These terms may be changed from time to time as specified below. Your continued use of the Services
after any such changes constitutes Your acceptance of these terms.
IF YOU DO NOT AGREE TO ABIDE BY THESE OR ANY FUTURE TERMS OF USE, YOU ARE NOT
AUTHORIZED TO USE THE SERVICES AND SHOULD DISCONTINUE ANY USE OF THE SERVICE, IN FULL
OR IN PART.
These Terms are a legal agreement between PGWAG and You (also referred to as “You”or“Your”)
that governs the Services.
By using the Services, You authorize the collection of information about You, Your use of the Services,
the device on which an associated APP is installed or from which You access the Services, and the use,
transmission, processing, and storing of information as described in our Privacy Notice. A link to the
Privacy Notice is available at the bottom of the relevant website.
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01
Account Registration.In order to use certain aspects of the Services You will need to log-in with
a user account that You register for through the Services (“Account”). You agree to provide current,
complete, and accurate Account information when You register for an Account and are responsible for
keeping it up to date. You agree to keep Your log-in information confidential and not authorize any
third party to use it or Your Account. You agree that we may attribute all use of Your Account to You,
and that You are responsible for all activities that occur under Your Account. You agree to notify us
immediately if You suspect any unauthorized use of Your Account, the Services, or any other breach of
security. Depending on Your Account type or other criteria, Your Account may not have full access to
all features or functionality available through the Services. You agree not to attempt to access any (if
any) restricted features or functionality.
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02
Eligibility. You must be a resident of the United States, Mexico, or Canada and 18 years of age or
older to use the Services. By registering for an Account, You certify that You are 18 years of age or
older and a United States, Mexico, or Canadian resident.
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03
License to Services.Conditioned on Your compliance with these Terms, PGWAG grants You a
limited, personal, non-exclusive and nontransferable license to access and use the Services solely for
Your personal, non-commercial use in connection with Your use of the Services. Additionally, if You
(a) download, install and/or otherwise use an APP; (b) download or use API materials provided by
PGWAG from time to time; or (c) interface with the Services to access or exchange data in any way,
You are also subject to the APP End-User License (“EULA”) and/or “API Terms” set forth below, as
applicable:
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-
Mobile APP EULA. Subject to the terms of this Agreement, PGWAG grants to You a
personal, non-sublicensable, nonexclusive, nontransferable, limited license to download, install
and use one or more of APPs, in object code form only, solely on a mobile device that is
specifically supported by PGWAG for operation of the APP in question and owned or otherwise
controlled by You solely for the internal business use of Your employer in connection you’re
Your use of the Services as an end-user, for the duration of these Terms of Use.
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API Package License. Subject to the terms of this Agreement, PGWAG grants to You a
personal, non-sublicensable, nonexclusive, nontransferable, limited license to use the API
Package (as defined below) in accordance with the documentation supplied by PGWAG solely
for Your internal business use specifically as further detailed below. You agree to use and
otherwise act with respect to the API Package, and the information contained therein, only as
specifically authorized herein. Use of the API Package will be strictly limited to using the
information contained therein to develop interfaces to retrieve from PGWAG’s systems pricing
and product availability data applicable to sales of PGWAG’s products to Your employer, only
as specified in the API Package (the “API-Accessible Data”), solely for the purpose of storing,
processing, assessing and displaying such customer-specific API-Accessible Data for You and
Your end-users solely for Your internal business purposes, subject to the further terms and
conditions as set forth below. You are solely responsible for testing any interface You develop
using the API Package, to validate the data communicated via such interface and it is Your
responsibility to ensure the proper and lawful use of such data. PGWAG makes no express
warranty of data for Your purposes. As used herein, the “API Package” is the documentation
and materials which provide the commands and methods to poll PGWAG’s specified systems
for data regarding customer-specific pricing and product availability that PGWAG, at its sole
discretion, makes available to a customer upon such customer’s request, on a case-by-case
basis.
You may not use API-Accessible Data for any purpose other than Your own internal business
use, specifically for the sole purpose of displaying to Your Employer, You and Your Employer’s
other employees (a) pricing information for products applicable to goods offered for sale by
PGWAG to Your employer; and (b) product availability applicable to goods offered for sale by
PGWAG to Your employer, all as made available by PGWAG for access via the API Package.
