BY CLICKING “I AGREE”, BY REGISTERING WITH PIIANO, OR BY USING ANY PIIANO SCANNER PRODUCT, CUSTOMER ACCEPTS THESE TERMS AND AGREES TO BE LEGALLY BOUND BY THEM. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT USE THE PIIANO SCANNER PRODUCTS.
PIIANO MAY MODIFY THESE TERMS AT ANY TIME BY POSTING A REVISED VERSION ON THE PIIANO WEBSITE OR BY OTHERWISE NOTIFYING CUSTOMER. IT IS CUSTOMER’S RESPONSIBILITY TO CHECK THE PIIANO WEBSITE REGULARLY FOR MODIFICATIONS TO THESE TERMS. CUSTOMER’S CONTINUED USE OF ANY PIIANO SCANNER PRODUCT FOLLOWING ANY SUCH MODIFICATION SHALL CONSTITUTE THE CUSTOMER’S AGREEMENT TO THE MODIFIED TERMS.
(a) “Aggregated Statistics” means data and information arising from or related to Customer’s use of the Piiano Scanner Products, including without limitation, compiled statistical and performance information related to the provision and operation of the Piiano Scanner Products on Customer Data.
(b) “Authorized User” means any of Customer’s employees or independent contractors who meets both of the following conditions: (i) they are authorized by Customer to access and use the Piiano Software for Customer’s Code; and (ii) Customer has paid the applicable service fees to Piiano for their use.
(c) “Code” means source code, object code and/or any other form of software code.
(d) “Code Fragments” means selected lines of Customer’s Code which may be severed and separately retained via the Core Technology; provided, that, the quantity of Code Fragments retained by Piiano does not constitute all or substantially all of Customer’s Code.
(e) “Core Technology” means Piiano’s proprietary code analysis technology (as may be updated from time to time), which analyzes Code for purposes of identifying references to and usages of sensitive data.
(f) “Customer Data” means information, data, Code and other content, in any form or medium, that is collected from or otherwise transmitted by Customer through its use of the Piiano Scanner Products. Customer Data does not include Aggregated Statistics or Resultant Data.
(g) “Documentation” means any user manuals, handbooks, blog posts, tutorials, and guides relating to the Piiano Scanner Products that Piiano may provide to Customer, either electronically and/or in hard copy form.
(h) “Permitted Use” means use of a Piiano Scanner Product to analyze Code, only in full compliance with these Terms, solely for the benefit of Customer in the ordinary course of its internal business operations.
(i) “PII” means personally identifiable information, which is any information that may be used, either alone or in combination with other information, to personally identify an individual, including but not limited to a name, a personal profile, an email address, a home or other physical address, or other contact information.
(j) “Piiano Scanner Products” means the Piiano Software and the Services.
(k) “Piiano Software” means Piiano’s downloadable software product that includes the Core Technology.
(l) “Piiano Intellectual Property” means all intellectual property rights in the Core Technology, the Piiano Scanner Products, the Reports, and the Documentation, as well as any and all other information, data (including but not limited to Resultant Data), meta data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided, used, developed or received by Piiano or any subcontractor of Piiano in connection with or derived from the Piiano Scanner Products. Notwithstanding the above, Piiano Intellectual Property excludes Customer Data.
(m) “Report” means any report that a Piiano Scanner Product may generate for Customer that describes the results of the Piiano Scanner Product’s analysis of Customer’s Code.
(n) “Resultant Data” means data and information that is derived, altered, modified, resulting, or created from use or operation of Piiano Scanner Product, including but not limited to Aggregated Statistics and Reports, but not including Customer Data.
(o) “Services” means Piiano’s software-as-a-service offering that makes the Core Technology available for online use.
(p) “Third-Party Materials” means materials, services and information, in any form or medium, that are not proprietary to Piiano or the Customer.
2. Access and Use.
(a) Access to Services. If Customer has registered to use the Services, then subject to Customer’s full compliance with these Terms, Piiano hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to access and use the Services, solely for the Permitted Use.
(b) Use of Piiano Software. If Customer has registered to use the Piiano Software, then subject to Customer’s full compliance with these Terms, Piiano hereby grants to Customer a limited, revocable, non-exclusive, non-transferable right and license to download and use the Piiano Software solely for the Permitted Use. Customer may extend this license to Authorized Users who fully comply with all of the obligations and restrictions that these Terms, but otherwise this license is not sublicensable. Use of the Piiano Software by an Authorized User shall be considered to be use by Customer under these terms.
(c) Documentation License. Subject to Customer’s full compliance with these Terms, Piiano hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely in connection with the Permitted Use.
