Welcome to Platypus Platform!
1. License Grant. The Platypus Products are owned by Platypus and are licensed, not sold, to you. Platypus grants to you a personal, nonexclusive, non transferable, limited license (without the right to sublicense) to access and use the Platypus Products subject to the limitations set forth in these Terms, any relevant registration form or ordering document provided by Platypus (“Order Form”) and any and all other terms and policies set forth in the Platypus Products. You acknowledge that the Platypus Products are hosted by or on behalf of Platypus in the cloud and made available to you via remote access and no physical copy of the Platypus Products will be made available to you.
2. Use of Platypus Products.
A. Registration: You are required to register and create an account to use the Platypus Products (“Account”). You agree that you will maintain and update your registration and account information to ensure it is current, complete and accurate and that we have the right to terminate your Account and use of the Platypus Products if you provide untrue, incomplete or inaccurate information.
B. Your Responsibilities: You are responsible for providing the equipment and services that you need to access, download, install and use the Platypus Products. Platypus does not guarantee that the Platypus Products are accessible on any particular equipment or device or with any particular software or service plan.You are responsible for all activities that occur through your Account, whether or not authorized by you. Please do not share your Account or any of its information with any other person that you have not verified or trust.You will use the Platypus Products only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the Platypus Products. You agree that you will not use the Platypus Products for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the Platypus Products if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.If you use the Platypus Products on your mobile device, you are solely responsible for all message and data fees charged by your wireless service provider. Please contact your mobile service provider for pricing plans and details. Platypus is not liable for any delays, interruptions or other transmission errors related to your device, service or wireless service provider.Except as specifically permitted in these Terms or expressly authorized in writing by Platypus, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify or time-share the Platypus Products; (b) use any of the Platypus Products in any service bureau arrangement or on behalf of any third party; (c) reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify any of the Platypus Products; or (d) permit any third party to engage in any of the acts described in clauses (a) through (c).You are not permitted to: (a) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the Platypus Products; (b) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the Platypus Products; (c) use any means to discover the source code of the Platypus Products or to discover the trade secrets in the Platypus Products; or (d) otherwise circumvent any functionality that controls access to or otherwise protects the Platypus Products.You are responsible for complying with all laws, rules and regulations that apply to your use of the Platypus Products. You may not, nor may you allow others, to directly or indirectly, do any of the following for any reason:
• access and/or use anyone else’s account registration information, or access and/or use the Platypus Products by use of anyone else’s account/profile and/or account registration information;
• authorize or permit anyone else to access and/or use your account registration information, or access, visit and/or use the Platypus Products by use of your account/profile and/or registration information or impersonate, imitate or pretend to be somebody else;
• except as permitted by us, make any commercial, advertising, promotional, or marketing use of the Platypus Products;• post, upload, transmit, send or otherwise make available on or through the Platypus Products any content that constitutes junk mail, spam, pyramid schemes, chain letters, phishing, advertising, and/or commercial offers;
• use any bots, cheats, macros, scripts, or any form of auto-responder, or use any other automated process;
• engage in personal attacks, use any language that is, or post, upload, transmit, send or otherwise make available on or through the Platypus Products any content about an individual that is, abusive, intimidating, bullying, harassing, hateful, violent, or that victimizes, degrades, defiles or disparages an individual, on or through the Platypus Products;
• use any language that is, or post, upload, transmit, send or otherwise make available on or through the Platypus Products any content about a group that is, hateful, violent, or that victimizes, degrades, defiles or disparages any group based on race, gender, religion, national origin, disability, sexual orientation, or age, or otherwise engage in what we deem to be racism, sexism, ageism, religious intolerance, bigotry, ethnic slurs, or homophobia;
• use any language, or post, upload, transmit, send or otherwise make available on or through the Platypus Products any content that may or is intended to enable, authorize, instruct, encourage, assist, suggest, or promote activities that incite violence, constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal, provincial, national, international, or foreign law, rule or regulation, including without limitation defamation, child pornography, fraud, or invasion of privacy;