Furthermore, in no event shall the API, API Package, and/or the API-Accessible Data ever be
used for purposes of benchmarking and/or comparing API-Accessible Data against similar data
of PGWAG’s competitors, or any other use or application that may be contrary to applicable
law.
This Agreement does not grant to You any right to interface with PGWAG’s systems,
equipment and/or any data resident on such systems or equipment other than the data
expressly specified above for the purpose expressly as set forth above, and other than through
the use of interface or other techniques to read data or otherwise extract/obtain data from
systems and equipment through means or techniques not expressly documented or specified
in the API Package. You may not reproduce, modify, redistribute, or republish the API
Package or any portion thereof. You shall not rent, sell, lease or otherwise transfer or disclose
the API Package or any part thereof or any information therein or use any of the foregoing for
the benefit of a third party, other than to access the specified data for the express purposes
set forth above on Your behalf and for Your sole use. To the extent the API Package includes
software, You shall use such software in object code form only. You shall not reverse engineer
the API Package or anything contained therein. You will not patent anything that relates to, or
builds upon, extends, supplements, is based on or surrounds any aspect of any portion of the
API Package or information therein (and will not authorize, enable or permit any third party to
do so); if in case of a breach of this restriction, PGWAG will automatically have (and is hereby
granted) a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable,
assignable right and license to fully exercise all resulting patent rights and to allow others to
do so.
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Proprietary Rights. As between PGWAG and You, the PGWAG websites including
without limitation all portions and components of such websites such as webapps, APPs, and
the API Package (including, without limitation, all improvements, derivatives, and other
modifications), and all intellectual property rights in and to the foregoing, are and shall at all
times remain the sole and exclusive property of PGWAG (or its licensors) and are protected by
applicable intellectual property laws and treaties. Without limiting the express grants of rights
above, You shall have no other rights in or to any aspect of the Services, including without
limitation the websites, webapps, the APPs, any technology used in providing the Services
accessed via the APPs,or the API Package. No implied other licenses or rights are granted
herein. Subject to the terms and conditions set forth in this Agreement, You shall and hereby
do transfer and assign to PGWAG all right, title and interest in and to any interest You may
have in the forgoing intellectual property. For clarity, nothing contained herein will restrict or
limit Company from developing products or services that are similar to those developed by
Licensee through use of the API Package.
-
Changes. PGWAG may at its sole discretion update, upgrade, modify, revise or
otherwise make changes to the Services ("PGWAG Changes"), with or without notice, without
any liability or responsibility to You. Without limiting the foregoing, to the extent any such
PGWAG Changes to the API Package requires, or may reasonably be expected to require,
changes to interfaces developed by You based on the API Package to maintain flow of data,
then PGWAG agrees to use commercially reasonable efforts to provide at least thirty (30)
days' prior written notice to You of such PGWAG Change; such written notice to include
reasonable detail as to the nature of such change to the API Package. Unless otherwise
specifically agreed by PGWAG in writing may, PGWAG offers no implementation and/or support
services related to PGWAG Changes.
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Confidentiality. The API Package (including, without limitation, all improvements,
derivatives, modifications and the like), along with any PGWAG documentation, software,
trade secret business practice, or other PGWAG proprietary information, and including the
terms and conditions of this Agreement, constitutes PGWAG’s confidential information
(“Confidential Information”). You hereby agree (i) to hold the Confidential Information in
confidence and to take reasonable precautions to protect such Confidential Information
(including, without limitation, all precautions that You employ with respect to Your own
confidential materials), (ii) not to divulge any Confidential Information to any third person, (iii)
not to use any Confidential Information except for the purposes set forth in this Agreement,
and (iv) not to copy or reverse engineer any Confidential Information. Your confidentiality
obligations shall not apply to the extent (i) such information was known to You prior to the
execution of this Agreement, (ii) such information was acquired by You without breach of this
Agreement (by You or any third-party), or (iii) such information is generally known to the
public. Any of Your employees who have been given access to the Confidential Information by
You must have a legitimate “need to know” in order for You to exercise Your rights hereunder
and shall be similarly bound by duty to protect Confidential Information as set forth herein.
