Terms of Service

These Terms of Service (together with any documents referred to in them) (collectively, these "Terms") are between you and Patchblox, LLC ("Patchblox," "we," "us," or "ours"). These Terms govern your license and use of the Software you download or access from Patchblox.

By using the Software, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity. If you do not have such authority or you do not agree to these Terms, neither you nor the entity may use the Software.

1. Grant of License

Conditioned upon compliance with these Terms, Patchblox grants to you a nonexclusive, nontransferable, limited license, without right to sublicense, to use and access, for your internal business purposes only, the Software that Patchblox makes available for download or access (the "Software"), including all bug fixes, error corrections, improvements, modifications, revisions and updates to the Software that Patchblox makes available to you ("Updates"), along with related written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by Patchblox with the Software ("Documentation") and any associated services provided by Patchblox ("Services").

You are permitted to make copies of the Software under the following conditions: (a) you limit your use of the Software to use on a computer, tablet, smartphone, or any other electronic device ("Device") that you own or lease; and (b) unless otherwise provided in the Documentation, make and use additional copies solely for backup purposes, where backup is limited to archiving for restoration purposes.

You may grant access to the Software to your employees or contractors that you authorize to use the Software and register by name as registered users ("Users"). To use the Software, you must provide a Device and software necessary to use the Software, including, but not limited to, an operating system compatible with the Software.

For purposes of this Agreement, "Affiliate" means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, you. You may permit use of the Software by your Affiliates, provided that such use is in compliance with these Terms and any applicable sales order.

2. Your Representations

You represent and warrant that: (a) you are the owner of any content, data, or other information stored, shared, collected, or otherwise submitted by you on the Software; and (b) you shall use the Software only for lawful purposes, and will comply at all times with all applicable federal, state, and local laws and regulations.

3. Restrictions

You specifically agree not to:

• Transfer, assign or sublicense your license to another person or entity and you acknowledge that any attempted transfer, assignment, sublicense or use shall be void
• Make error corrections to, or otherwise modify or adapt the Software, or to create derivative works based upon the Software, or permit third parties to do the same
• Reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction
• Use or permit the Software to be used for commercial use (beyond its general use by you in the operation of your business) or to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Patchblox
• Disclose, provide, or otherwise make available trade secrets contained within the Software in any form, to any third party without the prior written consent of Patchblox
• Use any automated or manual process to interfere with, modify, or attempt to interfere with or modify the Software
• Use the Software to develop any software application or similar products and services

4. Ownership and Rights of Use

Patchblox and/or its licensors, if applicable, own all intellectual property rights in and to the Software, including, without limitation, all copyrights in the Software (including the look and feel), trademarks, trade dress, and trade secrets. You acknowledge that the Software contains trade secrets of Patchblox, its suppliers, or licensors, including but not limited to, the specific internal design and structure of individual programs and associated interface information.

Your rights to use the Software are limited to those expressly granted by these Terms. You are granted no implied licenses to any other intellectual property rights other than as specifically granted herein. Patchblox shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate in the Software any suggestion, enhancement requests, recommendations or other feedback provided by you, including Users, relating to the operation, features or functionality of the Software.

5. Accounts and Authorized Users

The Software may require activation via a license key. Each User will log into the Software with an email address and password and each User is responsible for the security of their password. You are responsible for ensuring all Users are authorized to access the Software, and are informed of, and abide by, these Terms.

If Patchblox becomes aware of unauthorized access or use of the Software by any third party using an unauthorized username, password, or other login credentials, Patchblox may suspend or terminate access to the Software.

UNLESS CAUSED BY PATCHBLOX'S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, PATCHBLOX EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY LOST, STOLEN, OR DELETED CONTENT, DATA, OR OTHER INFORMATION STORED, SHARED, COLLECTED, OR OTHERWISE SUBMITTED BY USERS.

6. Term and Termination

The term commences upon acceptance of these Terms and remains in effect for the term specified in a sales order or until the Software is uninstalled (the "Subscription Term"). Each Subscription Term shall automatically renew for additional 12-month terms, unless either party gives the other 45 days' notice of non-renewal before the end of the relevant subscription term.

If either party breaches these Terms and fails to cure such breach within 30 days after written notice thereof, the other party shall have the right to terminate these Terms (including all Sales Orders) with written notice.

