Last time updated April 20, 2022
1.1 “Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and/or (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
1.2 “User” or “you” means the Business Owners, the Buyers and Website visitors.
1.3 “Business Owner” means a self-employed person using the Services.
2. DESCRIPTION OF THE SERVICES.
2.1 The Platform is a financial and business management solution for self-employed Business Owners utilizing the Platform to manage their finances and business and to offer their services to their clients (the “Clients” or “Buyers”).
2.2 The Website is intended to provide you with information about Persona and its products and services, to enable Business Owners to obtain a subscription to the Services, and for the Business Owner to provide Buyers with an online-booking (“Online Booking System”) that we allow Business Owners to create (to Offer its services to the Buyers) as one of the features available on the Services.
2.3 The Services are not available to minors under the age of 18. You acknowledge that you must be 18 years or older to use the Services and to create an account.
3. SUBSCRIPTION TO THE SERVICES.
3.1 Subject to the terms and conditions of this Agreement, we hereby grant you a limited, personal, fully revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to download, install, access and use the Services subject to the License restrictions described below. This License is granted for the sole purpose of authorizing you to use and enjoy the Services’ benefits for your personal use only. Persona may, but is not obligated to, monitor your use of the Services.
3.2 The License is conditional on you agreeing not to, and you shall not permit any third party to: (i) copy, distribute or modify any part of the Services without our prior written authorization, nor sublicense, redistribute, sell, lease, lend or rent the Services; (ii) use, modify, create derivative works or transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose content, except as expressly authorized herein; (iii) disrupt servers or networks connected to the Services; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Services or to crawl or scrape our Services; (v) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Services; (vi) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content available on the Services or that enforce limitations on use of the Services; (vii) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Services; (viii) use any communications systems provided by the Services to send unauthorized and/or unsolicited commercial communications; (ix) use the Persona name, logo or trademarks without our prior written consent; (x) violate any applicable laws, rules or regulations, or use the Services for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement or violates third-party rights; and (xi) misrepresent your experience, skills, or information provided in the Services (including, without limitation, the Platform and the Online Booking System). You hereby represent and warrant that you are not located in, or you are a national or resident of, any country or entity 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 are not listed on any U.S. Government list of prohibited or restricted parties. You represent and warrant that when using the Services you will comply with any and all applicable laws, including, without limitation, privacy laws.
3.3 In order to use some of the Services, you may have to create an account (“Account”). You agree to provide Persona with truthful and correct information about you as required by the registration process or subscription and update this information as needed to ensure that it remains fair and complete. As between you and Persona, you are solely responsible and liable for the activity that occurs in connection with your Account. If your account is associated with an LLC or a Corporation, you as the owner or administrator who registered for the account are personally and solely liable for any debt towards Persona or others incurred via the Persona platform. the point of contact who You must notify Persona immediately of any breach of security or unauthorized use of your Account. An Account is personal and not transferable and you agree not to create an Account for anyone else or use the Account of another without their permission. Persona reserves the right to refuse the registration of a User for any reason it deems reasonable. You can remove your Account or modify your profile at any time by sending a request by email with a 7 day notice to Persona at email@example.com.
3.4 Notwithstanding anything to the contrary, Persona reserves the right to cancel your Account and/or to suspend you temporarily or suspend access to the Services, if Personal believes, or a Buyer complains, that your Offers (as defined below) are false, misleading, incorrect, not professional or violate any law or right of any party or you violate this Agreement. Without limiting other remedies available, Persona may, without prior notice, limit your activity, or block your access to the Platform for an indefinite period of time, or remove your item listings, warn Persona’s Services community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership (without refunding any fees) and refuse to provide our Services to you if: (a) you breach these Agreement or other policy documents or community guidelines published on our Services; (b) you are being unresponsive with respect to any listed items or are mishandling any Offers; (c) Persona is unable to verify or authenticate any of your content or Account details; (d) Your behavior constitutes fraudulent or abusive behavior or behavior not in accordance with our policies or guidelines; and/or (e) Persona believes that your actions may cause financial loss or legal liability for Persona or its Users.