You acknowledge and agree that due to the unique nature of the Confidential Information,
there can be no adequate remedy at law for any breach of its obligations hereunder and
therefore, that upon any such breach or any threat thereof, PGWAG shall be entitled to
appropriate equitable relief in addition to whatever remedies it might have at law.
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04
PGWAG Content.The Services include and provide access to information, data, content, graphics,
text, images, code, sound files, video, communications, packages, profiles, documents, files, and
other materials (“Content”). As between You and PGWAG, PGWAG (and/or its licensors) own all right,
title, and interest in and to Content. If no additional terms are presented when You access Content,
PGWAG and its licensors grant to You, conditioned on Your full compliance with these Terms, a
revocable, worldwide, royalty-free, personal, non-transferable, non-exclusive license to view, access,
and use the Content solely in connection with Your use of the Services during the term of these
Terms.
-
Except as expressly set forth in these Terms, You may not, under any circumstances, copy, access or
otherwise use Content, whether to create a derivative work of all or any part of the Content, Services,
or otherwise. Additionally, by way of example, and not limitation, unless expressly authorized under
these Terms of Use, You may not sublicense, alter, adapt, transmit, publicly perform or display,
distribute, customize, modify, add to, delete from, create derivative works based upon any portion of
the Services or Content, copy, screen capture, page scrape, counterfeit or paste Content to any other
website or web page. You acknowledge and agree that modification of Content or use of the Content
for any purpose other than as expressly authorized in these Terms is a violation of PGWAG, our
licensors’ and suppliers’ and possibly other third parties’ copyright and proprietary rights. You agree to
use the Content only for purposes which are lawful in applicable national and local jurisdictions and all
subdivisions thereof. If You violate any provision of these Terms of Use, Your permission to use and
access the Services and Content automatically terminates and You must immediately cease use of the
Services.
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05
Authorized Use of Aggregated Data.Notwithstanding anything to the contrary in these Terms
of Use, You hereby grant to PGWAG an irrevocable worldwide right to use, develop, analyze, exploit
and extract information, in aggregated form only and in a form which does not specifically identify You
or Your employer ("Aggregated Data") from Your registration information, Your interactions with the
Services, including without limitation the APPs, Content and/or data available through the API
Package, information about You such as market type, type of contract, location, type of entity, and
other data collected, retained, stored or accumulated through use of the Services by You and Your
end-users, for internal and commercial purposes, including without limitation, for purposes of: (i)
developing and making available to third parties aggregated information regarding trends, patterns
and market research; (ii) performing PGWAG’s duties and obligations under an agreement with third
party licensors or other third-parties; (iii) internal record keeping and internal reporting by PGWAG
and our service providers; (iv) measuring the performance of third party licensors and service
providers; and (v) reporting performance and other statistical information concerning the Services.
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06
Updates.TIf PGWAG provides updates, supplements, or add-on components to the APPs after You
download it (collectively,“Updates”), these Terms will apply to the Updates unless PGWAG provides
additional terms along with the Updates (“Additional Terms”), in which case those Additional Terms
will apply to the Update. You agree that PGWAG may automatically check Your version of the APPs and
send Updates to the APPs and may release subsequent versions of the APPs and require You to use
the most current version. PGWAG reserves the right to discontinue Your access to the APPs.
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07
Third Party Websites; Additional Products and Services.Within the Services You may
encounter links or references to third party web sites (“Linked Sites”). PGWAG does not endorse or
sponsor and is not responsible for any Linked Sites or the information, products, or services contained
on any Linked Sites. Linked Sites are governed by their own terms of use and privacy notices. You
may need to use or obtain additional products or services in order to use or access the Services, such
as a mobile device, internet access, and a data connection. You must obtain or use these products or
services separately and pay all associated charges (including for internet access or other data
transmission).
