​Assistly Social (Formerly PCATU CRM)
Customer Terms of Service

Last updated 14 June 2024

1. General

1.1. Legal Agreement. This Customer Terms of Service Agreement (the “Agreement”), as amended from time to time, is a legal agreement between you (“you” or the “Customer”) and Assistly Social (Formerly PCATU CRM) and its subsidiaries, affiliates, successors and assigns (“Assistly Social (Formerly PCATU CRM)”, “we”, “us” or “our”) setting forth, among other things, the terms and conditions applicable to your use of online services made available to you by us or any of our affiliate from time to time (collectively, the “Services”), any account you may create with us (the “Account”) and any related client software including any updates, computer files and accompanying written documentation (the “Software”). Collectively, the Services, Account and Software may be referred to as the “Products”. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us for other services.

1.2. Acknowledgement. You represent to us that you have the legal right, ability and capacity to enter into contracts. If you are entering into this Agreement on behalf of an entity (such as, but not limited to, a company or partnership), you represent to us that you have legal authority to bind that entity. If you are entering into this Agreement and are an individual, you represent to us that you are 18 years of age or older. If you are entering into this Agreement on behalf of a minor, you represent that you have the necessary authority to do so.

2. Use of Products

2.1. Acceptance. BY CREATING YOUR ACCOUNT AND BY USING OR ACCESSING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, WITHOUT ANY RESERVATIONS, MODIFICATIONS, ADDITIONS OR DELETIONS. If you do not agree with any of the provisions contained in this Agreement, you are not authorized to use the Products. You may be denied access to the Products, with or without notice to you, if you do not comply with any of the provisions of this Agreement.

2.2. Account. To access and use the Services and the Software, you must create an Account with a valid e-mail address. You may only create one account, unless otherwise explicitly agreed to in writing between you and Assistly Social (Formerly PCATU CRM). You are responsible for all activities that occur under your Account, regardless of whether the activities are undertaken by you or anyone else, and except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your Account. You will contact us immediately if you believe an unauthorized third party may be using your Account or if your Account information is lost or stolen. You may terminate your Account and this Agreement in accordance with the Section titled “Term and Termination”.

2.3. Account Information. In creating your Account, you agree to provide truthful information, and to update your Account information as necessary to keep it accurate. We will use your Account Information in accordance with our Privacy Policy (as defined below).

2.4. Support. Support services will only be available to you if you have an active Account with Assistly Social (Formerly PCATU CRM). Requests for support services must go through the ticketing system that is available in the back office via the "?" icon in the page header, or through the main menu of the Chrome extension. Only if those are not available may a support issue be sent to support@socialattache.com.

2.5. End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, your Content (as defined below) or the Products. You are responsible for any individual or entity (each, an “End User”) that directly or indirectly accesses or uses your Content or uses the Services under your Account. You are responsible for End Users’ use of your Content and the Products. You will ensure that End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End Users’ access to your Content and the Products.

3. Changes

3.1. Amendments to Agreement. We reserve the right, from time to time, to modify, amend or restate this Agreement, our Privacy Policy or any other terms, rules or conditions that we may implement from time to time. We will take reasonable steps to attempt to notify you of such amendments (e.g. post a notice and a link to a copy of the amended Agreement or other terms, policies, rules or conditions on your Account and/or on a page of our website) but you agree that such notice is not required and waive any right to dispute any term of the Agreement due to a prior amendment and/or failure to receive adequate notice. If you do not agree to, or cannot comply with, the Agreement as amended, you are not authorized to use the Products. You will be deemed to have accepted the Agreement and our Privacy Policy as amended if you continue to use the Products after any amendments are posted on your Account and/or our website. We reserve the right to refuse to provide the Products, or any of our other services or products, to anyone at any time. ​

3.2. Modifications to Products. We may change, discontinue, or deprecate any of the Products, add new services or tools that form part of the Products or add, change or remove features or functionality of the Products from time to time.

