Last Updated: November 6, 2013
ABOUT THIS DOCUMENT
Congratulations on discovering Piano. We’re dedicated to creating a simple and powerful set of tools to help sites create sustainable business models, and to also make it easy for people to support the content they love.
We’d like to avoid any misunderstandings or legal problems in the process of providing our service, so we’ve drafted this document to make sure we and our clients are on the same page. You should make sure to review it carefully before getting started. If you’ve got any questions about anything in here, or anything that’s not here, please feel free to contact us.
OUR PUBLISHER AGREEMENT IS BETWEEN US AND YOU
The following Publisher Agreement describes the terms under which Piano Software, Inc. (“Piano,” “we,” “our,” or “us”) will allow you to use the Piano Service to collect revenue from Piano Transactions. This Publisher Agreement shall be effective as of the date on which Piano, Inc. (“Piano”) has accepted Publisher’s registration (the “Effective Date”). In this Publisher Agreement, the phrase “this Site” refers to our web site located at www.Piano.io, and the phrase “Piano Service” refers to the service offered at this Site that enables users to pay for Publisher Services (as defined below). “Publisher” refers to Publisher, as well as all employees, agents, and representatives of the Publisher.
WE’RE IN BETA.
The Piano Service is currently offered as a public beta. While we will make efforts to ensure that the Piano Service is stable and provided in an error-free fashion, certain technical issues may appear from time to time. File security and access cannot be guaranteed. Moreover, the user experience which Piano provides to end customers may change at any time. If you experience an issue with the Piano Service, or find any bugs you would like to help us squish, please contact us at support@Piano.io.
1. PIANO SERVICE; IMPLEMENTATION. Piano operates a web site currently located at Piano.io (the “Piano Site”) that enables users (“Customers”) to pay for content and/or data, text, graphics, and other materials (“Publisher Services”) offered or made available at, or otherwise enabled by, the Publisher’s web site (and its constituent pages) (the “Publisher Site”), for the benefit of the Customer, for which Publisher charges a fee to such Customer (the “Piano Service”). Piano makes the Piano Service available for use on the Publisher Site by way of certain software code, such as APIs (“Piano Software”), provided by Piano to Publisher. Piano hereby grants to Publisher a non-exclusive, limited, revocable, non-transferable right to: i) reproduce the Piano Software for the purposes of incorporating the Piano Software into the Publisher Site, in order to make the Piano Service available on the Publisher Site; and ii) access the Piano Service through the Piano Site. Publisher acknowledges that Piano owns and will retain all rights in and to the Piano Software and the Piano Service (collectively, “Piano IP”), and Publisher receives no rights to the Piano IP except as expressly set forth herein. Specifically, Publisher may not distribute, display or prepare derivatives of the Piano IP for any purpose.
2. Transaction Fees. From each transaction in which a Customer purchases Publisher Service(s) through the Piano Service (each, a “Piano Transaction”), Piano shall withhold a transaction fee consistent with the schedule published at http://Piano.io/pricing. Piano reserves the right to change this pricing, for any reason and at any time, without notice and at its sole discretion.
Publisher’s share of revenues received from each Piano Transaction will be made available for withdrawal beginning thirty (30) days after the transaction date. Funds can be transferred in the as a company check or as a Paypal transfer. If the Publisher is based outside of the U.S., funds must be transferred via a bank wire. The associated charge for the bank wire will be passed through and deducted from Publisher funds.
Publisher will be responsible for, and will remit, any sales, use or other tax related to Piano Transactions, exclusive of taxes on Piano’ income.
3. LICENSE TO PUBLISHER MARKS. Subject to the terms and conditions of this Agreement, Publisher grants to Piano a non-exclusive, non-transferable, royalty-free, worldwide license during the Term to use the Publisher’s name and logos (the “Publisher Marks”) strictly for purposes of promoting the authority of Piano to enable Customers to pay for Publisher Services using the Piano Service. Any use of the Publisher Marks by Piano shall be in accordance with any written trademark guidelines of Publisher that have been provided to Piano. Except as expressly set forth in this Section 2, Piano shall have no other rights in the Publisher Marks.
4. LICENSE TO PIANO MARKS. Subject to the terms and conditions of this Agreement, Piano grants to Publisher a non-exclusive, non-transferable, limited, revocable, non-transferable license to use the Piano Marks strictly for purposes of promoting the Piano Services as used in connection with the Publisher Site or for public communications and promotion directly related to the Piano Service. Any use of the Piano Marks by Publisher shall be in accordance with any written trademark guidelines of Piano that have been provided to Publisher. Except as expressly set forth in this Section 4, Publisher shall have no other rights in the Piano Marks. Publisher shall not alter the Piano Marks.
5. TERM AND TERMINATION. The term of this Agreement will begin on the Effective Date and will continue either while the Publisher continues to actively use the Piano Service, or until either party specifically terminates this Agreement, whichever comes first. Terminating the agreement does not alter Publisher’s liability for processed payments or related chargebacks. Those terms of this Agreement which, by their nature, are meant to survive termination shall so survive, including without limitation terms related to ownership of intellectual property, confidentiality, indemnification, and governing law and venue.
6. CERTAIN RIGHTS AND OBLIGATIONS OF PUBLISHER. Publisher is solely responsible for all activities required by or otherwise related to the Publisher Services, including, but not limited to, all information used in the Publisher Services, and for all fees, costs and other expenses related to such activities, including the taking and fulfillment of orders from Customers. Publisher attests that it shall deliver the Publisher Services directly to Customers and that it shall not use Piano to enable receipt of payments for anything other than the Publisher Services, nor shall Publisher use Piano to fund stored-value accounts that can be used to purchase goods or services other than the Publisher Services.