(d) Reports License. Subject to Customer’s full compliance with these Terms, and also subject to any third party rights or restrictions that may apply to the Code, Customer may publish a Report only if (i) in the publication Customer identifies the applicable Piiano Scanner Product as the source of the Report, and (ii) the publication is accurate and does not alter the Report, and is not used for malicious or harmful purposes.
(e) Reservation of Rights. Piiano reserves all rights not expressly granted to Customer in these Terms. Except for the limited license expressly granted under these Terms, nothing in these Terms expressly or implicitly grants Customer or any third party any intellectual property rights or other right, title, or interest in or to any Piiano Intellectual Property.
(f) Changes. Piiano reserves the right, in its sole discretion and from time to time, to make any changes to, or discontinue, the Services or the Piiano Software.
(g) Suspension. Notwithstanding anything to the contrary in these Terms, Piiano may, in its sole discretion, suspend Customer’s and any Authorized User’s access to the Piiano Software or any portion or all of the Services for any reason at any time. Solely to the extent practicable and provided that Customer is not in breach of its duties and obligations under these Terms, Piiano shall use commercially reasonable efforts to provide written notice of any suspension to Customer. Piiano will have no liability for any losses, damages or any other consequences that Customer or any Authorized User may incur as a result of a suspension.
(h) Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Piiano may monitor Customer’s use of the Piiano Software and/or the Services, and Piiano may collect and compile Aggregated Statistics from such usage. As between Piiano and Customer, all rights, title, and interest in any Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Piiano. Customer acknowledges and agrees that Piiano may compile Aggregated Statistics based on the Customer Data inputted into or otherwise collected by the Piiano Software or the Services. Customer agrees that Piiano may (i) use, process, analyze and store the Aggregated Statistics for any legitimate purpose related to Piiano’s business, including without limitation, improving the Piiano Intellectual Property and developing new products and services, and (ii) make Aggregated Statistics publicly available in compliance with applicable law.
(i) No Competitive Use. Customer must not permit or enable any direct competitor of Piiano or agent acting on their behalf to access or use any Piiano Scanner Product. Customer must not access or use any Piiano Scanner Product for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
(j) Customer’s Use of Third-Party Materials. The Piiano Scanner Products may include Third-Party Materials, and Piiano may otherwise from time to time make Third-Party Materials available to Customer. Such Third-Party Materials are subject to their own terms and conditions, which may include the applicable flow through provisions thereof. If Customer does not agree to abide by the applicable terms for any such Third-Party Materials, then Customer must not install or use such Third-Party Materials.
3. Customer’s Responsibilities and Warranties.
(a) Registration and Access. Customer must be registered with Piiano to use any Piiano Scanner Product. All information that Customer provides to Piiano through Piiano’s online registration form must be true, accurate and complete. If Customer registers with a third-party account (e.g., Gmail or GitHub) and/or provides Piiano with access to Code hosted on a third party repository, Customer gives Piiano access rights to retrieve Customer’s profile information associated with such account and to the extent required for use of the Piiano Scanner Product, grants Piiano access to the specific Code repository to be scanned by Piiano Scanner Product.
(b) Responsibility for Users. Customer must ensure that its Authorized Users are aware of, accept and comply with these Terms. The terms of this Agreement that apply to Customer also apply to Customer’s Authorized Users. Customer is responsible and liable for all of Customer’s and its Authorized Users’ (i) uses and misuses of any Piiano Scanner Product, and (ii) breach of any of these Terms. If Customer becomes aware of any violation of these Terms by an Authorized User, Customer must immediately revoke authorization and suspend that user’s access to the Piiano Scanner Products. In addition, Customer is responsible for all activities that occur under or within Customer’s account, regardless of whether the activities are authorized by Customer or undertaken by or through Customer, Authorized Users, or any third party. Piiano and its affiliates shall not be responsible for unauthorized access to the account of Customer.
(c) Use Restrictions. Customer shall not use any Piiano Scanner Product, Report, or Documentation for any purposes beyond the Permitted Use and the scope of access granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any third party to:
(i) copy, modify, or create derivative works of any Piiano Intellectual Property, in whole or in part;
(ii) share any login credential for the Service with any third party;
(iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available any Piiano Scanner Product or Documentation, including but not limited to any sharing of an account;
(iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to understand, learn, derive or gain access or re-use any part of any Piiano Scanner Product;
(v) remove any proprietary notices from any Piiano Scanner Product, Report, or Documentation;
(vi) provide to any Piiano Scanner Product any malware, spyware, or other malicious or potentially harmful code that could disrupt the Piiano Scanner Product, circumvent any security protections, or otherwise be harmful to Piiano or its customers and users; or
(vii) use any Piiano Scanner Product, Report, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(d) Compliance with Laws. Customer shall use the Piiano Scanner Products only in full compliance with all applicable laws, rules, and regulations.