4. SERVICES’ FEATURES
4.1 FINANCIAL SERVICES PROVIDED TO THE BUSINESS OWNER
4.1.1 Your Account may, at Persona’s full and only discretion, be eligible to use automated bank account feeds. In that case, you will be subject to the following terms:
184.108.40.206 You agree to provide true, accurate, current, and complete information about yourself and your accounts maintained at other services, including financial institutions. You will not misrepresent your identity or your account information. You agree to keep your account information up to date.
220.127.116.11 By using the Services, you authorize Persona and its service providers to access third-party financial institutions designated by you, on your behalf, to retrieve information requested by you, and to register for accounts and/or other specific financial request, when made available by Persona, at Persona’s discretion. For all purposes hereof, you grant Persona and its services providers a limited power of attorney, and you hereby appoint Persona and its service providers as your true and lawful attorney-in-fact and agent, with the full power of substitution and resubstitution, for you and in your name, to access third-party internet sites, servers or documents, retrieve information, and use your information exclusively for the purposes of delivering banking services to you. You understand that Persona and its service providers may access your third-party accounts at any time and obtain access to the information in such third-party accounts at any time while you have an account with Persona.
4.1.2 You may not use the Services to prepare finances, expenses, or taxes, to a third party on a professional or commercial basis (i.e., for a fee).
4.1.3 You acknowledge and agree that you understand state and federal recordkeeping requirements, including, without limitation, those of the Internal Revenue Service (“IRS”) and you hereby agree and acknowledge that you need to comply with those requirements and that as between you and Persona, Persona has no responsibility or liability on this regard.
4.1.4 You have the final responsibility for the accuracy of the information submitted to us or maintained through our Services. We do not audit or otherwise verify the information that is in your account or account-related documents submitted to third parties, including to tax authorities. If such documents contain errors, there may be an assessment of additional tax plus interest and penalties. Subject to any guarantee we provide in writing or applicable law, we assume no liability for any additional tax, penalties, or other assessments. You acknowledge that any understated tax, and any penalty, interest, or other related fee or cost imposed by any tax authority are your responsibility and that we have no responsibility in that regard. You acknowledge that we are not liable for any loss due to any financial or personal decision you take related to your use of our services, any loss due to inaccurate information that we receive from you or any third party related to your use of our services, any delay in filing your tax returns, and any loss due to your inability to access or use your ID or password, or any loss due to unauthorized use of your Account.
4.2 OFFERS MADE TO THE PUBLIC
4.2.1 The Services may permit the hosting, sharing, posting, and publishing of offers by the Business Owners in the Online Booking System (“Offer(s)”). Your Offer may be posted to the Services (including, the Online Booking System), or otherwise be made publicly available. You understand that whether or not such Offer are published, we do not guarantee any confidentiality with respect to any Offer. You shall be solely responsible for: (i) the Offer and the consequences of posting or publishing them; and (ii) the legality of the Offer and the underlying services, product or activity. To the extent permitted by law, we reserve the right without further notice to you, to monitor, edit, remove, delete, and/or remove any and all Offer at any time and for any reason.
4.2.2 You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights, proprietary rights and any other rights related to your Offer, as necessary to provide the Services and perform this Agreement.
4.2.3 Subject to this Agreement, by submitting the Offer, you hereby grant us a worldwide, transferable, sub-licensable, royalty-free license to host, use, run, copy, reproduce, store, technically transform, format and re-format, distribute, communicate and make available to the public, and publicly display the Offer and any content, information or any data provided in relation thereto, for the purposes of operating, providing, promoting and improving our Services, and to develop new ones. You also grant Persona the right to use the information, descriptions, photos and the like, provided to Persona and your trademark, logo, content, statements, publications and/or Offers in promotional campaigns in all forms of media, including social media. You expressly agree that Persona is allowed to use your trademark, logo, content, statements, publications and/or Offers in marketing materials and on the Platform and social media posts and to identify you as a Business Owner.
4.2.4 Users (including, Buyers) understand, acknowledge and accept to be exposed to Offers when accessing and using the Services, and that we are not responsible for the accuracy, usefulness, lawfulness, safety, or Intellectual Property Rights of, or relating to, such Offer. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Persona with respect to the Offers and any element related thereto.
