Terms of Service - Drainpipe.io

DRAINPIPE WEBSITE TERMS OF SERVICE

(01 FEBRUARY 2024)

This Drainpipe Website Terms of Service is a legal agreement between DRAINPIPE FOUNDATION LLC, a Delaware Limited Liability Company currently having its principal office at 1648 Taylor Road, #473, Port Orange, Florida 32128, (hereinafter “Company”), and you as a Drainpipe Licensee. Each of Company and the Drainpipe Licensee are referred to individually herein as a “Party” and collectively herein as the “Parties”.

BY CREATING AND MANAGING A DRAINPIPE ACCOUNT ON THE DRAINPIPE WEBSITE, THE DRAINPIPE LICENSEE HEREBY AGREES TO BE BOUND BY A CURRENT VERSION OF THE DRAINPIPE WEBSITE TERMS OF SERVICE AS FOLLOWS:

(PLEASE READ THE ENTIRE DRAINPIPE WEBSITE TERMS OF SERVICE CAREFULLY)

SECTION 1: DEFINITIONS

When used in this Drainpipe Website Terms of Service, the following capitalized terms shall have the meanings

set forth in this Section 1:

1.1 “Drainpipe,io® Service” means a Company proprietary on-line non-downloadable cloud computing software for use in processing and managing structured and unstructured data.

1.2 “Drainpipe Website” means https://drainpipe.io/.

1.3 “Drainpipe Server System” means a Company proprietary server system for providing temporary login access and management of the Drainpipe.io® Service by the Drainpipe Licensee via the Drainpipe Website.

1.4 “Drainpipe Licensee” means you as an entity creating, accessing and/or managing a Drainpipe Account on the Drainpipe Website in accordance with a Drainpipe Service License.

1.5 “Drainpipe Service License” means a non-transferable, worldwide revocable license granting a limited right to access and manage the Drainpipe.io® Service by a Drainpipe Licensee via the Drainpipe Website as conditionally granted in accordance with this Drainpipe Website Terms of Service.

1.6 “Drainpipe Intellectual Property” means any and all intellectual property owned and licensed by Company and embodied in the Drainpipe.io® Service, the Drainpipe Website and the Drainpipe Server System (hereinafter collectively the “Drainpipe Technology”), including, but not limited to:

(a) all Inventions including, without limitation, inventions described in U.S. Patent No. 11,741,133 B1;

(b) all Works including, without limitation, the Drainpipe.io® Service and the Drainpipe Website;

(d) all confidential Company information associated with the Drainpipe Technology, including without limitation, business techniques, methods, data and lists; and

(e) all other proprietary rights relevant to the Drainpipe Technology.

1.7 “Inventions” mean any and all discoveries, inventions, concepts and ideas, whether patented or not, whether trade secreted or not, including, but not limited to, technological innovations, processes and methods, product concepts, prototypes and renditions as well as improvements to any of the foregoing or know-how related thereto.

1.8 “Works” mean any and all works of authorship fixed in a tangible medium of expression including, but not limited to, design specifications, computer programs, algorithms computer source codes and object codes, notes, drawings, flowcharts, state diagrams, memoranda, correspondence, documents, records, notebooks, reports, plans, prototypes, renditions and mock-ups.

1.9 “Marks” mean any and all trademarks, service marks, trade dress, logos, slogans and trade names, together with all translations, adaptations, derivations and combinations thereof (including all goodwill associated therewith), and all applications, registrations and renewals in connection therewith.

1.10 “Third Party” or “Third Parties” means any entity or entities other than Company and Drainpipe Licenses(s).

– END SECTION 1 –

********************************

SECTION 2: LICENSE GRANT/RESTRICTIONS/COPY PROTECTION

2.1 Grant of Drainpipe Service License. Upon a creation of a membership account of the Drainpipe Website by you and solely for the term of said membership account, the Company hereby grants a Drainpipe Service License to you as the Drainpipe Licensee under the terms and conditions of this Drainpipe Website Terms of Service, particularly as restricted by Sections 2.2, 2.3 and 8.3 of this Drainpipe Website Terms of Service. Without limiting any other rights and remedies of the Company, the Company has the right to revoke this grant of this Drainpipe Service License to you as the Drainpipe Licensee upon any violation of this Drainpipe Website Terms of Service by the Drainpipe Licensee, particularly any violation of Sections 2.2, 2.3 and 8.3 of this Drainpipe Service License.