Upon termination:

• All Software licenses shall immediately terminate, and you shall, and shall ensure all Users shall, immediately cease use of all Software
• You shall delete or destroy all copies of the Software
• You shall pay any fees past due

"Customer Data" means all electronic data or information submitted or collected by the Software during the Subscription Term that is stored or hosted in Patchblox's systems. Patchblox shall have no obligation to maintain and provide any Customer Data to you and shall delete Customer Data within 90 days after the Subscription Term termination date in Patchblox's systems, unless legally prohibited.

7. Fees

7.1 Subscription Fee

You shall pay all fees specified in Sales Order, as applicable. All fees are quoted and payable in United States dollars unless specified differently in the Sales Order. All payment obligations are non-cancellable, and fees paid are not refundable.

7.2 Invoicing and Payment

You are responsible for providing complete and accurate billing information. Invoices are made in advance, either annually or in accordance to alternative billing frequency specified in the Sales Order. Invoices are due net 30 days unless stated otherwise in the Sales Order. Any terms and conditions on any purchase order shall not be deemed a part of these Terms or binding on Patchblox.

7.3 Overdue Charges and Software Suspension

If you owe any amount that is more than 30 days overdue, then at Patchblox's discretion, a late fee equal to the minimum of 1.5% of the outstanding balance per month, or maximum rate permitted by law, may be applied until the date paid. Patchblox, without limiting its other rights and remedies, may suspend access to Software upon written notice until amounts are paid in full if any amount due is more than 60 days overdue.

7.4 Taxes

Unless otherwise stated, Patchblox fees and expenses do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases.

8. Confidentiality

8.1 Definition of Confidential Information

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall only use the Confidential Information for the purposes set forth in these Terms, (b) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to protect the Confidential Information of the Disclosing Party.

9. Warranty

THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY PATCHBLOX.

Patchblox DOES NOT WARRANT THAT THE SOFTWARE OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND SERVICES IS WITH YOU.

10. Limitation of Liability

IN NO EVENT WILL PATCHBLOX BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE, THE SERVICES OR THE USE THEREOF, EVEN IF PATCHBLOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

THE AGGREGATE LIABILITY OF PATCHBLOX UPON ANY AND ALL CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE OR THE SERVICES WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE LICENSE FEE ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM, LEGAL ACTION OR DAMAGE UNDER ANY SALES ORDER TO WHICH THE CLAIM RELATES.

No claim, regardless of form, which in any way arises out of these Terms, may be made or brought by you more than two years after the basis for the claim becomes known to you.

11. Indemnification

Patchblox shall indemnify, defend and hold you harmless from and against any and all third party claims against you alleging that the use of the Software as permitted herein by you constitutes an infringement of any US patent, copyright, trademark or other intellectual property right subject to: (a) you giving Patchblox sole control of the defense of such claim, (b) you providing Patchblox all reasonable assistance and cooperation in the defense of such claim, at Patchblox's expense for such assistance, and (c) you not settling any claim without Patchblox's prior written consent.

12. General Provisions

12.1 Enforcement/Choice of Law/Choice of Forum

The laws of the State of Texas, excluding its conflicts of law rules, govern these Terms and your use of the Software. Any action between the parties will be venued in a state or federal court situated within Travis County, Texas, and you irrevocably submit yourself to the personal jurisdiction of such courts for such purpose.

12.2 No Waiver

The failure by Patchblox at any time to enforce any of the provisions of these Terms or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of these Terms.

12.3 Surviving Provisions

Sections 4 (Ownership), Sections 6-12, and any terms stated to survive in Sales Order shall survive any termination of these Terms.

12.4 No Joint Venture

These Terms shall not be construed as creating or constituting any partnership, joint venture or agency relationship between the parties.

12.5 Assignment and Resale

Patchblox may assign its rights and obligations under these Terms but your rights under these Terms are not assignable or transferable. You agree not to sell or resell the Software or any portion thereof. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12.6 Customer Identification

You agree that Patchblox may identify you as a customer and use your logo solely for the purpose of customer identification in sales presentations and/or marketing materials.

12.7 Force Majeure

Neither party shall be liable for delay and damage caused by an impediment beyond the party's control and which the party could not have reasonably taken into account at the time of conclusion of the Agreement and whose consequences the party could not reasonably have avoided or overcome. Such force majeure events shall include, inter alia, war or insurrection, earthquake, flood or other similar natural catastrophe, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action.

12.8 Entire Agreement

These Terms, together with any sales order, sets forth the entire agreement and understanding between Patchblox and you regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter.

13. Changes to Terms

Patchblox reserves the right to change these Terms from time to time. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on our Site, and/or by updating any information on this page. Your continued use of the Software after such modifications will constitute your acknowledgment of the modified Terms and agreement to abide and be bound by the modified Terms.