Effective Date: The effective date of this Agreement is the date on which You purchase, pay for, and deploy the Software to a single production Microsoft 365 tenant.
This End User License Agreement (“Agreement”) is a legal agreement between you (“User” or “You”) and JAMN Ventures, LLC, a California limited liability company doing business as Privion (“Privion,” “Company,” “We,” “Us,” or “Our”), governing your access to and use of the LightPath Intranet software (“Software”), provided as a Software-as-a-Service (SaaS) on a subscription basis.
By accessing or using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to these terms, do not access or use the Software.
1. Grant of License
1.1 License. Subject to Your compliance with the terms of this Agreement, Privion grants You a non-exclusive, non-transferable, revocable, and limited license to access and use the Software solely for Your internal business purposes on a single production Microsoft 365 tenant. This license also grants permission to deploy the Software to up to two (2) additional non-production Microsoft 365 tenants for testing and development purposes.
1.2 Restrictions. You shall not:
- Modify, adapt, or create derivative works of the Software;
- Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Software;
- Rent, lease, sublicense, distribute, or transfer the Software to any third party;
- Use the Software for any purpose that violates applicable laws or regulations;
- Circumvent or disable any security or other technological features of the Software.
2. Subscription and Payment
2.1 Subscription. The Software is provided on a subscription basis. Subscription plans, fees, and billing terms are as outlined in a separate Order Form or Agreement executed between You and Privion.
2.2 Payment Terms. Payment for subscriptions is due in accordance with the terms specified in the Order Form. Failure to make timely payments may result in suspension or termination of access to the Software.
2.3 Renewal and Cancellation. Unless otherwise specified, subscriptions will automatically renew at the end of the subscription term. You may cancel Your subscription in accordance with the terms specified in the Order Form.
3. Ownership and Intellectual Property
3.1 Ownership. The Software, including all associated intellectual property rights, is and remains the property of Privion or its licensors. No ownership rights are transferred to You under this Agreement.
3.2 Feedback. Any suggestions, enhancements, or feedback provided by You regarding the Software shall be deemed the property of Privion, and We may use such feedback without any obligation to You.
4. Confidentiality
4.1 Confidential Information. The Software, including its features and functionalities, constitutes the confidential information of Privion. You agree to maintain the confidentiality of the Software and not disclose it to any third party without Our prior written consent.
4.2 Exceptions. Confidential Information does not include information that:
- Is publicly available without breach of this Agreement;
- Was lawfully known to You prior to disclosure by Us;
- Is lawfully disclosed to You by a third party without restriction.
5. Data Privacy
5.1 Data Collection and Use. Privion may collect and process data related to Your use of the Software. Such data will be handled in accordance with Our Privacy Policy, available at https://priviontech.com/privacy, which is incorporated herein by reference.
5.2 User Data. You retain ownership of any data You input into the Software (“User Data”). You grant Privion a limited license to use User Data solely to provide and improve the Software.
5.3 Compliance with Data Protection Laws. Privion’s processing of Personal Data on Your behalf is governed by the Data Processing Agreement entered into between the Parties or otherwise made available by Privion (the “DPA”), which is incorporated herein by reference. Without limiting the DPA, Privion acts as a Service Provider under the California Consumer Privacy Act and California Privacy Rights Act and will not sell or share Personal Information, will not retain, use, or disclose Personal Information for any purpose other than the business purposes specified in the Order Form or this Agreement, and will not combine Personal Information received from You with Personal Information from any other source. You are responsible for ensuring that Your use of the Software complies with Data Protection Laws applicable to You.
6. Warranties and Disclaimers
6.1 Limited Warranty. Privion warrants that the Software will substantially conform to its documentation under normal use.
6.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Limitation of Liability
7.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIVION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap on Liability. PRIVION’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.3 Indemnity. You agree to indemnify and hold Privion harmless from any claims, losses, or damages arising out of or related to Your use of the Software in violation of this Agreement or applicable laws.
8. Term and Termination
8.1 Term. This Agreement remains in effect for the duration of Your subscription term.
8.2 Termination by Privion. We may terminate this Agreement immediately if You breach any of its terms.
8.3 Termination by You. You may terminate this Agreement by ceasing use of the Software and canceling Your subscription.
8.4 Effect of Termination. Upon termination, Your license to use the Software shall immediately cease, and You must destroy all copies of the Software in Your possession.
9. Governing Law and Dispute Resolution
9.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.
9.2 Dispute Resolution. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in San Diego, California, in accordance with the rules of the American Arbitration Association.
10. General Provisions
10.1 Entire Agreement. This Agreement constitutes the entire agreement between You and Privion regarding the Software and supersedes all prior agreements.
10.2 Amendments. Privion may update this Agreement from time to time. Continued use of the Software constitutes acceptance of the updated terms.
10.3 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
10.4 Assignment. You may not assign or transfer this Agreement without Privion’s prior written consent.
10.5 Notices. All notices under this Agreement shall be in writing and delivered to the addresses specified in the Order Form or as otherwise communicated.
10.6 Force Majeure. Privion shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, natural disasters, or cyberattacks.
10.7 Divestiture. In the event Privion is acquired, merged, or otherwise undergoes a divestiture, the successor entity shall assume the obligations under this Agreement. Privion will notify You of any such event and ensure that Your rights under this Agreement are preserved.
10.8 Software Escrow. Privion may, at its discretion or upon mutual agreement, establish a software escrow arrangement with a third party to protect Your access to the Software. If Privion ceases operations or is unable to provide support for the Software, You may obtain access to the escrowed source code under the terms of the escrow agreement.
Contact Information
For any questions regarding this Agreement, please contact:
JAMN Ventures, LLC dba Privion
13517 Sierra Rosa Trl
San Diego, CA 92130
Email: support@priviontech.com
Phone: 888-600-2236