PassiveLogic General Terms of Use
Published October 20, 2023 and effective as of November 1, 2023
These General Terms of Use replace and supersede all previous versions.
The Easy Read
We’re PassiveLogic and we're glad you are interested in trying our platform. You’re reading this because you’re planning on using our software. We're excited but we've got to lay down a few ground rules.
We’re giving you a plain English summary of the rules here, but our lawyers insisted on the full legalese in the later sections for more specifics.
Accepting The Terms
By using our software, you’re saying "yes" to all of these terms. If you don't agree with any part, then you can't use our software. We might make changes to these terms from time to time, and we’ll let you know when that happens. There might also be special terms for some of our software; we’ll point you to these additional terms below, if any exist for the software you are using.
Using Passivelogic Software
We're giving you the right to use our software, but that doesn't mean you own it. You can use it for personal and professional use, but don't resell it or pretend you made it.
Your Account
It's your job to keep your password safe. If you lose control of your account, let us know pronto. If you give your password to someone else, and they do something bad, we'll assume it was you; behave accordingly.
Privacy
We value your privacy as much as ours. The info you provide will be handled according to our Privacy Notice. Check it out for the specifics.
What We Expect From You
Be respectful and play nice. No breaking laws or doing anything sketchy using our software. If you try to hack us or other users, spread viruses, or do other harmful things, we won't allow you to continue using our software.
Intellectual Property
All the stuff you see in our software is ours (or we have permission to use it) – that includes code, graphics, logos, etc. So, no copying, please.
If Things Go Wrong
We've built our Software to be as reliable as possible, but we can't promise it will always be perfect. We're not responsible if something goes wrong as a result of using our software.
Ending the Agreement
You can stop using our software whenever you want, and we can stop providing the software at any time.
Changes to These Terms
Sometimes we might need to update these terms. We'll tell you when we do, but it's a good idea to check in here once in a while.
Contact Us
If you've got any questions, drop us a line at support@passivelogic.com. We're always here to help.
General
YOUR ACCESS TO THE SERVICES AND SOFTWARE ARE CONDITIONED ON YOUR ACCEPTANCE OF THESE TERMS (AS DEFINED BELOW). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES OR SOFTWARE
These General Terms of Use (“General Terms”), along with any applicable Additional Terms, (collectively, the “Terms”), govern your use of and access to PassiveLogic Services, including, but not limited to:
• Our websites (e.g., PassiveLogic.com, QuantumAlliance.org),
• Our software applications accessible through the websites, and
• Other hosted software applications provided by PassiveLogic and PassiveLogic Software, including, but not limited to,
• Applications or other software downloaded or installed on your personal or mobile computing devices, and
• Applications or other software downloaded or installed on PassiveLogic hardware devices
The Software and Services in all cases are licensed, not sold, and PassiveLogic and its Affiliates retain all right, title, and interest therein.
YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER THESE TERMS, OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THESE TERMS.
Contracting Entities
Your relationship under the Terms is with PassiveLogic, Inc., a Delaware Corporation. The terms “PassiveLogic,” “Company,” “us,” “we,” and “our,” are used herein to refer to PassiveLogic, Inc.
If you have received access to any PassiveLogic services or software through a business or any other commercial entity, government entity, non-profit organization, or educational institution (hereinafter, “Business”) or otherwise use the PassiveLogic services or software on behalf of such a business, PassiveLogic’s relationship is with the Business and references to “you” and “your” will be interpreted to refer to both the Business and the individuals operating through or on behalf of the business.
Otherwise, PassiveLogic’s relationship is with the individual using the services and software and references to “you” and “your” will be interpreted to refer to that individual.
Additional Terms & Revisions
Your usage of and access to the Services and Software may be governed by Additional Terms specific to those Services and Software and provided therewith. Where there is a conflict between the Additional Terms and these General Terms, the Additional Terms as then-current will control.
We reserve the right to revise these General Terms and Additional Terms from time to time. We will publish these revisions on our website and may choose to send additional notice to you through other channels. We encourage you to periodically check our website for changes to the Terms.
Revisions to the terms will not apply to any cause of action arising before the effective date of such terms. The effective date will be the date of publication on the website unless otherwise noted by the Terms themselves.
User Accounts
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account for any of our Services or Software.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions undertaken using your Account, whether your password is with our Services and Software.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
We reserve the right to require you to change your username for any reason including, but not limited to, the use of terms considered offensive, vulgar, or obscene.
Privacy
For information on how we collect, use, share, or otherwise process information about you and your use of our Services and Software, please see our Privacy Notice.
