Refinery Pass Inc. End-User License Agreement (EULA)
USER AGREEMENT AND DISCLAIMER
Please read the following carefully.
All terms and conditions must be agreed to prior to use of this website and software.
Refinery Pass Inc. reserves the right to modify the terms and conditions contained herein. Your use of the Refinery Pass website and software (“Refinery Pass Inc.”) constitutes YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE, as modified. IF YOU DO NOT UNDERSTAND AND/OR WISH TO ACCEPT THE TERMS AND CONDITIONS OF USE CONTAINED HEREIN, DO NOT USE THE REFINERY PASS INC. website.
I. Accepting the Terms
User must first agree to the Terms. Users may not use the Refinery Pass Inc. website if they do not accept the Terms.
1. A User can accept the Terms by:
a. Clicking to accept or agree to the Terms, where this option is made available by Refinery Pass Inc. in the user interface for any Refinery Pass Inc. Service; or
b. By actually using Refinery Pass Inc. In this case, User understands and agrees that Refinery Pass Inc. will treat the use of Refinery Pass Inc. as acceptance of the Terms from that point onwards.
2. A User may not use Refinery Pass Inc. and may not accept the Terms if (a) User is not of legal age or in any other way lack capacity to form a binding contract with Refinery Pass Inc. (b) User is a person barred from receiving Refinery Pass Inc. under the laws of the United States or other countries including the country in which User resides or from which User accesses Refinery Pass Inc.
3. Before continuing, User should print off or save a local copy of the User Agreement’s Terms and Conditions for personal records.
II. Provision of Refinery Pass Inc.
Refinery Pass Inc. is constantly innovating in order to provide the best possible experience for its users. User acknowledges and agrees that the form and nature of Refinery Pass Inc. may change from time to time without prior notice to User.
1. As part of this continuing innovation, User acknowledges and agrees that Refinery Pass Inc. may stop (permanently or temporarily) providing Refinery Pass Inc. (or any features within Refinery Pass Inc.) to User or to users generally at Refinery Pass Inc.’s sole discretion, without prior notice. User may stop using Refinery Pass Inc. at any time. A User does not need to specifically inform Refinery Pass Inc. when s/he stops using Refinery Pass Inc.
2. User acknowledges and agrees that if Refinery Pass Inc. disables access to the account, User may be prevented from accessing www.RefineryPass.com, User account details or any files or other content which is contained in the User’s account.
3. User acknowledges and agrees that while Refinery Pass Inc. may not currently have set a fixed upper limit on the number of transmissions a User may send or receive through Refinery Pass Inc. or on the amount of server activity used for the provision of any Refinery Pass Inc. Service, such fixed upper limits may be set by Refinery Pass Inc. at any time, at Refinery Pass Inc.’s discretion.
4. User acknowledges that Refinery Pass Inc. analyzes the behavior of all Refinery Pass Inc. users. Refinery Pass Inc. may from time to time use 3rd party research and technology to help analyze the customer behavior data.
III. Security Disclaimers
Nothing herein constitutes an offer or a solicitation for the purchase or sale of any security to any person in any jurisdiction in which such an offer or solicitation is not authorized.
IV. Limitations of Liabilities & Warranty Disclaimers
1. Refinery Pass Inc. shall not be liable for any errors or delays in the information, data, content, quotes, transactions, advertisements, and/or other material contained in, gathered by, used in, relied upon, and/or presented by Refinery Pass Inc. (hereinafter collectively “Information and/or Services”).
2. THE INFORMATION AND/OR SERVICES PROVIDED BY REFINERY PASS IN RELATION TO THE INFORMATION AND/OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. REFINERY PASS EXPRESSLY DISCLAIMS ANY AND ALL GUARANTEES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE INFORMATION OR SERVICE, IN NO EVENT WILL REFINERY PASS BE LIABLE TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR
LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, THE CUMULATIVE LIABILITY OF TI TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE FEES RECEIVED BY LICENSOR FROM SUCH PARTY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
V. Use of Refinery Pass Inc.
In order to access certain Refinery Pass Inc., Users may be required to provide information about themselves (such as identification or contact details) as part of the registration process for Refinery Pass Inc. Service, or as part of the continued use of Refinery Pass Inc. A User agrees that any registration information given to Refinery Pass Inc. will always be accurate, correct and up to date.