4. Payment and Fees

4.1. When you order a plan you are agreeing to the charges listed for that plan as well as any related usage charges that are listed in the back office on the “Billing” > “Account Usages” page. Plan fees become due at the time the order is placed and subsequently at the frequency of the plan renewal as described on the plan order form. The repeating period is usually adjusted to align with the month end, and this may result in an initial amount that is less than a full month, or when ordering on the last few days of the month, slightly more than a full month to align with the following month end. Usage charges are calculated and billed monthly and become due at month end.

5. Intellectual Property.

5.1. Intellectual Property. As between you and us, we or our affiliates and licensors own and reserve all right, title and interest in and to the Products and all worldwide intellectual property rights therein. The names, trademarks, logos and graphics files that represent the Products and all digital images thereon or therein shall not be used without our permission. The Products contain copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, alter or remove any proprietary rights or copyrights notice or identification which indicates ownership of the Software or any other Products. You shall not create any derivative works or other works that are based upon or derived from the Software in whole or in part.

5.2. Patent, Copyright and Trademark Notices and Third Party Rights. The Products and documentation (except for any third-party content) are subject to applicable copyright law. All rights to such copyright, and all other intellectual property rights in favour of Assistly Social (Formerly PCATU CRM) and our licensors, are reserved, except as provided herein. The Products may contain third party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to the trademarks of Assistly Social (Formerly PCATU CRM) or of any third party.

5.3. Your Intellectual Property. As between you and us, you or your licensors own all right, title and interest in and to the information, text, graphics, videos, data, and other files you may upload to your Account (your “Content”) in connection with your use of the Products. Except as provided otherwise in this Agreement, we obtain no rights under this Agreement from you or your licensors to your Content, including any related intellectual property rights. You consent to our use of your Content to provide the Products to you and any End Users. We may disclose your Content to provide the Products to you or any End Users or to comply with the request of any governmental or regulatory body having jurisdiction (including subpoenas or court orders). Your Content will be stored by Assistly Social (Formerly PCATU CRM) or our affiliates on our servers or on third party servers, at Assistly Social (Formerly PCATU CRM)’s sole discretion, until such time as you request for its removal by deleting your Account. If you request that we delete your Account, your information will be removed and dealt with in accordance with our Privacy Policy.

5.4. Your Content. You represent and warrant to us that (a) you or your licensors own all right, title and interest in and to your Content, (b) you have all rights in and necessary consents for your Content (including, but not limited to, consents required under applicable privacy laws) necessary to grant the rights contemplated by this Agreement and (c) none of your Content or End Users’ use of your Content or the Products will violate this Agreement.

6. License Granted by Assistly Social (Formerly PCATU CRM).

6.1. Grant of License. Assistly Social (Formerly PCATU CRM) grants to you a limited, non-exclusive, non-transferable sublicense to access and use the Products in accordance with the terms and conditions set forth in this Agreement. Assistly Social (Formerly PCATU CRM) and its affiliates reserve all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE PRODUCTS NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

You may not sublicense, assign, or transfer, the license granted to you under this Agreement, and any attempt to sublicense, assign, or transfer any part of this Agreement is void. All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.

7. Acceptable Use

7.1. You covenant that you shall not, and shall not attempt to:

  • use the Products in a manner that interferes with or disrupts other users, services, or products;
  • use the Products to reproduce, transmit, display or distribute any material that infringes the intellectual property rights of any third party, including any patent, copyright, trademark, service mark, trade secret, or other proprietary right, in any medium or via any method without Assistly Social (Formerly PCATU CRM)’s express written permission;
  • use the Products in any way that violates the terms of this Agreement;
  • disassemble, decompile or otherwise reverse engineer the Products or apply any other process or procedure to derive the source code of the Software;
  • copy, alter, modify or create any derivative work of the Products, except as expressly permitted herein;
  • access or use the Products in a way intended to avoid incurring charges, fees or the payment of any applicable Taxes;
  • provide or use any Content or other materials or use the Products in a manner deemed by Assistly Social (Formerly PCATU CRM), in its sole discretion, to be any of the following:
    • encouraging illegal or criminal conduct;
    • promoting, facilitating or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities;
    • promoting or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property;
    • offensive, including without limitation, containing statements of bigotry, racism, discrimination, hatred, or profanity;
    • pornographic or obscene in any manner whatsoever;
    • violent or encouraging violence;
    • disparaging, defamatory, libellous, or results in an invasion of privacy;
    • containing any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data or personal information; or
    • intentionally holding Assistly Social (Formerly PCATU CRM) or their employees, directors or stockholders up to public scorn, ridicule, or defamation; or
    • permit or enable any third party to do any of the foregoing.

