the right to determine pricing for the Service. PDI will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our Pricing webpage periodically for current pricing information, located at: https://www.pdiessentials.com. PDI may change the fees for any feature of the Service, including additional fees or charges, if PDI gives you advance notice of changes before they apply. PDI, at its sole discretion, may make promotional offers with different features and different pricing to any of PDI’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
  3. Authorization. You authorize PDI and its third parties to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by PDI, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, PDI and its authorized third parties may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Payments due for the Service may be subject to Stripe’s terms, located here: https://stripe.com/us/privacy. If you do not agree to Stripe’s terms, then please do not sign up for the Service.
  4. Subscription Service. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize PDI to periodically charge, on a going-forward basis, and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For information on the “Subscription Fee,” please see our Pricing webpage, located at: https://www.pdiessentials.com. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by contacting us at cse-support@pditechnologies.com.
  5. Delinquent Accounts. PDI may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

5. Licenses

  1. Limited License. Subject to your complete and ongoing compliance with these Terms, PDI hereby grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (ii) access and use the Service.
  2. API License. If PDI makes available to you any application programming interface, including any provided by or to a third party integration partner of PDI (a “PDI Integration Partner”) for accessing and using any part of the Service (each, a “PDI API”), subject to your complete and ongoing compliance with these Terms and any additional terms provided in connection with the applicable PDI API, PDI hereby grants you, solely for your personal, use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the PDI API: (i) solely in accordance with the documentation provided by PDI in connection with the PDI API, (ii) solely for your own internal business purposes, and (iii) only for the purposes of transmitting and receiving required data and information and receiving output and results from the portion of the Service that the PDI API is provided for use in connection with. You must at all times comply with any volume or other usage-based restrictions established by PDI in connection with use of any PDI API.
  3. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reproduce, distribute, publicly display, or publicly perform the Service; (ii) make modifications to the Service; or (iii) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
  4. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant PDI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

6. Ownership; Proprietary Rights

The Service is owned and operated by PDI. The visual interfaces, graphics, design, compilation, information, data, support, marketing and sales materials, formulas, charts, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by PDI are protected by intellectual property and other laws. All Materials included in the Service are the property of PDI or its third party licensors. Except as expressly authorized by PDI, you may not make use of the Materials. PDI reserves all rights to the Materials not granted expressly in these Terms.

7. Third Party Terms

  1. Third Party Services and Linked Websites. PDI may provide tools through the Service that enable you to export information, including User Content (defined below), to third party services. You will abide by and comply with all third party terms related to such third party services. By using one of these tools, you agree that PDI may transfer that information to the applicable third party service. Third party services are not under PDI’s control, and, to the fullest extent permitted by law, PDI is not responsible for any third party service’s use of your exported information and anything related to your use of any third party service. The Service may also contain links to third party websites. Linked websites are not under PDI’s control, and PDI is not responsible for their availability or content.
  2. Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

8. User Content

  1. User Content Generally. Certain features of the Service may permit users to upload content to the Service and/or PDI Integration Partners, including data, content, messages, reviews, photos, video, images, comments, tags, event types, folders, data, text, and other types of information (including Store Sales Content (as defined below), “User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
  2. Limited License Grant. By providing User Content to or via the Service, you grant PDI, PDI’s affiliates and, if applicable, the PDI Integration Partners (i) a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, for the purpose of providing the Service to you, including any support services we may make available to you, and for PDI’s internal business purposes, including monitoring, developing, training and improving our products and services, the building of algorithms, and the purposes of machine learning, (ii) the right to disclose or otherwise permit access to User Content by the PDI Integration Partner, (iii) the right to receive or otherwise access User Content from such PDI Integration Partner, and (iv) the right to use the User Content so received as required to perform our obligations under these Terms and any other agreement(s) between you and PDI. You represent and warrant that you have all rights and consents to the User Content and otherwise as necessary to grant PDI, PDI’s affiliates and the PDI Integration Partners the rights and licenses set forth in this Section 8(b).
  3. Store Sales Content. Certain features of the Service may allow you to submit content or other information about products stocked or sold in your store(s) for which you use the Service, which may include the address(es) of your store(s), product SKUs, times of sales of products, and sale prices of products (“Store Sales Content”). If you enable these features, then you hereby grant PDI a worldwide, royalty-free, fully paid, irrevocable, and perpetual right and license (with the right to sublicense) to (i) access, use, and otherwise exploit your Store Sales Content and (ii) sell, or otherwise make available, your Store Sales Content or any part thereof, in any form, to third parties. You hereby acknowledge that the Store Sales Content may include identifying information and that PDI has no obligation to aggregate, anonymize or otherwise de-identify the Store Sales Content. For clarity, your Stores Sales Content is deemed User Content for all purposes under these Terms.
  4. Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service (including by granting shared access to your User Content to another user), you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service. By providing User Content to or via the Service to public-facing portions of the Service or portions of the Service available to other users (such as support or other Service-related forums), you grant all users of the Service a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
  5. User Content Representations and Warranties. PDI disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
    1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize PDI, the PDI Integration Partners, and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by PDI, the Service, and these Terms;
    2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (a) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) cause PDI to violate any law or regulation;
    3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and
    4. all User Content (including Store Sales Content) that you provide to PDI or to a PDI Integration Partner shall be materially accurate.
  6. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. PDI may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against PDI with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, PDI does not permit copyright-infringing activities on the Service.
  7. Monitoring Content. PDI does not control and does not have any obligation to monitor: (i) User Content; (ii) any content made available by third parties; or (iii) the use of the Service by its users. You acknowledge and agree that PDI reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time PDI chooses to monitor the content, PDI still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below).