2.2 Restriction of Drainpipe Service License. The Drainpipe Licensees acknowledges and agrees to the following license restrictions of the Drainpipe Service License:

(1) said Drainpipe License does not have the right to sublicense any license rights to Third Parties as granted to said Drainpipe Licensee under Section 2.1 of this Drainpipe Service License;

(2) said Drainpipe Licensee will not, and will not cause or permit any Third Party to:

(i) copy, translate, reverse engineer, decompile or disassemble any aspect of the Drainpipe Technology;

(ii) write or develop any derivative work of the Drainpipe Technology

(iii) loan, rent, lend or otherwise provide access to the Drainpipe Technology for a fee for the purpose of any execution or use of the Drainpipe Technology; or

(iv) create any product or service that competes with the Drainpipe Technology; AND

(v) use the Drainpipe Technology to conduct illegal activity or bring harm to the Draft Licensee and/or any Third Party;

2.3 Copy Protection of Drainpipe Technology. The Drainpipe Technology employs copy protection technology to prevent the unauthorized access and/or copying of the Company IP. The Drainpipe Licensee therefore agrees that said Drainpipe Licensee will not, and will not cause or permit any Third Party to circumvent or attempt to circumvent the copy protection technology employed by Company within the Drainpipe Technology to prevent the unauthorized access and/or copying of the Drainpipe Technology.

2.4 Drainpipe Licensee Violation of Drainpipe Intellectual Property. The Drainpipe Licensee acknowledges that the Company IP is protected by all intellectual property laws and treaties, national and international. The Drainpipe Licensee therefore acknowledges and agrees, that in addition to being a material breach of the Drainpipe Website Terms of Service, any violation of Sections 2.2 and 2.3 of this Drainpipe Website Terms of Service by the Drainpipe Licensee constitutes infringement by the Drainpipe Licensee of the Company IP and Company may recover from said infringement under applicable intellectual property law(s).

2.5 Drainpipe Website Visitation by A Third Party. Visitation of the Drainpipe Website by a Third Party does not constitute a granting of a Drainpipe Service License to said Third Party, and the Company reserves the right to litigate any claims the Company may have against said Third Party for any infringement of the Drainpipe Intellectual Property.

– END SECTION 2 –

********************************

SECTION 3: DRAINPIPE PROPRIETARY RIGHTS

3.1 No Transfer of Drainpipe Intellectual Property. The Drainpipe Licensee acknowledges and agrees that this Drainpipe Website Terms of Service shall not be construed as granting to the Drainpipe Licensee any right, title, ownership or interest in the Drainpipe Intellectual Property.

3.2 Drainpipe Intellectual Property Reservation. The Drainpipe Licensee acknowledges and agrees that Company reserves all rights in the Drainpipe Intellectual Property not expressly granted to the Drainpipe Licensee in this Drainpipe Website Terms of Service.

3.3 Drainpipe Licensee Protection of Drainpipe Intellectual Property Rights. The Drainpipe Licensee therefore agrees Drainpipe Technology may be used by the Drainpipe Licensee only in accordance with the rights expressly granted in this Drainpipe Website Terms of Service.

– END SECTION 3 –

********************************

SECTION 4: WARRANTY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW(S), THE COMPANY DISCLAIMS AND NEGATES ANY AND ALL TYPES OF WARANTIES OF THE DRAINPIPE TECHNOLOGY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, TERMS OR CONDITIONS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR SATISFACTORY QUALITY OF THE DRAINPIPE TECHNOLOGY. THE COMPANY DOES NOT WARRANT THAT USE OF THE DRAINPIPE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE DRAINPIPE TECHNOLOGY IS FREE OF BUGS OR ERRORS OR THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE DRAINPIPE TECHNOLOGY WILL MEET THE DRAINPIPE LICENSEE’S NEEDS.

THE DRAINPIPE TECHNOLOGY IS PROVIDED BY THE COMPANY TO THE DRAINPIPE LICENSEE ON “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND THE COMPANY MAY MAKE CHANGES TO THE DRAINPIPE TECHNOLOGY AT ANY TIME WITHOUT NOTICE TO THE DRAINPIPE LICENSEE, INCLUDING BY LIMITING OR DISCONTINUING CERTAIN FEATURES OF THE DRAINPIPE TECHNOLOGY. THE COMPANY WILL HAVE NO LIABILITY FOR ANY CHANGE TO THE DRAINPIPE TECHNOLOGY OR ANY SUSPENSION OR TERMINATION OF ACCESS TO OR USE OF THE DRAINPIPE TECHNOLOGY BY THE DRAINPIPE LICENSEE.