8. Service Interruptions

8.1. Service Interruptions. You acknowledge that: (a) your access to and use of the Products may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Products for any reason, including as a result of power outages, system failures or other interruptions; and (b) we shall also be entitled, without any liability to you, to suspend access to any portion or all of your Account at any time (i) for scheduled downtime to permit us to conduct maintenance or make modifications to any service or product; (ii) in the event of a denial of service attack or other attack on the Account or other event that we determine, in our sole discretion, may create a risk to the applicable service or product, to you or to any of our other customers if the service or product were not suspended; or (iii) in the event that we determine that any service or product is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.

8.2. Notice of Interruptions. To the extent we are able, we will endeavor to post updates on your Account or our website regarding any Service Suspension and resumption of service following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

9. Security

9.1. Your Responsibility for Security. You are solely responsible for maintaining the confidentiality of your email and password associated with your Account and for restricting access to your password and to your computer while logged into the Account. You agree to accept responsibility for all activities that occur under your Account or from your computer.

9.2. Back-Up and Other Security. You are responsible for properly configuring and using the Products and taking your own steps to maintain appropriate security, protection and backup of your Content. Account login information and use of the Products is for your internal use only and you may not sell, transfer or sublicense access to them to any other entity or person, except that you may disclose your Account login information to your employees and other agents or subcontractors performing work on your behalf.

9.3. No Security Guarantee. We endeavor to use reasonable security measures to protect against unauthorized access to your Account. We cannot, however, guarantee absolute security of your account, your Content, Account information or any other information we collect, and we cannot promise that our security measures will prevent third party “hackers” from illegally accessing your Account, your Content, your Account information or any other information. You agree to immediately notify Assistly Social (Formerly PCATU CRM) of any unauthorized use of your Account or any other breach of security, and to accept all risks of unauthorized access to your Account, your Content, your Account information and any other information you provide to Assistly Social (Formerly PCATU CRM) or its affiliates.

9.4. Encryption. You acknowledge and agree that your Content and Account information, except for your credit card numbers, may be transferred unencrypted over one or more networks and may be changed, modified or otherwise adapted as required to meet the technical requirements of such transmission.

9.5. Disclaimer. Assistly Social (Formerly PCATU CRM) and its affiliates will not be responsible for any losses arising out of the unauthorized use of your Account and you agree to indemnify and hold harmless Assistly Social (Formerly PCATU CRM), its affiliates and their respective partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal use of your Account.

10. Privacy

10.1. Privacy Policy. Your use of the Products is also subject to our Privacy Policy, located at ​https://pcatu.co/legal/privacy?&TrkLang=en-US%2Cen-AU (our “Privacy Policy”), which is incorporated by reference into and made a part of this Agreement. Assistly Social (Formerly PCATU CRM) may cooperate with and disclose information (including your Account information) to any authority, government official or third party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement whether related or unrelated to your use or misuse of your Account.