• use any language that is, or post, upload, transmit, send or otherwise make available on or through the Platypus Products any content that is pornographic, obscene, sexually explicit, perverse, illicit, indecent, lewd, or lascivious;
• post, upload, transmit, send or otherwise make available on or through the Platypus Products any content that you are bound to not disclose, by agreement, contract, fiduciary duty, employment relationship, or otherwise, such as insider information, proprietary and/or confidential information, or trade secrets; or
• post, upload, transmit, send or otherwise make available on or through the Platypus Products any content that infringes, violates, or breaches the copyright, trademark, trade secret or any other personal or proprietary right of us, our licensors, vendors, other users, and/or any third party;
C: Our Responsibilities: Platypus is responsible for providing the Platypus Products in accordance with these Terms.We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security, confidentiality and integrity of information that you provide to or through the Platypus Products (including Your Content as defined in Section 3 below).Platypus reserves the right but is not obligated to improve, enhance or modify the Platypus Products. We will notify you in advance of changes to the Platypus Products that may significantly adversely affect the manner in which you use the Platypus Products or the manner in which the Platypus Products perform.Platypus is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, web sites, software, services and other materials of third parties with which you may interact when you use the Platypus Products (collectively, “Other Services”). Other Services include third party services and applications that may be offered via the Platypus Products. YOU ACCESS OTHER SERVICES ENTIRELY AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF OTHER SERVICES.
D. Availability: We use commercially reasonable efforts to make the Platypus Products available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware or service not provided by us, emergency maintenance and/or any cause beyond our reasonable control (including without limitation nature disasters, wars, terrorist act, civil disturbances, acts of any government or agency thereof, strikes or other labor problems, Internet service or other third party service providers’ failures or delays and systemic electrical, telecommunications or other utility outages or failures).
E. Limitations: We may set limits on your use of the Platypus Products from time to time, such as limits on the size and amount of Your Content that you may upload and store in the Platypus Products.
3. Your Content. The Platypus Products allow you to upload and transmit certain information and other content to and through the Platypus Products (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content. You understand that Platypus will use Your Content to provide the Platypus Products to you and will make Your Content available to third parties at your request through your use of the Platypus Products.
You have or will obtain all rights necessary to provide Your Content to Platypus and you hereby grant Platypus a worldwide license to use, reproduce, transmit, display and adapt your Content as necessary for Platypus to provide the Platypus Products to you in accordance with these Terms.
4. FeesYou shall pay Platypus for the fees for Platypus Products as outlined and agreed to during your registration / application process.Platypus does not store, process or transmit any of your bank account data but relies entirely on third parties to handle these functions. You must comply with such third party’s terms made available to you.
To access the Platypus Products, you will be required to link your Business account(s) through a third party service provider Plaid and agree to Plaid’s Terms and Conditions which will be provided to you during the registration / application process. If you do not agree to Plaid’s terms, then please do not sign up for the Platypus Product.Payments for Platypus Products are due in accordance with the terms agreed to during the registration / application process.
Fees will be automatically withdrawn via ACH from the linked Business account approved by you during the registration / application process. These ACH withdrawals may be completed using a third-party service provider Dwolla and may be subject to the Dwolla Terms & Conditions as outlined and agreed to during your application process. If you do not agree to Dwolla’s terms, then please do not sign up for the Platypus Products.You may cancel your subscription to the Platypus Products at any time. To cancel your subscription, please email email@example.com. Any cancellation would take effect at the end of the current month and no refunds shall be provided.If payment in full of any amount owed to Platypus under these Terms is not received by Platypus after such payment has become due Platypus may suspend your access to the Platypus Products and/or terminate your account as described below.
Platypus may change its fees and pricing at any time upon notice to you; provided that we will give you no less than 60 days prior notice of such change. If you do not agree with such new or revised pricing or fees your sole remedy shall be to cancel your subscription.