– END SECTION 4 –

********************************

SECTION 5: LIMITATIONS OF LIABILITY AND DAMAGES

5.1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY ANY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE TO THE DRAINPIPE LICENSEE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR: LOSS OF BUSINESS OR GOOD WILL, WORK STOPPAGE, LOSS OF INFORMATION OR DATA, LOSS OF REVENUE OR PROFIT, OR COMPUTER FAILURE, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE OR FAILURE OF THE DRAINPIPE TECHNOLOGY, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

5.2 LIMITATIONS ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY ANY APPLICABLE LAW, THE LIABILITY OF COMPANY TO LICENSEE FOR ANY CLAIM WHATSOEVER RELATED TO THE DRAINPIPE TECHNOLOGY SHALL NOT EXCEED $100.00 U.S. DOLLARS. COMPANY IN NO EVENT SHALL BE LIABLE TO THE DRAINPIPE LICENSEE FOR ANY CLAIMS OR DEMANDS BROUGHT AGAINST THE DRAINPIPE LICENSEE BY ANY THIRD PARTY REGARDLESS OF WHETHER THE COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS.

– END SECTION 5 –

********************************

SECTION 6: INDEMNITIES

6.1 Indemnity for Drainpipe Technology. The Company agrees to defend, indemnify, and hold the Drainpipe Licensee harmless from and against any and all claims, expenses (including, without limitation, reasonable attorneys’ fees and costs), and damages based on or arising out of any claim by a Third Party that the Drainpipe Technology infringes or misappropriates any intellectual property rights of such Third Party, except to the extent such claims arise from:

(a) Any act or omission by the Drainpipe Licensee hereunder; AND

(b) Any modifications of the Drainpipe Technology by anyone other than Company.

The Drainpipe Licensee shall notify the Company of any such claim within ten (10) days of receiving notice from the Third Party, and shall provide the Company with the sole right to defend, negotiate and settle such claim. The Company has the right at any time, at its option and expense, to procure the right to continue to commercially offer the Drainpipe Technology which may infringe or misappropriate Third Party’s rights, or to modify the Drainpipe Technology in a way to avoid such infringement or misappropriation.

6.2 Indemnity for Drainpipe Licensee’s Acts. The Drainpipe Licensee agrees to defend, indemnify, and hold the Company harmless from and against any and all claims, expenses (including, without limitation, reasonable attorneys’ fees and costs), and damages based on or arising out of:

(a) Any false or misleading statements made by or on behalf of the Drainpipe Licensee with respect to the Drainpipe Technology, except for statements that are a direct and correct reference to advertisements of Drainpipe Technology provided by Company;

(b) Any breach of this Drainpipe Website Term of Service by the Drainpipe Licensee;

(d) Any violation of any applicable law and regulation associated with the use of the Drainpipe Technology by the Drainpipe Licensee;

(e) Any violation of rights of a Third Party by the Drainpipe License associated with the use of the Drainpipe Technology by the Drainpipe Licensee; AND

(f) Any dispute between the Drainpipe Licensee and a Third Party based on the use of the Drainpipe Technology by the Drainpipe Licensee.

6.3 Mutual Indemnification. Each Party (as the “Indemnitor Party”) agrees to defend, indemnify and hold the other Party (as the “Indemnified Party”) harmless from and against any claims, expenses and damages based upon the willful misconduct of the Indemnitor Party constituting a material breach or violation of this Drainpipe Website Term of Service. The Indemnitor Party shall pay resulting reasonable costs, damages, and attorney fees finally awarded against the Indemnified Party by a court of competent jurisdiction.

6.4 Cooperation of Indemnitee. The Indemnified Party, at the Indemnitor Party’s cost, shall cooperate with and provide reasonable assistance to the Indemnitor Party upon request. The Indemnified Party further agrees that it will cooperate with the Indemnitor Party to minimize the potential liability under any claim by a Third Party, including but not limited to discontinuation or modification of the Drainpipe Technology or activity claimed to be a violation of the Third Party’s rights.

6.5 Conditions to Indemnification. The foregoing indemnities are in addition to rights otherwise arising hereunder, and are expressly contingent on:

(a) the Party seeking indemnity providing prompt notice to the Indemnitor Party of any claim, demand, or cause of action for which indemnity is sought, and

(b) the Indemnitor Party having the right to fully control the defense, negotiations or settlement of any and all such claims, demands, or cause of action.