11. Feedback

11.1. Feedback. In the event you elect, in connection with any of the Products, to communicate to us or any of our affiliates suggestions for improvements to the Products (collectively, “Feedback”), we shall own all right, title, and interest in and to the Feedback and we shall be entitled to use the Feedback without restriction, even if you have indicated such Feedback as confidential or restricted as to our rights or use. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and waive any and all moral rights you may have in the Feedback, and agree to provide us such assistance as we may require to document, perfect, and maintain our rights in and title to the Feedback. You agree that: (a) your Feedback does not contain confidential or proprietary information; (b) Assistly Social (Formerly PCATU CRM) and its affiliates are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) Assistly Social (Formerly PCATU CRM) shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (d) Assistly Social (Formerly PCATU CRM) or its affiliates may have something similar to the Feedback already under consideration or in development; and (e) you are not entitled to any compensation or reimbursement of any kind from Assistly Social (Formerly PCATU CRM) or its affiliates under any circumstances.

12. Third Party Web Accounts, Products and Software

12.1. Links. The Products may contain links to other web accounts, services or software provided by third parties (“Third Party Content”) and over which Assistly Social (Formerly PCATU CRM) has no control. Links from the Products to Third Party Content are provided for your convenience only and are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Assistly Social (Formerly PCATU CRM) or its affiliates, and neither Assistly Social (Formerly PCATU CRM) nor its affiliates is responsible for any Third Party Content accessed through the Products, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Content does not imply approval or endorsement thereof by Assistly Social (Formerly PCATU CRM). If you decide to access or install the Third Party Content, you do so at your own risk and you should be aware that Assistly Social (Formerly PCATU CRM) terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Content you navigate to from the Products or relating to any Third Party Content you use or install. Assistly Social (Formerly PCATU CRM) reserves the right to change, modify or delete links to Third Party Content without notice.

12.2. Promotions. Assistly Social (Formerly PCATU CRM) or its business partners may present advertisements or promotional materials on or through the Products. Your dealings with, or participation in promotions of, any third party advertisers on or through the Products are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that neither Assistly Social (Formerly PCATU CRM) nor its affiliates is responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party materials on the Products. Reference to any Products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Assistly Social (Formerly PCATU CRM) or its affiliates.

13. Confidential Information

13.1. Meaning. “Confidential Information” means all nonpublic information disclosed by Assistly Social (Formerly PCATU CRM), its affiliates, licensors, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, but is not limited to: (a) nonpublic information relating to Assistly Social (Formerly PCATU CRM) or our affiliates, licensors or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.

13.2. Confidentiality and Publicity. You may use Confidential Information only in connection with your use of the Products as permitted under this Agreement. You will not disclose Confidential Information during the Term or at any time during the ten (10) year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Products without the prior written consent of Assistly Social (Formerly PCATU CRM). You will not misrepresent or embellish the relationship between Assistly Social (Formerly PCATU CRM) and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not express or imply any relationship or affiliation between Assistly Social (Formerly PCATU CRM) and you or any other person or entity except as expressly permitted by this Agreement or with the prior written consent of Assistly Social (Formerly PCATU CRM).

14. Suspension

14.1. Generally. We may suspend your right or any End User’s right to access your Account or use any portion of the Products immediately upon notice to you if we determine: (a) you or an End User’s use of or registration for the Products (i) poses a security right to the Products or any third party, (ii) may adversely impact the Products or the systems or the Content or any other Assistly Social (Formerly PCATU CRM) customer, (iii) may subject us, our affiliates or any third party to liability, or (iv) may be fraudulent; (b) you are, or any End User is, in breach of this Agreement; (c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

14.2. Effect of Suspension. If we suspend your right to access your Account or use any portion of the Products: (a) you will not be entitled to any credit of fees paid for any period of suspension; (b) you remain responsible for all fees and charges you may have incurred through the date of suspension; and (c) we will not erase any of your Content as a result of your suspension, except as specified elsewhere in this Agreement. Our right to suspend your or any End User’s right to access your Account or use the Products is in addition to our right to terminate this Agreement pursuant to the Section below titled “Term and Termination”.

15. Term and Termination

15.1. Term. This Agreement is in effect from the earliest of the dates you access, use, order or download any Service or create an Account until terminated by either you or Assistly Social (Formerly PCATU CRM) (the “Term”).