9. Rights to Aggregate Information

PDI shall have the right to (a) aggregate any information, including non-personally identifiable information and personally identifiable information that has been anonymized, received directly or indirectly from you or otherwise in connection with any use of the Service (“Aggregate Information”) and to use, store, analyze and disclose such Aggregate Information for any purposes, including marketing purposes; and (b) utilize data capture, syndication and analysis tools, and other similar tools, to create, extract, compile, synthesize, and analyze Aggregate Information. To the extent that Aggregate Information is created, extracted, compiled or synthesized from personal information received directly or indirectly from you in connection with any use of the Service, PDI shall ensure that Aggregate Information does not identify you by name. Aggregate Information shall be solely owned by PDI and may be used and disclosed by PDI for any lawful purpose (including marketing purposes, for provision to third party consumer packaged goods companies, for provision to financial analyst companies and for the building of algorithms or the purposes of machine learning) without a duty of accounting to you. You represent and warrant that you have all rights necessary to the User Content and the rights necessary to grant PDI the licenses set forth in this Section 9.

10. Prohibited Conduct

BY USING THE SERVICE YOU AGREE NOT TO:

  1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
  2. misuse the Service or use the Service in any way other than as expressly permitted by us;
  3. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
  4. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
  5. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; or (iii) otherwise attempting to gain unauthorized entry to the Service;
  6. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
  7. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
  8. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
  9. attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Modification of these Terms

We reserve the right to change these Terms on a going-forward basis at any time without notice. Please check these Terms periodically for changes. We will post changes to these Terms to this website. Changes will not apply retroactively and will become effective no sooner than thirty (30) days after they are posted; however, changes made for legal reasons will be effective immediately. If you do not agree to the changed Terms, please discontinue use of the Service, and your continued use of the Service constitutes your acceptance of these modified Terms. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

12. Term, Termination and Modification of the Service

  1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12(b).
  2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, PDI may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at cse-support@pditechnologies.com.
  3. Effect of Termination. Upon termination of these Terms: (i) your license rights will terminate and you must immediately cease all use of the Service; (ii) you will no longer be authorized to access your account or the Service; (iii) you must pay PDI any unpaid amount that was due prior to termination; and (iv) all payment obligations accrued prior to termination and Sections 5(d), 6, 8, 9, 12(c), and 13-20 will survive. For a period of 15 days following termination of your account, you may request that a copy of the data associated with your account be provided to you by PDI in a raw format. After this 15 day period, we may, in our sole discretion, delete all or part of your User Content or other data you have submitted to or otherwise is stored in connection with the Service and we will have no obligation to provide any data associated with your account to you.
  4. Modification of the Service. PDI reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. PDI will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify PDI and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “PDI Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PDI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PDI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PDI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PDI EXPRESSLY DISCLAIMS ANY WARRANTIES IN CONNECTION WITH ANY SUPPORT OBLIGATIONS IT MAY PROVIDE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PDI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PDI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. PDI does not disclaim any warranty or other right that PDI is prohibited from disclaiming under applicable law.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PDI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PDI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PDI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO PDI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Confidential Information

“Confidential Information” means all information disclosed by or otherwise obtained from PDI to or by you, whether orally, visually, or in writing, that is designated as “confidential” or “proprietary” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to PDI, (b) was known to you prior to its disclosure by PDI without breach of any obligation owed to PDI, (c) is received from a third party on a non-confidential basis without breach of any obligation owed to PDI, or (d) was independently developed by you without the use of PDI’s Confidential Information. Except as otherwise permitted in writing by PDI, you will (i) use the same degree of care that you use to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care); (ii) not use or disclose any Confidential Information of PDI other than in the exercise of your rights and performance of your obligations under these Terms; and (iii) limit access to Confidential Information of PDI to those of its employees, contractors and agents and the employees, contractors and agents of its affiliates who need such access for purposes consistent with these Terms and who are subject to confidentiality obligations with you that are at least as protective of PDI’s Confidential Information as those herein. You may disclose Confidential Information of PDI if you are compelled by applicable law to do so, provided you give PDI prior notice of such compelled disclosure (to the extent legally permitted).