– END SECTION 6 –

********************************

SECTION 7: TERM AND TERMINATION

7.1 Term of Drainpipe Service License. The Drainpipe Service License shall commence upon the acceptance of this Drainpipe Website Term of Service by the Drainpipe Licensee, and shall have a term commensurate with the Drainpipe Licensee’s use of the Drainpipe Technology as expressed in this Drainpipe Website Term of Service.

7.2 Termination for Cause. Without prejudice to any other rights in this Drainpipe Website Term of Service, the Company may terminate this Drainpipe Service License if the Drainpipe Licensee fails to comply with any term or condition of this Drainpipe Website Term of Service.

7.3 Survival of Provisions. The provisions of this Drainpipe Website Term of Service that by their nature survive the term of this Drainpipe Website Term of Service include, but are not limited to, the provisions of Sections 1-6 and shall continue to have full force and effect even after the termination of a Drainpipe Service License for any reason.

– END SECTION 7 –

********************************

SECTION 8: MISCELLANEOUS

8.1 DRAINPIPE WEBSITE TERMS OF SERVICE REVISION. The Company may revise the Drainpipe Website Terms of Service at any time without any prior notice to the Drainpipe Licensee. Nonetheless, the Company will exert commercially reasonable efforts to notify the Drainpipe Licensee of any material changes to this Drainpipe Website Terms of Service.

8.2 Notices. Any communications from the Draft Licensee to Company hereunder shall be in writing (by mail or verified-delivery overnight courier), postage or transmission costs prepaid, and shall be addressed to the Company at the Company Notice Address as set forth below. Any such communication shall be deemed properly given upon the earlier of refusal of delivery by the Company or when received by the Company.

Until changed by written notice given in accordance with the terms of this Drainpipe Website Term of Service, the Company Notice Address shall be as follows:

Company Notice Address: DRAINPIPE FOUNDATION LLC, 1648 Taylor Road, #473, Port Orange, Florida 32128

8.3 Non-Assignment. The Draft Licensee may not assign the Drainpipe Service License to any Third Party. The Drainpipe Licensee therefore acknowledges and agrees that any attempt by the Drainpipe Licensee to assign any of the rights, duties, or obligations of this Drainpipe License to a Third Party is null and void.

8.4 Severability. If any provision or provisions of this Drainpipe Website Term of Service shall be held to be invalid, illegal, or unenforceable, such provision(s) shall be considered stricken from this Drainpipe Website Term of Service, and the validity, legality, and enforceability of the remaining provisions of this Drainpipe Website Term of Service shall not in any way be affected or impaired thereby.

8.5 Applicable Law and Consent to Jurisdiction. This Drainpipe Website Term of Service shall be deemed to be made in the State of Florida and shall in all respects be exclusively interpreted, construed, and governed by and in accordance with the substantive laws of the State of Florida without regard to principles of conflicts of law. The Licensee hereby consents to the personal jurisdiction and venue of the courts of the State of Florida having proper subject matter jurisdiction.

8.6 No Waiver. Company shall not, by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the Licensee of any of the provisions of this DPIO TOS. Further, any waiver by Company of a particular breach of this DPIO TOS by the Licensee shall not be construed as nor constitute a continuing waiver of such breach or of breaches of the same or other provisions of this DPIO TOS.

8.7 Force Majeure. Neither Party shall be in default if, and to the extent, its failure to perform any obligation hereunder is caused solely by supervening conditions beyond that Party’s reasonable control; provided, however, that in order to avail itself of the excuse from performance under this Drainpipe Website Term of Service, the Party seeking such excuse shall demonstrate diligence in notifying the other Party and in attempting to remedy any such supervening conditions.

8.8 Entire Drainpipe Website Term of Service. The Parties hereto acknowledge and agree that this Drainpipe Website Term of Service is the complete and exclusive statement of agreement concerning the subject matter hereof between the Company and the Drainpipe Licensee, and supersedes all prior understandings and other communications between The Company, Licensee and any Third Party relating hereto. This Drainpipe Website Term of Service may be amended only by a subsequent writing that specifically refers to this Drainpipe Website Term of Service and that is signed by both Parties.

8.9 Section Headings. The section headings used in this Drainpipe Website Term of Service are for convenience only, and are not to be construed as otherwise limiting the provisions set forth herein.

8.10 Remedies. The Parties agree that any breach of the provisions of this Drainpipe Website Term of Service may cause in irreparable harm to the non-breaching Party for which damages will be difficult to determine. Consequently, in the event of such a breach, the non-breaching Party will be entitled, in addition to any other remedies available at law, to seek injunctive or other equitable relief without any requirement to post a bond.

– END SECTION 8 –

END OF DRAINPIPE WEBSITE TERM OF SERVICE