4.2.5 You can remove your Offers from our Services at any time by sending us a request by email to firstname.lastname@example.org with 30 days’ prior notice in order to enable us to comply with your request. When you remove or delete Offers from the Services, you understand and agree, however, that Persona may retain, but not display, distribute or perform, server copies of your content, statements, publications and/or Offers that have been removed or deleted. Without limitation, we reserve the right to access, read, retain, preserve, and disclose any Offer or any other information that we obtain in connection with the Services as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce this Agreement, including investigation of potential violations of it, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Persona, its Users or the public.
4.2.6 You agree that you will not send, display, post, submit, publish or transmit an Offer that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including without limitation, privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s good name, safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, sexually explicit, obscene, harassing, hateful, violent, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have complies with applicable laws and regulations; and/or (x) breaches this Agreement.
4.2.7 Your Offers shall comply at all times with all applicable laws and shall not violate, infringe or misappropriate third party rights (including, without limitation, intellectual property, privacy, rights of publicity, reputation and other personality rights).
4.2.8 We expect our Users to respect intellectual property and copyrights. We reserve the rights to terminate in appropriate circumstances Account holders who infringe or are believed to be infringing the intellectual property rights or copyrights of any party. Please see our Copyright Policy for further information.
4.2.9 Nothing shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Persona and any Buyer and/or Business Owner.
4.3 REWARDS. We may offer from time to time (at our sole discretion) benefits to Users as a reward in the context of the Services (“Rewards”). When applying for the Rewards, Users shall act in good faith and avoid making any action or omission that could be considered (at our sole discretion) as abusive, fraudulent or illegal, including, without limitation, violation of this Agreement and any future special terms that we make available to you in the context of the Rewards. In case of any abusive or fraudulent situations as described herein, we reserve the right (at our sole discretion) to (i) deny or withdraw the Rewards; and/or (ii) terminate immediately your Account and/or this Agreement. The Rewards are personal to you. You shall not sell, license, rent, or otherwise transfer Rewards.
5.1 While using the Services, you may choose to provide, upload, import, transmit, post, or make accessible (collectively, “Provide”) to Persona certain of your, your client and/or the Buyers or other information, data, content or software, or any other content or information or combination thereof (“Data“). You grant us and our Third Party Providers (defined below), as applicable, a worldwide, irrevocable, perpetual, royalty-free non-exclusive license to use, process, access, modify, display, reproduce, adapt, edit, publish, distribute, copy, host, store and otherwise exploit Data, including without limitation to transfer such data to our Third Party Providers (and their Third Party Providers), to collect and use information as described in this Agreement. A “Third Party Provider” as used in this Agreement means a third-party licensor, vendor, partner, supplier or other provider of content, intellectual property or Intellectual Property Rights, product or service or other tangible or intangible item.
5.2 In addition, as a User of the Services, you hereby grant Persona the right to use your and/or the entity on whose behalf you are acting, trademarks, trade names and logos, in order to refer to you and/or such entity as a customer of Persona, and/or for the purpose of promoting and marketing Persona’s Services and related services, including without limitation the Data and/or approaching prospective investors and customers, including without limitation in the Website, presentations and other publications.
5.4 Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law, we, and our Third-Party Providers, may collect, generate, process, use and/or publish Anonymous Information (defined below) relating to the Users and your customers (if any) use of the Services, and/or disclose it, in order to provide, improve and publicize our products and services and for other business purposes, all the foregoing without restriction or limitation of any kind. “Anonymous Information” means information which does not enable the identification of an individual, such as aggregated and analytics information. Persona owns all Anonymous Information collected or obtained by Persona.
5.5 You understand that Persona does not itself verify the qualifications of Users, nor does it evaluate or control in any ongoing manner exchanges between Users, if permitted.
5.6 Any opinions or statements expressed by Users are of those of the Users alone, and should not to be attributed to Persona. Persona cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any User which is not Persona.
5.7 You acknowledge that: (i) the Service does not operate as an archive or file storage service and we, and our Third Party Providers, do not necessarily store all of the Data that you may Provide during your use of the Service; and (ii) you are solely responsible for, and Persona disclaims all warranties in connection with, the backup of your Data. You may download certain Data which you Provide to us at any time during the Term and which is stored by us as part of the Service, or as otherwise set forth herein, provided that you comply with this Agreement and any security requirements we may designate.