5. Warranties. We warrant that we have validly entered into these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents and permissions to use Your Content with the Platypus Products.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATYPUS PRODUCTS ARE LICENSED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR ALL RISK OF USING THEM. PLATYPUS, ON BEHALF OF ITSELF, AND ITS AFFILIATES, VENDORS, AGENTS, AND SUPPLIERS (“DISTRIBUTORS”), GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS UNDER OR IN RELATION TO THE PLATYPUS PRODUCTS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, PLATYPUS AND ALL DISTRIBUTORS EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PLATYPUS DOES NOT WARRANT THAT (A) THE PLATYPUS PRODUCTS WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE PLATYPUS PRODUCTS WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE PLATYPUS PRODUCTS WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATIONS OR ANY PARTICULAR SYSTEMS OR DEVICES, OR (D) DEFECTS IN THE PLATYPUS PRODUCTS WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY PLATYPUS OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
6. Limitation of Liability. PLATYPUS’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE DELIVERY, USE OR PERFORMANCE OF THE PLATYPUS PRODUCTS OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE GREATER OF $25.00 (USD) OR THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT; PROVIDED THAT IN NO EVENT SHALL PLATYPUS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE GREATER OF $25.00 (USD) OR THE TOTAL AMOUNT PAID BY YOU HEREUNDER.IN NO EVENT WILL PLATYPUS BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PLATYPUS PRODUCTS OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF PLATYPUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE NOT TO SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM ANY DISTRIBUTOR.
You agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms of these Terms and that Platypus would not be willing to grant you the rights set forth in these Terms but for your agreement to these limitations of liability.
7. Ownership. The Platypus Products, including the "look and feel" (e.g., text, graphics, images, logos), content and other material, are protected under copyright, trademark and other laws. You acknowledge and agree that Platypus owns all right, title and interest in and to the Platypus Products (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Platypus’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. Any and all (a) suggestions for correction, change and modification to the Platypus Products, evaluation data, evaluations and other feedback (including but not limited to quotations of written or oral feedback, information and reports provided to Platypus by you (collectively, “Feedback”)), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by Platypus or otherwise relating to the Platypus Products (collectively, “Revisions”), are and will remain the property of Platypus. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Platypus Products or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Platypus and Platypus may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Platypus any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by Platypus, you will execute any document, registration or filing required to give effect to the foregoing assignment. In addition, Platypus shall have the right to copy, use, distribute, and display any information, analysis, statistics and other data generated by the Platypus Products (or derived from your use of the Platypus Products), including compilation of aggregated statistics about the Platypus Products; provided, however, that Platypus shall not publicly disclose or distribute any such data unless such data is in an aggregated form that would not permit a third party to identify the data as associated with you.
8. Indemnification. You agree to indemnify and defend Platypus and its affiliates, directors, officers, employees and agents from and against all Claims brought against Platypus by any third party arising from your use of the Platypus Products or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. Platypus reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of Platypus may be made without Platypus’s prior written approval.
9. Modifications to Terms. We may modify these Terms at any time by posting new Terms and notifying you of such new or revised Terms. Such new or revised Terms will not be applicable until sixty (60) days after we notify you. If you do not agree with such new or revised Terms your sole remedy shall be to cancel your subscription.
10. Termination. Either Party may terminate your Subscription and use of the Platypus Products immediately in the event of a material breach of this Agreement that is not cured within ten (10) days of written notice from the other Party. Upon termination, you will cease all use of the Platypus Products and will destroy any copy (full or partial) of any and all parts of the Platypus Products in your possession or control. Upon termination we will be under no obligation to store Your Content or make Your Content available to you and will delete Your Content from the Platypus Products in accordance with our then current policies. Termination will not limit any of Platypus’s or your other rights or remedies at law or in equity. This Section 10 along with all other provisions which by their nature are reasonably intended to survive termination,
11. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Platypus Products and/or other information or materials provided by Platypus hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at your sole expense, with all applicable United States export laws and regulations. You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
12. U.S. Government Restricted Rights. The Platypus Products are “commercial computer software” and “commercial computer software documentation” as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Platypus Products by or on behalf of the U.S. Government is subject to restrictions as set forth in these Terms.
13. Taxes. You are solely responsible for any and all duties, taxes, VAT, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the Platypus Products by any authority.
14. Remedies. You agree that a breach or a threatened breach of these Terms will cause injury to Platypus for which money damages will not provide an adequate remedy and Platypus will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
Platypus Platform Inc.
Suite 500, 111 Congress AvenueAustin,