15.2. Termination by You. In the event that you notify Assistly Social (Formerly PCATU CRM) within seventy-two (72) hours of your receipt of your Assistly Social (Formerly PCATU CRM) welcome e-mail or automated confirmation of Products, whichever is received first, which shall be sent to your last known contact e-mail address, that you desire to cancel the Products, this Agreement will be terminated immediately, and any balance owing for any Products ordered will not be payable. After such initial 72-hour period, you may terminate this Agreement at any time by creating a support ticket indicating with your request, and such termination notice will be effective at the end of the current billing period. To effect any termination request, we may require you to provide your user name, password and/or a verification or authorization code.

15.3. Termination by Assistly Social (Formerly PCATU CRM). Assistly Social (Formerly PCATU CRM) may terminate this Agreement at its sole discretion, at any time, effectively immediately with or without notice to you, whether for convenience or in the event that you breach or violate this Agreement.

15.4. Effect of Termination. Upon termination of this Agreement you acknowledge that all of your rights under this Agreement will immediately terminate and Assistly Social (Formerly PCATU CRM) will delete your Account and all your Content, and suspend or terminate all Products. You acknowledge that Assistly Social (Formerly PCATU CRM) is not responsible for liability for the loss of Content, or any other effect that the suspension or termination of Products might have. You will be responsible for all fees, charges and applicable Taxes (as defined herein) incurred by you up to the effective date of termination, and termination of this Agreement shall not affect the rights of Assistly Social (Formerly PCATU CRM) to recover from you any fees, losses, damages, indemnity, defense costs, expert costs, collection costs and/or lawyer’s fees or other costs of any kind owed under this Agreement.

15.5. Surviving Obligations. All provisions of this Agreement which by their nature should survive expiration or termination shall survive the expiration or termination of this Agreement, including, without limitation, ownership and proprietary and intellectual property provisions, warranty disclaimers, confidentiality provisions, and limitations of liability. Termination of your access to your Account and use of the Products shall not relieve you of any obligations arising or accruing prior to such expiration or termination or limit any liability which you otherwise may have to Assistly Social (Formerly PCATU CRM) or its affiliates, including without limitation any indemnification obligations contained herein.

16. DISCLAIMERS

16.1. “AS IS” BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PRODUCTS IS SOLELY AT YOUR OWN RISK, AND THAT EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Assistly Social (Formerly PCATU CRM) AND ITS AFFILIATES JOINTLY AND SEVERALLY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, MECHANTABLE QUALITY, DURABILITY, QUIET ENJOYMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE.

16.2. WARRANTY DISCLAIMER. NEITHER Assistly Social (Formerly PCATU CRM) NOR ITS AFFILIATES MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE PRODUCTS AND/OR ANY INFORMATION OBTAINED THEREBY WILL BE FREE FROM ERRORS, INTERRUPTION, LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, OR THAT THE USE OR RESULTS OF THE PRODUCTS ARE OR WILL BE ACCURATE, RELIABLE, CURRENT, COMPLETE, OR ERROR-FREE AND Assistly Social (Formerly PCATU CRM) AND ITS AFFILIATES JOINTLY AND SEVERALLY DISCLAIM ANY LIABILITY RELATING THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Assistly Social (Formerly PCATU CRM), ITS AFFILIATES OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. Assistly Social (Formerly PCATU CRM) FURTHER MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS, NOR DOES Assistly Social (Formerly PCATU CRM) MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS. WITHOUT PRIOR NOTICE, Assistly Social (Formerly PCATU CRM) MAY MODIFY, SUSPEND, OR DISCONTINUE ANY ASPECT OR FEATURE OF THE PRODUCTS OR YOUR USE OF THE PRODUCTS. IF Assistly Social (Formerly PCATU CRM) ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE PRODUCTS, Assistly Social (Formerly PCATU CRM) WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