6. INTELLECTUAL PROPERTY, THIRD PARTIES AND CONFIDENTIALITY
6.1 The Service, including without limitation any content, underlying data, software, platforms, algorithms, technology, application design, any information, logos, trade-names and brands, services, texts, files, animation, images, sound, music, videos, various applications, organization, structure, specifications, Feedback and features and any enhancements, improvements and derivatives thereof and all Intellectual Property Rights (defined above) related thereto (“Persona IPR”) are the property of Persona and/or its licensors who retain at all times all right, title and interest in connection therewith. For the avoidance of doubt, Confidential Information shall be deemed as Persona IPR. No transfer or grant of any rights by Persona is made or is to be implied by any provision of this Agreement or by any other provision contained in the Service with respect to the Persona IPR or otherwise, except for the limited license granted above. All rights not explicitly granted to you in this Agreement are hereby reserved to Persona.
6.2 Except as expressly set forth herein, no right, license, or interest to such intellectual property rights are generated or granted hereunder. Content on the Platform is provided to your information and personal use only and you shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to any material provided by Persona. Persona’s trademarks or name may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Failure to comply with this prohibition constitutes an infringement and may result in civil and criminal penalties.
6.3 We appreciate hearing from our Users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services (“Feedback”), we shall: (i) own all right, title and interest in and to the Feedback without any restriction (and you hereby shall transfer and assign all remaining right, title and interest in and to the Feedback to Persona without limitation or restriction of any kind) and to the maximum extent permitted by law you waive the right to assert any moral rights thereto; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person.
6.4 The Platform may contain links to third party websites that are not owned or controlled by Persona. Persona has no control over, and assumes no responsibility for, the content, terms of service, privacy policies, or practices of any third-party websites. In addition, Persona will not and cannot censor or edit the content of any third-party site. By using the Platform, you expressly relieve Persona from any and all liability arising from your use of any third-party website.
6.5 In the event that you believe that any content included in the Services, the Online Booking System and/or Website published by the Business Owner violates your Intellectual Property Rights, right to privacy or is defamatory or otherwise illegal, inappropriate or offensive, please file a detailed notice of complaint to the following email address: email@example.com, identifying such content and detailing the facts basis of your complaint and we will make reasonable efforts to review such notice and handle it in accordance with applicable laws. Please note that we will not be able to remove any content that was published outside the Services, the Online Booking System and/or Website (e.g. shared on social media).
6.6 Portions of the Service may include open source and/or third party software that is subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party software. Notwithstanding anything to the contrary, Persona makes no warranty, whether explicit or implied, or provides indemnity of any kind with respect to any third party software.
6.7 You agree to keep confidential and to use only for purposes permitted under this Agreement, any Persona proprietary or confidential information disclosed to you pursuant to this Agreement or in connection with your use of the Service which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature (“Confidential Information”). The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by you prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that you shall give written notice to Persona of such disclosure and an opportunity, at Persona’s expense, to resist or restrain the scope of such request). You shall not disclose or make available the Confidential Information to any third party, except to your employees that have a need to know such information and that are bound by obligations at least as protective as provided herein. You shall take measures at a level at least as protective as those taken to protect your own confidential information of like nature (but in no event less than a reasonable level) to protect the Confidential Information. You will promptly notify Persona in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Upon any termination of your subscription to the Service, you shall promptly remove the Service from all your networks; any sums paid by you until the date of termination are non-refundable, and you shall not be relieved of your duty to discharge in full all due sums owed by you to Persona under this Agreement, which sums shall become immediately due and payable on the date of termination of this Agreement; and you shall return to us all Persona Confidential Information, and all copies thereof, in your possession, custody or control unless otherwise expressly provided in this Agreement.
7. WARRANTY AND LIMITATION OF LIABILITY
7.1 This Section applies whether or not the Services provided under the Platform are for payment or not. PERSONA, PERSONA’S OFFICERS, DIRECTORS, EMPLOYEES AND PERSONA’S SUPPLIERS PROVIDE THE SERVICES “AS IS”, “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PERSONA DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PERSONA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. THERE MAY BE DELAYS, OMISSIONS AND INTERRUPTIONS IN THE AVAILABILITY OF THE SERVICES. YOU AGREE THAT PERSONA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. PERSONA DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT OR SERVICES THAT IS FEATURED OR ADVERTISED ON THE SERVICES BY A THIRD PARTY.