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08
License Restrictions.You represent and warrant that You, Your Content,
and
your use of the LQK Services will comply with and, you understand and agree that the
licenses granted to you pursuant to these Terms are conditioned on your compliance
with
the following:
-
You must not attempt to work around, disable, bypass, modify, or defeat any technical
limitations in the Services or to use the Services in an attempt to, or in conjunction with any
device, program or service designed to circumvent any security features or any technical
measures employed to control access to, or the rights in, a content, file or other work;
-
You must not reverse engineer, decompile, decipher, disassemble or otherwise attempt to
access source code of the Services, except and only to the extent that applicable law
expressly permits, despite this limitation;
-
You must not download or copy any aspect of the Services, except the APP and API Package
as expressly permitted in these Terms;
-
You must not rent, lease, lend, sell, sublicense, assign, distribute, publish, perform, display,
broadcast, transfer, exploit, or otherwise make available the Services or any features or
functionality of the Services to any third party for any reason, including by making the
Services available on a network where it is capable of being accessed by more than one
device at any time;
-
You must not modify or make any derivative works of the Services, in whole or in part;
-
You must not remove any proprietary notices or labels on the Services or any copy thereof;
-
You must not use the Services in, or in association with, the operation of any hazardous
environments or systems, including any aircraft navigation or communication systems, air
traffic control systems or any other transport management systems; safety-critical
applications, including medical or life-support systems, vehicle operation applications or any
police, fire or other safety response systems; and military or aerospace applications,
weapons systems or environments;
-
You must not tamper or interfere with the proper functioning of the Services;
-
You must not attempt to access or use any non-public areas of the Services or use it, as a
platform for external applications; to develop applications, services, websites; or any other
functionalities that leverage the Services or any portion thereof;
-
You must not attempt to probe, scan, or test the vulnerability of the Services or any PGWAG
system or network or to breach any security or authentication measures;
-
You must not attempt to access or search the Services or any network or system provided by
PGWAG or used to operate the Services with any engine, software, tool, agent, device, or
mechanism other than with software or search agents provided by PGWAG or generally
available web browsers;
-
You must not make any use of the Services in any manner not permitted by these Terms or
the documentation; and
-
You, Your Content, and your use of the Services must not:
-
Infringe any patent, trademark, trade secret, copyright or other intellectual property
or other rights of any other person.
-
Violate any applicable law or regulation or violate the legal rights (including the rights
of publicity and privacy) of others or contain any material that could give rise to any
civil or criminal liability under applicable laws or regulations or that otherwise may be
in conflict with these Terms.
-
Cause damage to PGWAG’s business, reputation, employees, facilities, or to any other
person or legal entity.
-
Violate any applicable law or regulation or violate the legal rights
(including the rights of publicity and privacy) of others or contain any
material that could give rise to any civil or criminal liability under
applicable laws or regulations or that otherwise may be in conflict with
these Terms.
-
Intercept, collect, or store data about third parties without their knowledge or consent.
-
Delete, tamper with, or revise Content posted or otherwise made available for access
by PGWAG unless otherwise permitted.
-
Send altered, deceptive, or false source-identifying information
-
Involve excessively high volume data transfers or bandwidth consumption, hosting of
a web server, internet relay chat server, or any other server, and non-traditional
end-user activities.
-
Use the Services in competition with us, to develop competing products or services, or
otherwise to our detriment or commercial disadvantage.
-
Use the Services for benchmarking or competitive analysis.
-
Share passwords or authentication credentials for the Services.
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09
Violation of Terms and Enforcement. If PGWAG suspects violations of these Terms, PGWAG
may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings
against violators. You authorize PGWAG to install, implement, manage, and operate one or more
software, monitoring, or other solutions designed to assist in identifying or tracking activities that
PGWAG considers to be illegal or a violation of these Terms. PGWAG reserves the right to take any or
all action it may deem appropriate in its sole discretion with respect to violations or enforcement of
these Terms, and expressly reserves all rights and remedies available to PGWAG at law or in equity,
including instituting legal action and cooperating with law enforcement authorities. You agree to
cooperate with PGWAG in investigating suspected violations of these Terms by You or others. To the
maximum extent authorized under applicable law, PGWAG reserves the right to change, remove,
delete, restrict, block access to, or stop providing any or all of the Services to You at any time and
without notice.
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10
Reservation of Rights. You acknowledge and agree that access to the Services is provided
under license, and not sold, to You. You do not acquire any ownership interest or other rights to the
Services, other than the right to use the Services in accordance with the licenses granted in these
Terms. PGWAG reserves and retains its entire right, title and interest in and to the Services, including
all copyrights, trademarks and other intellectual property and proprietary rights therein or relating
thereto.
