Last time updated June 03, 2023
PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING OR ACCESSING THIS WEBSITE OR SUBSCRIBING TO THE PERSONA SERVICES (DEFINED BELOW). By accessing and using the Clyr platform, which provides expense management services (“App” or “Platform”) or website https://Clyr.io/ (“Website”, and together the Website and the Platform, the “Service(s)”), you agree to be bound by the following terms and conditions (this “Agreement”) and to our Privacy Policy. We urge you to read them carefully and refrain from using either and any of the Services if you do not wish to be legally bound by the terms below. Your right to use the Services is expressly conditioned on acceptance of this Agreement and by accessing, downloading and/or using the Services, you expressly acknowledge and agree that you are entering a legal agreement with Persona Inc. (defined and used in this Agreement as “Clyr”, “we”, “our”, or “us”). To the maximum extent permitted by law, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records. IF YOU DO NOT AGREE TO BE FULLY BOUND BY ANY AND ALL OF THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SERVICES.
1.DEFINITIONS
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, the Business’ authorized users, whether employees, representatives, or other third parties on its behalf; and the Website visitors.
1.3“ Business” means the party engaging with us in the context of the Services provided under this Agreement.
1.4 “Eligible Payment Card” means any Visa credit or debit card or Mastercard credit or debit card in the individual name of the applicable Member and which is eligible to become a Linked Card as determined by Clyr and the Service Provider (Fidel API) from time to time. Not all Visa and Mastercard cards are eligible for registration as a Linked Card – including PIN based purchases on debit cards (debit transactions should be authorized via signature and not PIN in order to be monitored), purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa or Mastercard card as a funding source but you do not present your card directly to the merchant). Visa Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-, branded cards whose transactions are not processed through the Visa payment system are not Eligible Payment Cards.
1.5 “Payment Card Network” means Visa or Mastercard
1.6 “Linked Card” means an Eligible Payment Card that a Member links for use in connection with participation in Clyr
1.7 “Fidel” is a Service Provider of Transaction Data Services linking Payment Card Networks with Clyr
2. DESCRIPTION OF THE SERVICES.
2.4 The Platform is an expense management solution for Businesses utilizing the Platform to manage their business expenses efficiently.
2.5 The Website is intended to provide you with information about Clyr and its products and services and to enable the Business to obtain a subscription to the Services.
2.6 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 By subscribing to the services provided by Clyr (‘the Service’), you, the subscriber, hereby consent to be charged for the Service by Clyr. You affirm that you have read, understood, and agreed to be bound by the terms and conditions of the Service as outlined in this agreement and any subsequent amendments or updates to it.
3.1.1 Payment for the Service on a monthly subscription basis is refundable within a period of seven (7) calendar days from the date of payment. Requests for refunds must be made in writing to Clyr’s customer service team within this seven-day period. Refund requests submitted after the expiration of the seven-day period will not be entertained, and no refunds will be issued for the subscription month beyond this period.
3.1.2 For subscribers opting for an annual subscription, a seven (7) calendar day refund period similarly applies. Should you decide to cancel your annual subscription, you must submit a written refund request to Clyr’s customer service team within seven days of payment. Beyond this seven-day window, no refunds will be provided for the annual subscription period.
3.2 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. Clyr may, but is not obligated to, monitor your use of the Services.
3.3 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 Clyr 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.
3.4 In order to use some of the Services, you may have to create an account for your and your authorized Users (“Account”). You agree to provide Clyr 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 Clyr, you are solely responsible and liable for the activity that occurs in connection with your Account. Any Business employee or representative who receives access to the Services is considered a User and the Business is responsible for ensuring that any third party using the Account (whether or not a User) has consented to, and abides by, this Agreement. The Business Owners is and shall remain primarily responsible and liable for any acts and/or omissions of any of its employees, representatives or other third parties in connection with its Account. You must notify Clyr 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. Clyr reserves the right to refuse the registration of a User for any reason it deems reasonable. You can remove your Account or modify you profile at any time by sending a request by email with a 7 day notice to Clyr at [email protected].