7.2 PERSONA DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY USER CONTENT AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
7.3 YOU SPECIFICALLY ACKNOWLEDGE THAT PERSONA SHALL NOT BE RESPONSIBLE FOR ANY USER CONTENT OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
7.4 YOUR RELIANCE ON, OR USE OF, ANY USER CONTENT, OR INTERACTION WITH ANY OTHER USERS, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY USER IN CONNECTION WITH THE SERVICES OR ANY USER AND/OR BUSINESS OWNERS CONTENT, YOU AGREE THAT PERSONA IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. PERSONA RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
7.5 PERSONA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SERVICES.
7.6 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PERSONA, AND PERSONA’S OFFICERS, DIRECTORS, EMPLOYEES OR PERSONA’S SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). PERSONA’S MAXIMUM AGGREGATE LIABILITY, AND THE LIABILITY OF PERSONA’S OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO PERSONA IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY (IF ANY), OR (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Persona, its affiliates, related bodies corporate, shareholders, officers, employees, agents and representatives harmless from and against any and all claims, loss, damage, tax, liability and/or expense, including, but not limited to, legal costs made by any third party due to or arising out of: (i) your breach of this Agreement; (ii) your content and Offers; (iii) your interaction with any User; (iv) your use of the Services; (v) your breach of any other policy documents and community guidelines as may be posted on the Service from time to time; and/or (vi) your violation of any law or the right of a third party (including, without limitation, privacy laws).
9. Distributor Requirements and Usage Rules
If you download the App from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:
- You acknowledge and agree that:
- this Agreement is concluded between Persona and you only, and not with Apple, and Persona and its licensors, and not Apple, is solely responsible for the App and the content thereof.
- your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
- the License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
- Persona is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
- Persona is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Persona’ sole responsibility;
- Persona, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, including in connection with the App’s use of HealthKit and HomeKit frameworks;
- in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation defense, settlement and discharge of any such intellectual property infringement claim;
- Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
- You represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
- If you have any questions, complaints, or claims regarding the App, please contact Persona at:
Address: 210 North 12th Street 7C Brooklyn, NY 11211
(iv) By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).
10. TERM AND TERMINATION. This Agreement is effective until terminated by Persona or you. Persona reserves the right, at any time, with or without notice, to: (i) discontinue or modify any aspect of the Services; and/or (ii) terminate this Agreement and your use of the Services with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Services in any way, to the maximum extent permitted by law, your only remedy and recourse is to immediately discontinue use of the Services. Upon termination of this Agreement, you shall cease all use of the Services. This Section 10 and Sections 5 (Data), 6 (Intellectual Property, Third Parties and Confidentiality), 7 (Warranty and Limitation of Liability), 8 (Indemnification), and 11 (Disputes and Governing Law) and 12 (Miscellaneous) shall survive termination of this Agreement.
11. DISPUTES AND GOVERNING LAW. In the event a dispute arises between you and Persona, please email Persona at firstname.lastname@example.org. Any dispute between you and Persona arising from this Agreement shall be submitted to the competent courts of New York County, New York, U.S.A., and you agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Persona may seek injunctive relief in any court of competent jurisdiction. This Agreement shall be construed and interpreted in accordance with the laws of the State of New York, excluding its conflict of law rules. The United Nations convention on contracts for the international sale of goods shall not apply to this agreement. To the maximum extent permitted by law, you agree that any cause of action arising out or related to the Services or this Agreement must begin within 12 months after the cause of action arose. Otherwise, the action is barred.
12. MISCELLANEOUS. Persona reserves the right, at its sole discretion, to modify the terms of this Agreement at any time. Such modification will be effective five (5) days following posting of the new revised Agreement on the Services. Your continued use of the Service after modification of the Agreement shall be deemed acceptance to the amended terms. This Agreement constitute the entire agreement between the parties concerning the subject matter hereof. If any part of this Agreement shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of this Agreement. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Persona without restriction or notification to you. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Persona, without Persona’s written authorization.