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11
Service Availability and Support.PGWAG has no obligation to and may not provide support in
relation to the PGWAG Service or Your Account. PGWAG does not guarantee availability of the Services
or Your Account and Your access is permitted only if and when they are available. To the maximum
extent authorized under applicable law, PGWAG reserves the right to suspend Your access to the
Services or Your Account, and discontinue Your access to the Services provided or made available to
You through the App or Website at any time without notice. PGWAG also reserves the right, in its sole
discretion, to change or discontinue the Services or any aspect of the Services, including availability,
content, or features, at any time and without notice to You.
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12
Termination.You may terminate Your Account or Your use of the Services (including without
limitation the APPs or the API Package) at any time. PGWAG reserves the right to terminate Your
Account and these Terms and to suspend or terminate the App or Your access thereto at any time with
or without prior notice.
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13
Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
SERVICES, INCLUDING WITHOUT LIMITATION THE APPS, THE APIS, AND THE DATA, INFORMATION,
AND OTHER CONTENT ACCESSIBLE VIA THE APPS, THE APIS AND OTHER SERVICES, ARE PROVIDED
“AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND
PERFORMANCE REMAINS WITH YOU. PGWAG DOES NOT MAKE ANY AND DISCLAIMS ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES AND
PRODUCTS ULTIMATELY PURCHASED AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING ALL
EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS. IN PARTICULAR, PGWAG
HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
MERCHANTABLE QUALITY, DURABILITY, SAFETY, LEGALITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT AND DOES NOT MAKE ANY WARRANTY OR CLAIM
THAT THE SERVICES OR ANY PARTICULAR VEHICLE OR PART WILL BE AVAILABLE OR THAT THE
SERVICES WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, OR ERROR FREE, SECURE BASIS;
WILL BE ACCURATE, COMPLETE, RELIABLE, OR FUNCTION PROPERLY; MEET YOUR REQUIREMENTS;
BE ERROR FREE OR FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS
COMPONENTS; PROVIDE SAFETY, PRIVACY, OR SECURITY; OR PREVENT OR MINIMIZE THEFT,
PROPERTY DAMAGE, OR INJURY. It is expressly understood and agreed that You assume and hereby
expressly release PGWAG from all liability, in tort, contract or otherwise, incurred in connection with
the use of the Services, and the data, information, and other Content accessible through the Services.
PGWAG will use commercially reasonable efforts to provide accurate and up-to-date information via
the Services; however, because of time lags in synchronizing PGWAG systems and the information on
such systems, the information, data, and other Content accessible and/or available through the
Services may include inaccuracies or typographical errors. IF YOU ARE DISSATISFIED WITH THE
PGWAG SERVICE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE PGWAG SERVICE.
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14
Disclaimer of Certain Damages.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL PGWAG BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY,
PUNITIVE, OR SPECIAL DAMAGES, INCLUDING: ANY DAMAGES TO OR FOR LOSS OR CORRUPTION OF
DATA OR PRIVACY, CONFIDENTIAL INFORMATION OR OTHER INFORMATION; REVENUE, PROFITS, OR
PROPERTY (INCLUDING BUILDINGS, WIRING, FIXTURES, DEVICES, COMPUTERS, PERIPHERALS, AND
ANIMALS), OR FOR INJURY OR DEATH; BUSINESS INTERRUPTION; FAILURE TO MEET ANY DUTY OF
GOOD FAITH OR REASONABLE CARE, or NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS
WHATSOEVER, ARISING FROM OR RELATING TO THESE TERMS, YOUR ACCOUNT, THE PGWAG
SERVICE, USE OF THE SERVICES, OR WITH ANY DELAY OR INABILITY TO USE SERVICES, INCLUDING
WITHOUT LIMITATION ACCESS TO API-ACCESSIBLE DATA, EVEN IF PGWAG HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
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15
Limitation of Liability and Exclusive Remedies.To the maximum extent permitted by
applicable law and to the extent they are not excluded or disclaimed in these Terms PGWAG’s
maximum, aggregate liability to You, and Your exclusive remedy under these Terms for any and all
damages, injuries, and losses arising from any and all claims and causes of action arising out of,
based on, resulting from or in any way related to these Terms, Your account, or The App will not
exceed THE DIRECT DAMAGES YOU INCURRED BASED ON YOUR REASONABLE RELIANCE ON the
SERVICE UP TO A TOTAL OF US$100.00.