3.5 Notwithstanding anything to the contrary, Clyr reserves the right to cancel your Account and/or to suspend you temporarily or suspend access to the Services, if Personal believes that your business practices are false, illegal, misleading, incorrect, not professional or violate any law or right of any party or you violate this Agreement. Without limiting other remedies available, Clyr may, without prior notice, limit your activity, or block your access to the Platform for an indefinite period of time, 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) Clyr is unable to verify or authenticate any of your Data or Account details; (c) Your behavior constitutes fraudulent or abusive behavior or behavior not in accordance with our policies or guidelines; and/or (d) Clyr believes that your actions may cause financial loss or legal liability for Clyr or its Users.
4. SERVICES’ FEATURES
4.11 FINANCIAL SERVICES
4.11.1 As part of our Services, we may offer you the ability to connect your Account and make it directly sync with your existing third-party financial institutions, such as accounting platforms, bank accounts, credit cards, among others (“Financial Institutions”), in order to use automated bank account feeds, reconcile your expenses and streamline your bookkeeping activities. In that case, you will be subject to the following terms:
4.11.1.1 You agree to provide true, accurate, current, and complete information about yourself, your Users and your accounts maintained at other services, including, without limitation, Financial Institutions. You will not misrepresent your identity or your account information. You agree to keep your account information up to date.
4.11.1.2 By using the Services, you authorize Clyr and its service providers to access your Financial Institutions designated by you, on your behalf, to retrieve information requested by you, and/or to register you and your Users for accounts and/or other specific financial requests, when made available by Clyr, at Clyr’s sole discretion. For all relevant and applicable purposes hereof, you grant Clyr and its services providers a limited power of attorney, and you hereby appoint Clyr and its service providers as your true and lawful attorney-in-fact and agent, 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 the Services under this Agreement, including, without limitation, banking services, credit cards, among others. You understand that Clyr and its service providers may access your Financial Institutions accounts at any time and obtain access to the information in such Financial Institutions accounts at any time while you have an account with Clyr and you make use of the Services.
4.11.1.3 You represent, warrant and covenant that (i) any Data (as defined below) submitted to the Services is updated, complete and accurate; (ii) you are solely responsible and liable for all Data submitted to or maintained through the Services and in particular, for any Data submitted to the Services in connection with the Financial Institutions; and (iii) Clyr is not responsible nor liable for any damages, losses, liabilities, costs or expenses caused, directly or indirectly by the accuracy of the Data or lack thereof provided by you and synchronized with the Financial Institutions through the use of our Services. You shall indemnify and hold harmless Clyr, its shareholders, directors, officers, employees, partners (including, financial entities or banks) and subcontractors from and against any and all liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any claim, action, or other proceeding, related to your failure to comply with the terms of this Section 4.
4.11.2 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).
4.11.3 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 Clyr, Clyr has no responsibility or liability on this regard.
4.11.4 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 and/or your Financial Institutions. If such documents contain errors, there may be an assessment of additional tax plus interest and penalties or you may need to contact directly with the relevant Financial Institutions to fix the inaccuracies. Subject to any guarantee we provide in writing or applicable law, we assume no liability for any additional tax, penalties, fees, or other assessments. You acknowledge that any understated tax, and any penalty, interest, or other related fee or cost imposed by any tax authority and/or your Financial Institutions 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.
4.11.5 Clyr shall have no liability in connection with your use of your Financial Institutions, credit cards, bank accounts and/or any related authorization when you make use of the Services or the exercise of any rights granted therein.
5. DATA
5.12 While using the Services, you may choose to provide, upload, import, transmit, post, or make accessible (collectively, “Provide”) to Clyr certain of your, your client, or other information, data, content, or any other information or combination thereof (“Data“), for example, details of the expenses. 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 providers that we use in the context of the Services provided to you.
5.13 In addition, as a User of the Services, you hereby grant Clyr 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 Clyr, and/or for the purpose of promoting and marketing Clyr’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.
5.14 You acknowledge and agree that your use of the Services, including, without limitation, any information transmitted to or stored by Clyr, is governed by Clyr’s Privacy Policy available at https://clyr.io/privacy-policy (“Privacy Policy”).
5.15 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. Clyr owns all Anonymous Information collected or obtained by Clyr.
5.16 You understand that Clyr does not itself verify the qualifications of your Users, nor does it evaluate or control in any ongoing manner their acts or expenses activities.
5.17 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 Clyr 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.