17. Remote Monitoring and Support Software

In order to provide and support the Service, we may install third party (i.e. not part of the PDI Service) remote monitoring and support software on any of your devices using the Service (“Third Party Support Software”), and such Third Party Support Software may be installed at the time you download or otherwise commence using the Service or at any subsequent time prior to the termination of these Terms. You hereby grant PDI permission to install Third Party Support Software as set forth above, and acknowledge that since the Third Party Support Software is not provided by PDI, it is not included or deemed to be part of the “Service” for purposes of these Terms, other than with respect to Sections 13 (Indemnity), 15 (Limitation of Liability), and as set forth in the following sentence. You agree to comply with the provisions of Section 10 (Prohibited Conduct) with respect to any Third Party Support Software as if such Third Party Support Software were the “Service” as set forth in Section 10. To the fullest extent permitted by law and PDI’s agreement with the provider of the Third Party Support Software, PDI is not responsible for the provider of any Third Party Support software’s use of your exported information and PDI makes no warranties and offers no indemnities with respect to, and shall not be liable for, any Third Party Support Software, irrespective of whether such Third Party Support Software is provided with the Service. You acknowledge and agree that PDI may access and use Third Party Support Software installed on your devices as reasonably necessary in conjunction with the provision of the Services without further notice to you and/or in your absence. In the event that you fail to install Third Party Support Software requested by PDI or disable such software this may prevent the Service from functioning correctly, and PDI shall have no liability for such impaired functionality or failure to provide support for the Service. Further, in such case, PDI may terminate these Terms and your access to the Service immediately in its sole discretion. Upon the termination of these Terms for any reason, you agree to uninstall any Third Party Support Software if requested to do so by PDI. You acknowledge that the Third Party Support Software is licensed by PDI from the Third Party Support Software provider, and that you as an end user of such Third Party Support Software may be required to be bound by and/or comply with certain provisions of PDI’s agreement with such provider, and will so comply as reasonably requested by PDI or the Third Party Support Software provider in writing.

18. Miscellaneous

  1. General Terms. These Terms, together with the Privacy Policy and any other agreements and documents expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and PDI regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
  2. Governing Law; Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local Laws of the State of Texas, and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. You and PDI agree that the Uniform Computer Information Transactions Act (“UCITA”) or any version thereof, adopted by any state in any form, shall not apply to these Terms; and, to the extent that UCITA is applicable, you and PDI each hereby disclaim its application and agree to opt out pursuant to the opt-out provisions contained therein. You and PDI each hereby irrevocably consent to the exclusive jurisdiction and venue of the federal, state, and local courts in Dallas County, Texas in connection with any action arising out of or in connection with these Terms.
  3. Class Action Waiver. YOU AND PDI EACH WAIVE THE RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION AGAINST THE OTHER OR OTHERWISE TO SEEK RELIEF ON A CLASS BASIS, INCLUDING ANY CURRENTLY PENDING ACTIONS AGAINST PDI. TO THE FULLEST EXTENT ALLOWABLE BY LAW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE LITIGATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR PRIVATE ATTORNEY GENERAL BASIS.
  4. Privacy Policy. Please read the PDI Privacy Policy at https://www.pditechnologies.com/privacy-policy/ (the “Privacy Policy”) carefully for information relating to our collection, use, storage, disclosure of your personal information. The PDI Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
  5. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
  6. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  7. Contact Information. The Service is offered by PDI Technologies, Inc., located at 11675 Rainwater Dr., Ste. 350, Alpharetta, GA 30009. You may contact us by sending correspondence to that address or by emailing us at cse-support@pditechnologies.com. You can access a copy of these Terms by clicking here: https://www.pdiessentials.com/terms-of-service.
  8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
  9. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

19. Notice Regarding Apple

This Section 19 only applies to the extent you are using our mobile application on an iOS device (the “iOS App”). You acknowledge that these Terms are between you and PDI only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Your license to the iOS App is limited to a non-transferable license to use the iOS App on any Mac products that you own or control and as permitted by the User Rules set forth in the terms of service applicable to the Mac Apple Store. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

20. Terms Applicable to Google Merchant Center

In the event that you have selected to participate in the Google Merchant Center portion of the Service pursuant to these Terms, the following additional terms shall apply: (a) you hereby grant PDI the right to access, use and, if applicable, create your Google Merchant Account on your behalf solely for the purpose of providing the Service hereunder, (b) in the event that Google LLC (“Google”) terminates any agreement between PDI and Google related to the Service hereunder, PDI shall have comparable termination rights with respect to such Service with you, including, if applicable, immediate suspension of the applicable Service, (c) upon request, you shall coordinate with Google to allow Google to verify Store Sales Content and related information electronically provided to Google with a check in a physical store; such checks are coordinated with store managers by Google in advance to ensure there is minimal disruption to normal store operations; (d) to the extent applicable, you shall comply with and be bound by (i) the Google API Terms of Service currently available at https://developers.google.com/terms, (ii) Google’s Content API for Shopping Terms and Conditions currently available at https://developers.google.com/shopping-content/v2/terms, and (iii) the Google Advertising Program Terms currently available at https://support.google.com/adspolicy/answer/54818?hl=en (each as updated from time-to-time) which are hereby incorporated herein by reference; and (e) solely for use with respect to the Service hereunder, you grant to PDI a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, and create derivative works of your basic Google Business Profile information (such as the entity name, location, phone number, category, hours, and website).