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16
IMPORTANT CONSUMER NOTICE. Some jurisdictions do not allow certain damage limitations
such as the limitation of loss or liability from intentional acts (INCLUDING FRAUD, FRAUDULENT
MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, or for DEATH OR
personal injury. Nothing in these Terms will be interpreted as excluding liability which cannot under
Applicable law be excluded. IF YOU LIVE or are otherwise subject to the laws IN ONE OF THOSE
JURISDICTIONS any statutory entitlement available to You will be deemed limited to the extent (if at
all) permissible under that LAW AND, IF ANY LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN
THESE TERMS MAY NOT APPLY TO YOU.
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17
Independent Remedies.The disclaimer and limitation of warranties and the exclusion of
damages under these Terms are independent of Your exclusive remedies in these Terms and the
disclaimer and limitations of warranties and exclusion of damages survive even if the exclusive
remedies fails of their essential purpose or otherwise are deemed unenforceable. Each of the
limitations in these Terms apply without regard to whether loss, liability, or damage arise from (a)
breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and
misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and
limitations are not prohibited by applicable law.
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18
Indemnity.You agree to defend, indemnify, and hold PGWAG, its directors, officers, employees,
agents, partners, suppliers, and licensors harmless and will keep them indemnified from any claim or
demand, including reasonable attorneys’ fees, relating to, arising from, or allegedly arising from (a)
Your use of the Service, and activities occurring under Your Account; (b) any violation of these Terms;
or (c) Your violation of any other party’s rights or applicable law. PGWAG reserves the right to
assume, at its sole expense, the exclusive defense and control of any matter subject to
indemnification by You, in which event You will fully cooperate with PGWAG in asserting any available
defenses.
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19
Notices. PGWAG may give You all required notices (including legal process) by any lawful
method, including by posting notices on the App or by sending it to any email address that You
provide to PGWAG. You agree to send PGWAG notices by mailing them to the following address or by
e-mail as follows:
51 Dutilh Rd, Suite 310
Cranberry Twp, PA 16066
PGWAGeOrdering@pgwautoglass.com
Notice shall be deemed given twenty-four (24) hours after an e-mail is sent, or in the case of mailing,
three (3) days after the date of mailing.
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20
Modifications to these Terms.PGWAG reserves the right to change these Terms at any time
upon notice to You. You agree to periodically review these Terms for changes and You can review the
most current Terms at any time by clicking on the “Terms of Use” link at the bottom of the Websites.
Updated Terms are binding on You as of the effective date indicated in our notice. Your continued use
of the Services after the effective date indicates Your acceptance of the updated Terms, even if You
have not reviewed them. If, at any time, You do not agree to the Terms, You must cancel Your
Account and stop using the Services.
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21
Governing Law.These Terms are governed by the laws of the Commonwealth of Pennsylvania,
without reference to its conflict of laws provisions. The United Nations Convention on Contracts for the
International Sale of Goods will not apply in any way to these Terms or to the transactions
contemplated by these Terms. The parties confirm that they agree that these Terms, as well as all
other related documents, including all notices, have been and will be drawn up in the English language
only.
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22
AGREEMENT TO ARBITRATE; CLASS ACTION WAIVER; AND LOCATION OF DISPUTE
RESOLUTION.
