This End User License Agreement (“Agreement”) is a legal agreement between you (“User” or “Customer”) and PileTech, LLC, a New Jersey limited liability company (“Piled,” “we,” “us,” or “our”), governing your use of the Piled application and related services (“App”). By accessing, downloading, or using the App or providing your information to Piled, you agree to be bound by this Agreement. If you do not agree, do not use the App.
Subject to the terms and conditions contained herein, Piled grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use a single copy of the Piled App within the United States solely for internal business purposes relating to solar foundation installation projects, subject to this Agreement. Apart from the license expressly granted herein, no license or other right is granted by Piled to you under this Agreement, either directly or by implication, estoppel, or otherwise (including, but not limited to, the right to prepare derivative works of the App). You shall have no right or access to the source code of the App other than the application programming interfaces (API's), if any, for certain application program interfaces and features that are included with the App. All rights not specifically granted to you in this Agreement are reserved by Piled.
Piled retains all rights, title, and interest in and to the App, including all associated intellectual property. Customer is granted no ownership rights or title to the App. You acknowledge that the App uses trademarks, copyrights, trade secrets and other proprietary material the rights to which are owned or licensed by Piled, its affiliates, third party licensors or suppliers, and that such proprietary rights are protected by law, including U.S. copyright laws, patent laws and international treaty provisions. You shall not have or obtain any right, title, or interest to the App except as provided in this Agreement, and further shall secure and protect the App consistent with the maintenance of Piled’s proprietary rights therein. You agree that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair Piled's ownership or rights in and to the App, and further that you shall not contest or challenge, or take any action inconsistent with, or that may damage or impair the ownership or intellectual property rights of, App in the App, or of Piled's licensors with respect to any third party software. You shall not use the App except as is expressly authorized in this Agreement.
Customer shall not: (i) copy, reproduce, modify, decompile, reverse engineer, or create derivative works of the App; (ii) sell, rent, lease, sublicense, distribute, or otherwise exploit the App; (iii) attempt to gain unauthorized access to systems or data associated with the App; (iv) use the App outside of the United States without Piled’s prior written consent; or (v) otherwise use the App except as expressly allowed under the terms and conditions referenced at the end of this Agreement, incorporated herein by reference (the “T&Cs”). In the event of any inconsistencies or conflicts between the provisions herein, and the T&Cs, or any other agreements entered into in connection with providing the services, precedence shall apply as follows: (i) first, the applicable quote provided by Piled to you; (ii) next, the T&Cs and (iii) third, this Agreement. You acknowledge that the App contains valuable trade secrets of Piled and you agree to use your best efforts to maintain the confidentiality of the App using at least the same degree of care you use with your own confidential information, but no less than reasonable care.
Customer is solely responsible for ensuring the accuracy, completeness, and integrity of all data entered into the App; complying with all applicable laws, rules, and regulations; and protecting login credentials and device security. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU SHALL (I) USE ALL COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT YOUR EMPLOYEES COMPLY WITH THE TERMS OF THIS AGREEMENT; (II) NOT MODIFY, ENHANCE, DECRYPT, EXTRACT, ADAPT, TRANSLATE, ALTER, DELETE, DISASSEMBLE, DECOMPILE OR OTHERWISE REVERSE ENGINEER THE APP OR ANY PART THEREOF, OR ANY APPLICATION ENABLER OR GRANT ANY OTHER PERSON OR ENTITY THE RIGHT TO DO SO OR TAKE ANY ACTION THAT WOULD ASSIST ANY OTHER PERSON OR ENTITY IN DOING SO AND WILL PROMPTLY NOTIFY PILED OF ANY INFORMATION THAT ANY OTHER PERSON OR ENTITY IS OR IS ATTEMPTING TO COPY, REVERSE ENGINEER, DISASSEMBLE, DECOMPILE, TRANSLATE OR MODIFY THE APP; (III) NOT INSERT, DELETE, REPLACE, CHANGE OR OTHERWISE ALTER ANY FILES IN THE APP OR APPLICATION ENABLER; (IV) NOT MODIFY, CHANGE, PREPARE DERIVATIVE WORKS OF OR OTHERWISE ALTER ANY BINARY CODE FILES INCLUDED WITH THE APP; (V) NOT LOAN, RENT, LEASE, GIVE, SUBLICENSE, TRANSFER, PUBLISH, DISCLOSE, DISPLAY, PROVIDE ACCESS TO, OR OTHERWISE MAKE AVAILABLE THE APP, IN WHOLE OR IN PART, TO ANY OTHER THIRD PARTY OR ENTITY; (VI) NOT MODIFY ANY APPLICATION PROGRAMMING INTERFACE, INCLUDING MODIFYING ANY APPLICATION PROGRAMMING INTERFACE BY CREATING ADDITIONAL CLASSES WITHIN ANY INTERFACE OR OTHERWISE CAUSING THE ADDITION TO OR MODIFICATION OF THE CLASSES IN AN INTERFACE, (VII) NOT INCORPORATE ANY CODE INCLUDED WITH THE APP OR ANY DOCUMENTATION IN ANY DEVELOPER PRODUCT, AND (VIII) OBTAIN AND MAINTAIN, AT YOUR OWN EXPENSE, ALL COMPUTER HARDWARE, APP, AND OTHER COMMUNICATION EQUIPMENT NECESSARY TO USE THE APP.
THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, OR QUIET ENJOYMENT TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. PILED EXPRESSLY DISCLAIM ANY WARRANTIES THAT MAY BE IMPLIED FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. FURTHER, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PILED MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF THE APP, AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT (1) THE APP WILL OPERATE IN COMBINATION WITH OTHER ITEMS, EQUIPMENT, SOFTWARE, SYSTEMS OR DATA EXCEPT, (2) THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR ERROR FREE, OR (3) ERRORS IN THE SOFTWARE, IF ANY, WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PILED, OR THEIR AGENTS OR EMPLOYEES SHALL CREATE OR FORM THE BASIS OF ANY WARRANTY OF ANY KIND.
IN NO EVENT SHALL PILED, ITS AFFILIATES, SUPPLIERS OR THIRD PARTY LICENSORS, OR THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENT, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, INCLUDING, BUT NOT LIMITED TO, THE USE BY YOU OF THE APP, WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF PILED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Piled’s total cumulative liability to Customer arising out of or relating to this Agreement shall not exceed the lesser of: (i) the fees actually paid by Customer to Piled in the twelve (12) months immediately preceding the event giving rise to the claim; (ii) fifty thousand dollars ($50,000); or (iii) the dollar value of the impacted project.
Customer retains ownership of all data input into the App. Unless Customer maintains an active paid storage subscription, Piled does not guarantee the storage, backup, or retention of data. However, Customer data will remain available for at least ninety (90) days from the date a project is designated “Inactive,” either by Customer selection of the inactive setting or by absence of data modification for ninety (90) consecutive days. Upon project decommissioning, Piled shall export all project data into CSV format and store it in an offline backup for at least three hundred sixty-five (365) days. Customer may request a copy of such backup during this period.
Customer shall indemnify, defend, and hold harmless Piled, its affiliates, officers, directors, and employees against any third-party claims arising from: (i) misuse of the App; (ii) violation of applicable laws or third-party rights; or (iii) claims relating to Customer’s data, projects, or content.
Piled shall have no liability or indemnification obligations to the extent a claim arises from: (a) modifications to the App not made by Piled; (b) use of the App in combination with unauthorized hardware, software, or data; or (c) use outside the scope of the license granted herein.
Piled shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, acts of civil or military authorities, pandemics, labor disputes, shortages, and failures of internet services or telecommunications.
Customer represents and warrants that it is not located in, under control of, or a national or resident of any restricted country, and agrees to comply with all U.S. export control laws and regulations.
This Agreement is effective upon your clicking of the “ACCEPT” box. Piled may terminate or suspend Customer’s access to the App immediately, without prior notice or liability, for breach of this Agreement. Customer may terminate this Agreement upon thirty (30) days’ written notice if Piled fails to cure a material breach within such time period. Upon termination, all licenses granted shall immediately cease. Notwithstanding the reason for termination of this Agreement by you or Piled, under no circumstances will Piled be obligated to provide any refunds of any portion of any amounts paid by you in connection with this Agreement or the App. All provisions of this Agreement except for rights granted under Section 1 will survive termination and continue in effect.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law provisions.
Any dispute arising under or relating to this Agreement shall be submitted to confidential binding arbitration under the rules of the American Arbitration Association. Arbitration shall take place in New Jersey; provided, however, that either party may bring claims in small claims court in the state of Customer’s residence. All proceedings shall be conducted solely on an individual basis and not in a class, consolidated, or representative action.
Piled reserves the right to modify or replace this Agreement. Piled will provide Customer at least thirty (30) days’ advance written notice of any material updates. Customer’s continued use of the App following such notice constitutes acceptance of the revised Agreement. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.
The App, including but not limited to its code, features, structure, user interface, data architecture, and business processes, constitutes confidential and proprietary information owned by Piled. Customer shall not copy, replicate, reverse engineer, disassemble, or decompile any part of the App; use any portion of the App to create or attempt to create a competing product or service; or circumvent Piled to develop, authorize, fund, or otherwise initiate a substantially similar product or derivative work.
In the event of a breach of Section 15, Customer acknowledges that such breach will cause substantial harm to Piled. Accordingly, in addition to any other remedies available at law or in equity, Piled shall be entitled to immediate injunctive relief without posting bond and to recover liquidated damages of up to five hundred thousand dollars ($500,000) or proven actual damages, whichever is greater.
This Agreement constitutes the entire agreement between Customer and Piled regarding the App and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
Software and technical data rights granted to the federal government include only those rights customarily provided to end user customers. Piled provides this customary commercial license in Piled Software and technical data pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for the Department of Defense, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).
This Agreement shall be binding upon you, your successors and assignees. Customer may not assign or transfer this Agreement without the prior written consent of Piled. Notwithstanding the foregoing, Customer may assign this Agreement to a third party without requiring consent from Piled in the event of a sale, merger or other divestiture of substantially all of Customer’s assets to such third party. We may update this EULA Agreement from time to time. Material changes will be posted in the App or through other communications. Your continued use of the Services after changes are posted constitutes your acceptance.
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