5.18 By signing up for Clyr, you expressly consent to receive marketing materials and communications from Clyr. These may include, but are not limited to, updates about Clyr’s services, promotions, news, and other related information. You may opt out of receiving these communications at any time by following the unsubscribe instructions provided in the communications.
5.1 TRANSACTION DATA VIA FIDEL API
5.1.1 We currently use Fidel API and the Payment Card Networks (Visa or Mastercard) to monitor card transactions for your participation in the Clyr program. Your agreement to the various Clyr Terms of Use (Terms) authorize Fidel API and the Payment Card Networks to monitor the transactions made with your registered eligible payment cards via the Clyr Platform. The data collected from Fidel includes your registered card identifier, merchant, transaction date/time and amount etc.
5.1.2 By registering a payment card in connection with transaction monitoring, you authorize Clyr to share your payment card information with the Payment Card Networks so it knows you enrolled and participating in Clyr. You authorize the Payment Card Networks to monitor transactions on your registered card(s) in order to enable your usage of real time transaction data for all transactions made on an enrolled card linked through the [Program Name] Platform. You may opt-out of transaction monitoring on the payment card(s) you have registered by navigating to your settings menu to remove your linked card(s).
5.1.3 Not all Visa and Mastercard cards are eligible for registration as a Linked Card – including PIN-based purchases on debit cards (debit transactions should be authorized via signature and not PIN in order to be monitored), purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa or Mastercard card as a funding source but you do not present your card directly to the merchant). Visa Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-, branded cards whose transactions are not processed through the Visa payment system are not Eligible Payment Cards.
6. INTELLECTUAL PROPERTY, THIRD PARTIES AND CONFIDENTIALITY
6.18 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 (“Clyr IPR”) are the property of Clyr 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 Clyr IPR. No transfer or grant of any rights by Clyr 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 Clyr IPR or otherwise, except for the limited license granted above. All rights not explicitly granted to you in this Agreement are hereby reserved to Clyr.
6.19 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 Clyr. Clyr’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.
6.20 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 Clyr 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.
6.21 The Platform may contain links to third party websites, platforms or services that are not owned or controlled by Clyr. Clyr 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, Clyr will not and cannot censor or edit the content of any third-party site. By using the Platform, you expressly relieve Clyr from any and all liability arising from your use of any third-party website.
6.22 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, Clyr makes no warranty, whether explicit or implied, or provides indemnity of any kind with respect to any third party software.
6.23 You agree to keep confidential and to use only for purposes permitted under this Agreement, any Clyr 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 that 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 Clyr of such disclosure and an opportunity, at Clyr’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 Clyr 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 Clyr 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 Clyr 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
7.24 This Section applies whether or not the Services provided under the Platform are for payment or not. CLYR, CLYR’S OFFICERS, DIRECTORS, EMPLOYEES AND CLYR’S SUPPLIERS, INCLUDING THE PAYMENT CARD NETWORKS (VISA AND MASTERCARD) PROVIDE THE SERVICES “AS IS”, “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. CLYR DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLYR 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 CLYR 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. CLYR DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT OR SERVICES THAT IS FEATURED OR ADVERTISED ON THE SERVICES BY A THIRD PARTY.
7.25 CLYR 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.
7.26 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLYR, AND CLYR’S OFFICERS, DIRECTORS, EMPLOYEES, OR CLYR’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). CLYR’S MAXIMUM AGGREGATE LIABILITY, AND THE LIABILITY OF CLYR’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 CLYR 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 Clyr, its affiliates, related bodies corporate, shareholders, officers, employees, agents, Payment Card Networks (Visa and Mastercard) 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 Data; (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:
(i) You acknowledge and agree that:
(a) this Agreement is concluded between Clyr and you only, and not with Apple, and Clyr and its licensors, and not Apple, is solely responsible for the App and the content thereof.
(b) 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.
(c) 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;
(d) Clyr 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;
(e) Clyr 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;
(f) Clyr, 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;
(g) 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;
(h) 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.
(ii) 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.
(iii)If you have any questions, complaints, or claims regarding the App, please contact Clyr at:
Email: [email protected].
Telephone: +14846301533
Address: 210 North 12th Street, 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 Clyr or you. Clyr 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 Clyr at [email protected]. Any dispute between you and Clyr 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 Clyr 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. Clyr 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 Clyr 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 Clyr’s written authorization.