7. USER EXPERIENCE; FULL AND TIMELY PERFORMANCE. During the Term of this Agreement, Publisher shall deliver, perform or allow access to the Publisher Services, as the case may be, immediately or within such longer time frame specified to all users in accordance with the terms of any agreement(s) and policies between Publisher and the Customer. Piano will share with Publisher the email addresses of Customers who complete Piano Transactions.
8. RESPONSIVENESS TO CUSTOMERS. Publisher authorizes Piano to contact or directly communicate with any Customer concerning any sale or transaction submitted to or through Piano. Customers may submit inquiries to the Publisher through the Piano Service regarding billing, technical difficulties, and other issues regarding receipt of Publisher Services, and Publisher shall respond to such inquiries within seventy two (72) hours of receipt. In the event that Publisher fails to respond within such time, Publisher authorizes Piano to resolve the dispute on Publisher’s behalf. Piano may use any means it deems necessary to resolve customer disputes, including issuing refunds from Publisher’s balances with Piano and/or deleting that individual customer’s data.
9. COMPLIANCE. At all times during the term of this Agreement, each party shall comply with any domestic, foreign or international law, rule, regulation, or other restriction applicable to that party. Without limiting the generality of the foregoing sentence, Publisher shall not itself and shall not knowingly cause or knowingly permit a third party to: sell, upload, post, publish, transmit, reproduce or distribute in any way any content that: (a) is abusive, defamatory, or obscene, (b) is fraudulent, deceptive, or misleading; (c) contains a software virus or any other computer code, files or programs that interrupt, destroy or limit the functionality of any other computer software or hardware or telecommunications equipment; or (d) infringes any patent, trademark, trade secret, copyright or other proprietary right of any third party.
11. Anti-Money-Laundering (“AML”) and Know-Your-Customer (“KYC”) Considerations: Publisher shall not support or encourage or otherwise contribute to a transaction that Publisher knows or reasonably should know to be fraudulent. Publisher shall employ commercially reasonable efforts to assist Piano in enforcing this policy and shall notify Piano of any actual or suspected fraud or violation and/or violation of applicable Anti-Money Laundering laws. The parties agree and acknowledge that the Piano Service is not a payment transfer service.
12. REPRESENTATIONS AND WARRANTIES.
Publisher represents and warrants that it is not, and at all times during the term of this Agreement will not be, (i) an individual, business or organization located in a Restricted Nation; (ii) an individual, business or organization owned, controlled by or acting on behalf of any individual, business or organization located in a Restricted Nation; or (iii) a governmental entity in a Restricted Nation or any individual, business or organization acting on behalf of a governmental entity in a Restricted Nation. “Restricted Nation” means any jurisdiction against which the United States maintains an embargo or other economic sanctions as enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or other appropriate regulatory entity, as such embargoes or sanctions may be modified from time to time. Publisher represents and warrants that neither it nor any of its owners, officers or directors currently is listed on, not at any point during the Term will be listed on, (i) the Denied Persons List maintained by the U.S. Department of Commerce; (ii) the Unverified List maintained by the U.S. Department of Commerce; (iii) the Entity List maintained by the U.S. Department of Commerce; (iv) the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department; or (v) the Debarred List maintained by the U.S. Department of State, as each list may be amended from time to time.
13. DISCLAIMER OF WARRANTIES. PIANO DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE PIANO SERVICES. THE PIANO SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. PIANO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY PIANO, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. TO THE EXTENT THAT PIANO MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM AN IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Publisher shall indemnify, defend and hold harmless Piano, its affiliates, and each of their respective officers, directors, managers, members, shareholders, employees and agents (collectively, the “Piano Indemnitees”) from and against any and all Piano Indemnitee Losses resulting from, arising out of, or relating to: (i) any breach by Publisher of its representations and warranties herein; (ii) use of any Publisher Services by Customers; or (iii) injury or death, or damage to any property caused by or arising from the negligent acts or omissions of Publisher hereunder.
16. TECHNICAL SUPPORT; SERVICE LEVELS.
Publisher acknowledges and agrees that Piano is provided on an as-available basis, and that these terms of service do not imply an uptime guarantee. Publisher also agrees that Piano may, from time to time, need to perform routine maintenance or repair of the Piano Service or update the Piano Software, and that during such times of maintenance or repair (“Maintenance Downtime”), the Piano Service may not be available for the Publisher’s use. Piano will endeavor to minimize the length of Maintenance Downtime, and will endeavor to perform routine maintenance during non-business hours, but Piano cannot guarantee that the Piano Service will be available at all times.
Governing Law. The Agreement and any and all disputes arising directly or indirectly from the Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.
Exclusive Forum. The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York for all suits, actions or proceedings directly or indirectly arising out of or relating to the Agreement, the Piano Services, or the Piano IP, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum.
Waiver. The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
Modification. No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties.
Severability. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.
Notices. All notices, demands, and requests required or permitted to be given under this Agreement shall be in writing and delivered to the respective addresses of the parties as shown in the header to this Agreement (or to such other address as either party may furnish by a notice complying with this Section) personally, by local courier, by a nationally recognized overnight courier, or by United States certified mail, return receipt requested, postage prepaid. Notices shall be effective upon receipt.
Attorneys’ Fees. In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement which might be due to strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, government action, inability to obtain delivery of parts, supplies or labor, labor conditions, earthquakes, acts of terrorism, or any other cause which is beyond the reasonable control of such party (“Force Majeure