16.3. INFORMATION. NEITHER Assistly Social (Formerly PCATU CRM) NOR ITS AFFILIATES ARE RESPONSIBLE FOR YOUR INFORMATION. YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION (INCLUDING BUT NOT LIMITED TO CONTENT) TO US IS AT YOUR OWN RISK. NEITHER Assistly Social (Formerly PCATU CRM) NOR ITS AFFILIATES ASSUMES ANY LIABILITY TO YOU (WHETHER JOINT OR SEVERAL) WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

16.4. THIRD PARTY CONTENT. Assistly Social (Formerly PCATU CRM) IS NOT RESPONSIBLE FOR THIRD PARTY CONTENT. SOME OF THE CONTENT, SERVICES, AND SERVICES AVAILABLE THROUGH THE SERVICES INCLUDING, BUT NOT LIMITED TO, THIRD PARTY TEMPLATES, MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT Assistly Social (Formerly PCATU CRM) DOES NOT ASSUME ANY RESPONSIBILITY FOR SUCH CONTENT, SERVICES OR SERVICES.

17. LIMITATION OF LIABILITY AND INDEMNITY

17.1. LIMITATION OF LIABILITY. IN NO EVENT WILL Assistly Social (Formerly PCATU CRM) OR ITS AFFILIATES BE LIABLE TO YOU (WHETHER JOINTLY OR SEVERALLY) FOR INDIRECT, DIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, AGGRAVATED, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, GOODWILL, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS), WHETHER FORESEEABLE OR NOT, EVEN IF Assistly Social (Formerly PCATU CRM) OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, NEITHER Assistly Social (Formerly PCATU CRM) NOR ITS AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY (I) TERMINATION, SUSPENSION, LOSS OR MODIFICATION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO YOUR ACCOUNT OR THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE PRODUCTS, (III) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEBSITE OR ANY PRODUCT, (IV) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PRODUCTS FOR ANY REASON, INCLUDING BUT NOT LIMITED TO AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, (V) APPLICATION OF ANY APPLICABLE LAW, REGULATION OR Assistly Social (Formerly PCATU CRM) POLICY (INCLUDING, WITHOUT LIMITATION, ANY RELEVANT DISPUTE POLICY OR ANY OTHER SIMILAR GOVERNMENTAL OR SUCCESSOR ORGANIZATION ADOPTED POLICIES), OR (VI) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO ACCESS OR STORE ANY OF YOUR SUBMITTED CONTENT OR OTHER CONTENT OR DATA; (E) DISBURSEMENT OR NON-DISBURSEMENT OF FUNDS BY PAYMENT PROCESSORS; (F) TRANSACTIONS CONDUCTED ON A USER WEBSITE, INCLUDING FRAUDULENT TRANSACTIONS; (G) LOSS INCURRED IN CONNECTION WITH YOUR PRODUCTS, INCLUDING IN CONNECTION WITH E-COMMERCE TRANSACTIONS; OR (H) ANY OTHER MATTER RELATING TO YOUR USE OF THE PRODUCTS.

Assistly Social (Formerly PCATU CRM) SHALL ALSO HAVE NO LIABILITY FOR ANY CONTENT PROVIDED BY YOU THAT INFRINGES OR VIOLATES ANY RIGHTS OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS, AND/OR LICENSES. Assistly Social (Formerly PCATU CRM) DISCLAIMS ANY RESPONSIBILITY FOR ANY SUCH CONTENT.

IF THE SELLER IS A CALIFORNIA RESIDENT, THE SELLER WAIVES ITS RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

17.2. TOTAL LIABILITY. IN ANY CASE, OUR TOTAL LIABILITY TO YOU UNDER ANY PROVISION OF THIS AGREEMENT IS LIMITED. Assistly Social (Formerly PCATU CRM)’S AND ITS AFFILIATES LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT YOU ACTUALLY PAID Assistly Social (Formerly PCATU CRM) UNDER THIS AGREEMENT FOR THE PRODUCTS; AND (II) FIVE HUNDRED CANADIAN DOLLARS (CDN$500.00), AND YOU ACKNOWLEDGE AND AGREE THAT THIS WILL BE YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND OTHERWISE IN RELATION TO YOUR USE OF THE PRODUCTS.