UNLESS YOU OPT-OUT, YOU AGREE THAT ALL DISPUTES BETWEEN YOU
AND PGWAG (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR
RELATIONSHIP WITH PGWAG, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THESE
TERMS OF USE, ARISING OUT OF OR RELATED TO THE SERVICES, AND/OR RIGHTS OF PRIVACY
AND/OR PUBLICITY (EACH A “DISPUTE”, AND COLLECTIVELY THE “DISPUTES”), WILL BE RESOLVED
BY BINDING, INDIVIDUAL ARBITRATION BY A SINGLE NEUTRAL ARBITRATOR UNDER THE AMERICAN
ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF COMMERCIAL DISPUTES AND YOU AND
PGWAG HEREBY EXPRESSLY WAIVE TRIAL BY JURY. As an alternative, You may bring Your claim in
Your local "small claims" court, if permitted by that small claims court's rules. You may bring claims
only on Your own behalf. Neither You nor PGWAG will participate in a class action or class-wide
arbitration for any claims covered by this Agreement. You also agree not to participate in claims
brought in a private attorney general or representative capacity, or consolidated claims involving
another person's account, if PGWAG is a party to the proceeding. This dispute resolution provision will
be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator shall be
issued to both parties in a writing setting forth in reasonable detail the reasoning for the decision and
award and such award may be entered in any court having competent jurisdiction. Any provision of
applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or
awards that conflict with these Terms of Use. Notwithstanding any AAA or JAMS rule to the contrary,
or any other provision in arbitration rules chosen by agreement to govern the arbitration, You and
PGWAG each agree that any challenges to the validity or enforceability of the class action waiver in
this Section will be decided by a federal court or a court of competent jurisdiction, and not by an
arbitrator. If any court or arbitrator holds that the class action waiver in this Section is unenforceable,
then the Dispute must be brought in a state or federal court, and not in arbitration. You and PGWAG
each agree that the location of the arbitration or court where the Dispute will be resolved will be the
largest city in Your state within 100 miles of where You live. You and PGWAG each also agree that for
arbitrated Disputes, the arbitrator’s award will be final and binding and may be entered as a judgment
in any court of competent jurisdiction. An arbitrator may award, on an individual basis, any relief
authorized by law, including injunctive or declaratory relief and reasonable attorneys’ fees. You and
PGWAG each are responsible for Your or its respective costs relating to the arbitration, except that
PGWAG will pay all arbitration administrative or filing fees, including the arbitrator fees (other than
arbitrator fees up to the amount of the then-applicable fee for filing a civil action in federal court in the
judicial district where You live in any Dispute where You assert a claim against PGWAG, unless You
demonstrate to the arbitrator that You would be entitled to file that civil action in federal court without
payment of the then-applicable fee). To begin arbitration, You must send a letter requesting
arbitration and describing Your Dispute to the contact listed for PGWAG in these Terms. You may optout of the agreement to arbitrate in this Section by mailing PGWAG written notice of Your election to
opt-out at 51 Dutilh Road, Suite 310, Cranberry Twp, PA 16066, USA within 45 days of the first time
You create an Account, access the Services, download the App, or downloading API materials
(whichever is earlier), expressly indicating that You are opting out of the agreement to arbitrate in this
Section and including Your name and address, provided that the election will not be effective until it is
received by PGWAG. Your election to opt-out of the agreement to arbitrate in this Section will not
otherwise affect Your rights and obligations under these Terms. You and PGWAG each also agree that
these Terms affect interstate commerce, so the Federal Arbitration Act, not state law, applies including
with respect to any question of whether a Dispute is subject to arbitration (despite the choice of
governing law in these Terms).
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If the prohibition against class actions and other claims brought on behalf of third parties contained
above is found to be unenforceable, then all of the preceding language in this Arbitration section will
be null and void. This arbitration agreement will survive the termination of Your relationship with
PGWAG.
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Notwithstanding anything to the contrary set forth above, this Arbitration section shall not apply to
disputes relating to: (1) Your or PGWAG's intellectual property (such as trademarks, trade dress,
domain names, trade secrets, copyrights and patents); (2) violations of the license terms and
conditions set forth herein; or (3) any dispute in which PGWAG is seeking injunctive or equitable relief
to prevent further breaches of these Terms by You.