Content
Your Right to Provide Content
Our Services and Software may allow you to enter, upload or otherwise provide text, images, plans, schematics, diagrams, other data, or other information (“Content”). Such Content may be made available to other users belonging to your Organization (as configured in the Services and Software), but otherwise will not be shared with users that are not or have not been associated with you or your Organization.
You are responsible for the Content that you provide to the Services and Software, including its legality, reliability, and appropriateness.
By providing Content using the Services and Software, you perpetually and irrevocably grant us any and all licenses, royalty-free, to use, modify, reproduce, and distribute such Content on and through the Services and Software for the purposes of:
• providing services to you and your clients and customers;
• creating digital twin data; and
• further developing the Services, Software, and any other PassiveLogic products.
We will not sell your Content or any other data your provide to any third parties for any purpose whatsoever.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Services and Software does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
Content Restrictions
The Company is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by you or any third person using your account.
You may not transmit any Content that is unlawful, offensive, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
• Unlawful or promoting unlawful activity.
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
• Impersonating any person or entity including the Company and its employees or representatives.
• Violating the privacy of any third person.
• False information and features.
The Company reserves the right, but not the obligation, in its sole discretion, to determine whether or not any Content is appropriate and complies with these Terms, to refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if you provide such objectionable Content. As the Company cannot control all content provided by users and/or third parties on the Services or Software, you agree to use the Services and Software at your own risk. You understand that by using the Services and Software, you may be exposed to content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Content Backups
The Company does not guarantee there will be no loss or corruption of data representing the Content. The Company may provide support and attempt to troubleshoot any known or discovered issues that may affect the availability or integrity of Content. You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
Intellectual Property
Infringement Claims
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content uploaded or created using the Service infringes a copyright or other intellectual property (IP) of any person.
If You are an IP owner, or authorized on behalf of one, and You believe that infringement of your IP is taking place through the Service, You may submit Your notice in writing to the attention of our Legal department via email at legal@passivelogic.com, including a detailed description of the alleged infringement.
You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content or portion of the service is infringing Your IP rights.
DMCA Notice and DMCA Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Legal department with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
• A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
• Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
• Your address, telephone number, and email address.
• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
You can contact our Legal department via email at legal@passivelogic.com. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
Our Intellectual Property
The Services and Software and their original content (excluding Content provided by you or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Services and Software embody Intellectual Property protected by copyright, trademark, patent, and other laws of both the United States and foreign countries. Unless otherwise stated in any Additional Terms, applicable End User License Agreement, or other agreement between you and Company, Company does not grant you any license to such Intellectual Property beyond that which would be strictly necessary to exercise your rights to access the Services or Software granted hereunder.
Our Services and Software may generate internal data representations, including digital twin data, according to certain proprietary and/or standard formats (including the Quantum Standard defined by the Quantum Alliance) based on the Content you provide (“Internal Data”). You acknowledge that we own all Intellectual Property rights in such Internal Data. To the extent that you are deemed to have created any such Internal Data generated by our Services and Software, you agree to assign all IP rights in such Internal Data to us. We grant to you a license to use the Internal Data with the Services and Software and for no other purposes.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Your Feedback to Us
You may choose to provide Feedback to us regarding the Services, Software, or other PassiveLogic products. If you choose to provide Feedback, you agree that PassiveLogic may utilize your Feedback in any manner whatsoever without compensation or credit to you.
Links to Other Websites
Our Services and Software may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Termination
We may terminate or suspend your account and/or continued access to the Services or Software immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
Upon termination, your right to use the Services and Software will cease immediately. If you wish to terminate your account, you may simply discontinue using the Services or Software.
Limitation of Liability
Notwithstanding any damages that you might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you through the Services and Software or 100 USD if you haven't purchased anything through the Services and Software.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Services and Software, third-party software and/or third-party hardware used with the Services and Software, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
"AS IS" and "AS AVAILABLE" Disclaimer
The Services and Software are provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates (herein understood to include all entities that directly or indirectly: a) control, b) are controlled by, or c) are under common control with Company) and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services and Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services and Software will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's providers makes any representation or warranty of any kind, express or implied:
i) as to the operation or availability of the Services and Software, or the information, content, and materials or products included thereon; (ii) that the Services and Software will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services and Software; or (iv) that the Services and Software, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Governing Law
The laws of the state of Utah, in the United States of America, excluding its conflicts of law rules, shall govern these Terms and your use of the Services and Software. Your use of the Application may also be subject to other local, state, national, or international laws.
Disputes Resolution
If you have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If you are a European Union consumer, you will benefit from any mandatory provisions of the law of the country of which you are a resident.
United States Legal Compliance
You represent and warrant that (i) you are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
Contact Us
If you have any questions about these Terms, you can contact us by sending us an email to info@passivelogic.com.