17.3. LIMITATION PERIOD. WHERE PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION INITIALLY AROSE OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

17.4. APPLICATION OF LIMITATIONS. THE LIMITATIONS OF LIABILITY AND DAMAGES EXCLUSIONS OF THIS AGREEMENT APPLY TO ALL CAUSES OF ACTION AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

17.5. EXCLUSIONS MAY NOT APPLY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17.6. CUSTOMER ACKNOWLEDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS CONTAINED IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, Assistly Social (Formerly PCATU CRM) WOULD NOT ENTER INTO THIS AGREEMENT OR PROVIDE PRODUCTS HEREUNDER. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.

17.7. INDEMNITY. YOU WILL INDEMNIFY AND HOLD HARMLESS Assistly Social (Formerly PCATU CRM) AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS FROM AND AGAINST ANY AND ALL LIABILITIES, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys, accountants and expert witness fees), of whatsoever kind and nature, that are imposed on or incurred by Assistly Social (Formerly PCATU CRM) as a consequence of or in connection with: (i) any breach of this Agreement by YOU, (ii) any breach or violation by YOU of any other Assistly Social (Formerly PCATU CRM) term, condition, rule, agreement or policy, (iii) any representation or warranty by YOU that proves to be untrue or inaccurate in any way, (iv) any failure by YOU to perform in accordance with this Agreement, (v) YOUR use OR MISUSE of YOUR ACCOUNT OR the Products, or (vi) ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

YOU agree to give prompt written notice to Assistly Social (Formerly PCATU CRM) upon YOUR receipt of notice of any claim by a third party against YOU which might give rise to a claim against Assistly Social (Formerly PCATU CRM), stating the nature and the basis of such claim and, if ascertainable, the amount thereof.

18. Miscellaneous

18.1. Your Equipment. You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access your Account or otherwise use the Products, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Products.

18.2. Third-Party Service Providers. You acknowledge that Assistly Social (Formerly PCATU CRM) uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology to run the Products.

18.3. Export Compliance and Restrictions. You shall, in connection with your use of the Products, comply with all applicable export, import and re-export control laws and regulations. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Products, including but not limited to, your transfer and processing of your Content, the provision of your Content to End Users, and the region in which any of the foregoing occur.

18.4. References to Customers and Recording of Calls. You agree that during the term of this Agreement, Assistly Social (Formerly PCATU CRM) may publicly refer to you, orally and in writing, as a customer of Assistly Social (Formerly PCATU CRM). To ensure you receive quality service, Assistly Social (Formerly PCATU CRM) may, at its discretion, randomly select phone calls for recording and monitoring. These calls, between you and Assistly Social (Formerly PCATU CRM) employees, are evaluated by supervisors in order to guarantee that prompt, consistent assistance and accurate information is delivered in a professional manner, and you hereby agree to such recordings and the collection of such information for those purposes.

18.5. Notice and Takedown. Assistly Social (Formerly PCATU CRM) supports and respects the intellectual property rights of others and is committed to helping third parties protect their rights. If we reasonably believe any of your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of this Agreement (the “Prohibited Content”), we will notify you (our “Notice”) of the Prohibited Content and may request that such content be removed from your Account or access to it be disabled. If you do not remove or disable access to the Prohibited Content within two (2) business days of our Notice, we may remove or disable access to the Prohibited Content or suspend access to your Account and/or your use of the Products to the extent that we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Products, pursuant to the U.S. Digital Millennium Copyright Act, or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice to you unless prohibited by law.

18.6. Governing Law. This Agreement shall be governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein excluding application of any conflict of laws principles that would apply a different body of law and excluding the United Nations Convention on Contracts for the International Sale of Goods. In the event of a dispute, you agree that any judicial proceeding relating to or arising out of this Agreement or the Products shall be instituted only in the British Columbia Supreme Court, as the court of competent jurisdiction in Victoria, in the Province of British Columbia, and you consent to the personal jurisdiction of such court and waive the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or forum non convenience or to otherwise seek a change of venue. You also agree to waive the right to trial by jury in any action that takes place relating to or arising out of this Agreement or the Products.