1. Each User agrees to use Refinery Pass Inc. only for purposes that are permitted by
(a) the Terms
(b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
2. User agrees not to access (or attempt to access) any of Refinery Pass Inc. by any means other than through the interface that is provided by Refinery Pass Inc., unless specifically allowed to do so in a separate agreement with Refinery Pass Inc. User specifically agrees not to access (or attempt to access) any of Refinery Pass Inc. through any automated means.
3. User agrees to not engage in any activity that interferes with or disrupts Refinery Pass Inc. (or the servers and networks which are connected to Refinery Pass Inc.).
4. Unless User is specifically permitted to do so in a separate agreement with Refinery Pass Inc., User agrees not to reproduce, duplicate, copy, sell, trade or resell Refinery Pass Inc. for any purpose.
5. User agrees to be solely responsible (and that Refinery Pass Inc. has no responsibility to User or to any third party) for any breach of obligations under the Terms and for the consequences (including any loss or damage which Refinery Pass Inc. may suffer) of any such breach.
VI. Passwords, Account Security and Privacy
1. User agrees and understands to be responsible for maintaining the confidentiality of passwords associated with any account used to access Refinery Pass Inc.
2. User agrees to be solely responsible to Refinery Pass Inc. for all activities that occur under User’s account.
3. If User becomes aware of any unauthorized use of their password or of their account, User agrees to:
- notify Refinery Pass Inc. immediately at firstname.lastname@example.org
- change their password at www.refinerypass.com
5. User agrees to the use of User data in accordance with Refinery Pass Inc. Privacy Statement.
VII. Proprietary Rights
Refinery Pass Inc., including all contents, are protected as a collective work and/or a compilation, as the case may be, to the maximum extent permitted by copyright and/or any other applicable law and/or international treaty (“Intellectual Property Protection Laws”). User acknowledges and agrees that Refinery Pass Inc. own all legal right, title and interest in and to Refinery Pass Inc., including any intellectual property rights which subsist in Refinery Pass Inc. (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
1. Unless agreed otherwise in writing with Refinery Pass Inc., nothing in the Terms gives a User a right to use any Refinery Pass Inc. trade names, trademarks, service marks, logos, domain names, or any other distinctive brand features.
2. User agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within Refinery Pass Inc.
3. Unless expressly authorized to do so in writing by Refinery Pass Inc., User agrees that in using Refinery Pass Inc., User will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
4. User agrees not to use the Information and/or Refinery Pass Inc. in any manner that could compete with Refinery Pass Inc.
VIII. License from Refinery Pass Inc.
1. Refinery Pass Inc. gives the User a limited, non-assignable and non-exclusive license to use the software provided by Refinery Pass Inc. as part of Refinery Pass Inc. This license is for the sole purpose of enabling the User to use and enjoy the benefit of Refinery Pass Inc. as provided by Refinery Pass Inc., in the manner permitted by the Terms.
2. User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless given prior written permission to do so by Refinery Pass Inc.
3. Unless Refinery Pass Inc. has given User specific prior written permission to do so, User may not assign (or grant a sub-license of) rights to use the Software, grant a security interest in or over rights to use the Software, or otherwise transfer or encumber any part of rights to use the Software.
4. Refinery Pass Inc. owns and retains all proprietary rights in Refinery Pass Inc. Data as part of Refinery Pass Inc. may contain copyrighted material and other proprietary information of Refinery Pass Inc. and its Licensors. The provision of Refinery Pass Inc. does not transfer to User or any third party any rights, title or interest in or to such intellectual property, including, without limitation, any intellectual property rights in any Refinery Pass Inc. or third-party content.
IX. Data Subscriptions and Payment
1. Payment by Credit or Debit card. If User pays by Credit or Debit card, User authorizes Refinery Pass Inc. to charge User’s credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
2. Payment Information. User will keep contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance for the entire Subscription Term, unless otherwise agreed in writing.
X. Limitations and Prohibited Use of Refinery Pass Inc.
As an expressed condition of using Refinery Pass Inc., User agrees to not use the website and/or software and/or the Information and/or Refinery Pass Inc. for any purpose that is unlawful or that is prohibited by these conditions and terms.
XI. Jurisdiction and Law that Applies to Agreement
This Agreement shall be governed and construed in accordance with the law of the State of California and the United States User agrees to submit itself to the jurisdiction of the state and federal courts located in Los Angeles County, California, United States with respect to any legal proceedings that may arise in connection with Refinery Pass Inc., the Information and/or Refinery Pass Inc., and/or any dispute regarding this Agreement.
Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorney’s fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law.
IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.