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23
General.If any provision of these Terms is determined by a court of competent jurisdiction to be
illegal, invalid, or unenforceable, the remaining provisions of these Terms will remain in full force and
effect. You and PGWAG intend that the provisions of these Terms be enforced to the fullest extent
permitted by applicable law. Accordingly, You and PGWAG agree that if any provision is deemed
unenforceable, where possible, it will be modified to the extent necessary to make it enforceable,
which may include its deletion. Section titles are only for convenience and have no legal or contractual
significance. Any list of examples following “including” or “e.g.,” is illustrative and not exhaustive,
unless qualified by terms like “only” or “solely. PGWAG may assign these Terms, in whole or in part, at
any time, with or without notice to You. You may not assign, transfer, or sublicense Your rights, if any,
in Your Account, to the App, or under these Terms. If, at any time, PGWAG fails to respond to a
breach of these Terms by You or others, that failure will not waive PGWAG’s right to act with respect
to subsequent or similar breaches. A waiver will only be binding on PGWAG if it is in writing and signed
by PGWAG. These Terms (including Additional Terms and any incorporated terms or policies)
constitute the entire agreement between You and PGWAG with respect to Your Account and the
Services. Both You and PGWAG warrant to each other that, in entering these Terms, neither PGWAG
nor You have relied on or will have any right or remedy based upon any statement, representation,
warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will
not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other
than You and PGWAG, or PGWAG’s successors and permitted assigns, will have any right to enforce
any of these Terms.
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THIRD PARTY LEGAL TERMS INCORPORATED BY REFERENCE:
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Notices for Claims of Copyright Violations and Agent for NoticeApple. In addition to terms and conditions set forth elsewhere in these Terms of Use, Apple, Inc. ("Apple")
also requires that these Terms of Use between You and PGWAG include the following:
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Acknowledgement. You and PGWAG each hereby acknowledge that these Terms of Use are
concluded between You and PGWAG only, and not with Apple. PGWAG, not Apple, is solely responsible
for the PGWAG APPs acquired through the Apple App Store and licensed hereunder (“Licensed Works”)
and the content thereof.
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Supplemental License Terms for Licensed Works acquired through Apple App Store: For
Licensed Works acquired through the Apple App Store, Your internal use licensed hereunder is limited to
use of the Licensed Works licensed to You on any Apple-branded product that You own or control and as
may be further permitted by the Apple Usage Rules set forth in the Apple App Store Terms of Service,
except that such Licensed Works may be accessed, acquired, and used by other accounts associated
with the purchaser via Family Sharing or volume purchasing.
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Maintenance and Support. PGWAG is solely responsible for providing maintenance and support
services with respect to the Licensed Works as required under applicable law, if any. You and PGWAG
each hereby acknowledge that Apple has no obligation whatsoever to furnish any maintenance and
support services with respect to the Licensed Works.
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Warranty. PGWAG shall be solely responsible for any product warranties not effectively
disclaimed hereunder. Notwithstanding anything to the contrary herein, and without limiting the
disclaimers and limitations set forth in these Terms of Use, in the event of any failure of the Licensed
Works to conform to any such applicable warranty, You may notify Apple, and Apple will refund the
purchase price for the Licensed Works to You, if any. To the maximum extent permitted by applicable
law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Works, and any
other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any
warranty will be PGWAG's sole responsibility.
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Product Claims: To the extent You, or any third party, has any claims relating to the Licensed
Works or Your possession and/or use of the Licensed Works including, but not limited to: (i) product
liability claims; (ii) any claim that the Licensed Works fail to conform to any applicable legal or regulatory
requirement; and (iii) claims arising under consumer protection or similar legislation, You and PGWAG
each acknowledge that PGWAG, not Apple, is responsible for addressing any such claims, subject to the
terms and conditions set forth in these Terms of Use and subject to applicable law.
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Intellectual Property Rights. In the event of any third party claim that the Licensed Works or Your
possession and use of such Licensed Works infringes that third party’s intellectual property rights, as
between PGWAG and Apple, it is PGWAG, not Apple, who will be solely responsible for the investigation,
defense, settlement and discharge of any such intellectual property infringement claim arising under this
these Terms or applicable law.
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Developer Name and Address. All end-user questions, complaints or claims with respect to the
Licensed Works should be directed to PGWAG via e-mail at PGWAGeOrdering@pgwautoglass.com.
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Third Party Terms of Agreement. You must comply with applicable third party terms of agreement
when using the Licensed Works.
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Third Party Beneficiary. You and PGWAG each acknowledge and agree that Apple, and Apple’s
subsidiaries, are third party beneficiaries of these Terms of Use, and, upon Your acceptance of the terms