18.7. Equitable Remedies. The rights granted and obligations made under this Agreement are of a unique and irreplaceable nature, the loss of which will irreparably harm Assistly Social (Formerly PCATU CRM) and which cannot be replaced or compensated for by monetary damages alone. Accordingly, Assistly Social (Formerly PCATU CRM) will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Products or any other materials issued in connection therewith or other content or material used or accessed through the Products.

18.8. No Partnership. This Agreement does not create any agency, employment, partnership, joint venture, franchise, licensee, or other similar or special relationship between you and Assistly Social (Formerly PCATU CRM). Neither you or Assistly Social (Formerly PCATU CRM) will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other Party or its affiliates, whether express or implied, or to bind the other Party or its affiliates in any respect whatsoever.

18.9. Notices. Assistly Social (Formerly PCATU CRM) may send notices to you with respect to your use of the Products or otherwise under this Agreement. Any notices to you hereunder shall be deemed effective when: (i) sent via e-mail to your last known e-mail address; (ii) sent via fax, to your last known fax number; (iii) sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service to your last known mailing address or (iv) posted on our website, as updated from time to time. All website notices shall be effective immediately upon posting.

By providing contact information to Assistly Social (Formerly PCATU CRM), you agree that Assistly Social (Formerly PCATU CRM) may use the information you have provided to contact you via email, post, telephone or fax in any format or manner. Assistly Social (Formerly PCATU CRM) may, but shall have no obligation to, send a single notice by various means of delivery (i.e., fax, email, certified mail or express mail). In no event shall Assistly Social (Formerly PCATU CRM) be liable to you for choosing to send notice to one address, or by one means of delivery, and not others.
Unless otherwise provided for herein or on the applicable Assistly Social (Formerly PCATU CRM) website, you may provide notice to Assistly Social (Formerly PCATU CRM) hereunder by contacting Assistly Social (Formerly PCATU CRM) customer service at the phone number listed on our website or as otherwise provided to you by Assistly Social (Formerly PCATU CRM).

18.10. No Waiver. No failure or delay by Assistly Social (Formerly PCATU CRM) or its affiliates in enforcing or exercising any right or will be deemed a waiver of any right or remedy.

18.11. Force Majeure. Assistly Social (Formerly PCATU CRM) and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquake, flood, fire, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war. In the event that a force majeure event described in this section extends for a period in excess of thirty (30) days, Assistly Social (Formerly PCATU CRM) may terminate this agreement and shall have no liability therefore.

18.12. Assignment. You may not assign this Agreement or any of your rights or obligations hereunder to any person without the prior written consent of Assistly Social (Formerly PCATU CRM). Any such assignment or transfer in violation of this Section will be null and void. Assistly Social (Formerly PCATU CRM) may assign its rights and obligations under this Agreement, and may engage independent contractors, service providers, subcontractors or agents in performing its duties and exercising its rights hereunder, without notice to you or your consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

18.13. Severability. If any provision of this Agreement is found to be unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement. Assistly Social (Formerly PCATU CRM) may amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Assistly Social (Formerly PCATU CRM) as reflected in the original provision.

18.14. Reservation of Rights. Without limiting other remedies or any of its other rights set forth herein, Assistly Social (Formerly PCATU CRM) reserves the right to revoke any and all licenses granted hereunder, revoke access to or modify the Products, or to otherwise limit, deny, terminate, or suspend, in whole or in part, any and all Products without notice in Assistly Social (Formerly PCATU CRM)’s sole discretion.

If you have any questions about this Agreement, you may contact us at:

Assistly Social (Formerly PCATU CRM)
+1 618-401-3876
193 Hamel Avenue
Hamel, IL, 62046-0193
USA

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