(e) Non-Infringement of Code. Customer represents and warrants to Piiano that Customer has full ownership or license rights in the Code, is permitted to provide the Code to Piiano and the licensed Piiano Scanner Products, and that Piiano’s access or use of the Code as provided in these Terms will not infringe any third-party intellectual property rights or result in use for any illegal purpose.
(f) No Export Restrictions. Customer acknowledges that the Services may be hosted in a country that is outside of Customer’s home jurisdiction. Customer represents and warrants that Customer’s submission of the Code to the Services, and Piiano’s receipt of the Code, will not violate any applicable export control laws.
(g) Notice of Changes. Customer shall notify Piiano of any change in Customer Data or rights with respect to any use thereof that may impact Piiano, the Piiano Scanner Product, or Customer’s use thereof, including any individual’s request to modify or remove any information.
(a) If Customer has licensed an aspect of a Piiano Scanner Product for which Piiano has posted, or for which Customer’s order form identifies, an applicable license or usage fee, then Customer’s license is (i) limited to the time period and (if applicable) number of Authorized Users, to which the fee applies, and (ii) subject to Customer’s payment of the fee prior to the applicable time period.
(b) Customer is responsible for providing Piiano with up-to-date payment information. If Customer’s payment method changes, expires or otherwise does not provide Piiano with payment, Piiano may disable Customer’s access to the Piiano Scanner Products.
(c) Posted prices do not include taxes, duties, or similar charges. Customer is responsible for paying all taxes, duties, or similar charges that any authority may impose on Customer’s license or usage fees.
(d) Customer will pay fees without any set-off, counterclaim, deduction or withholding of any kind, except as may be required by law. If any withholding or deduction is required by law, Customer must, when making the payment to which the withholding or deduction relates, pay to Piiano such additional amount as will ensure that Piiano receives the same total amount that it would have received if no such withholding or deduction had been required.
5. Intellectual Property Ownership; Feedback.
(a) Piiano Intellectual Property. Customer acknowledges that (i) as between Customer and Piiano, Piiano owns all right, title, and interest, including all intellectual property rights, in and to the Piiano Intellectual Property, and (ii) with respect to Third-Party Materials, the applicable third-party providers own all rights, title, and interest, including all intellectual property rights, in and to the respective Third-Party Materials.
(b) Customer Data, Code and Code Fragments. Piiano acknowledges that, as between Piiano and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. Customer hereby grants to Piiano a non-exclusive, royalty-free, fully paid-up, worldwide perpetual license to (i) reproduce, distribute, store and otherwise use and display the Code and Customer Data as may be necessary for Piiano to provide the Piiano Scanner Products to Customer or to improve the same, (ii) reproduce, distribute, store, modify and otherwise use Customer Data and Code Fragments, whether incorporated within the Aggregated Statistics or otherwise, for various internal requirements including without limitation, quality control and product development, and (iii) identify marketing and business development opportunities that Piiano believes may be of interest to Customer and promote the same to Customer. Customer is solely responsible for verifying the accuracy of all Customer Data, as well as obtaining all consents regarding usage and sharing of Customer Data and Code.
(c) Feedback. If Customer sends or otherwise provides any communications or materials to Piiano that suggests or recommending changes to the Piiano Scanner Products, including without limitation, new features, new functionality or other suggestions (“Feedback”), Customer agrees that Piiano is free to use such Feedback in its products and services and may make, use, sell and otherwise offer such products and services to others.
6. No Warranties; Disclaimers.
(a) Piiano does not make any representations, warranties or guarantees regarding uptime or availability of the Services. In addition, Piiano does not warrant that the Piiano Scanner Products or Reports will successfully identify all usage of or references to PII and other sensitive data, or that they will deliver no false positive results.
(b) ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND PIIANO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PIIANO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PIIANO MAKES NO WARRANTY OF ANY KIND THAT THE PIIANO SCANNER PRODUCTS, THE REPORTS, OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PIIANO STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY MATERIALS.
Customer shall defend, indemnify and hold Piiano and its licensors (together with its and their directors, officers, employees, contractors, affiliates, successors and assigns) harmless from and against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer’s use or misuse of the Piiano Scanner Products, Documentation, or Reports.
8. Limitations of Liability.
(a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL PIIANO, ITS AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO CUSTOMER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PIIANO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
(b) CAP ON MONETARY LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL PIIANO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE LESSER OF (A) USD $10,000 OR (B) THE TOTAL AMOUNT PAID TO PIIANO BY CUSTOMER UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM.
9. Term and Termination.
(a) Term; Termination. Customer may terminate its license to use the Piiano Scanner Products at any time, These Terms remain in effect until the earlier of (i) Customer no longer uses the Piiano Scanner Products, (ii) Customer does not pay an applicable license or usage fee when due, or (iii) Piiano terminates Customer’s rights to access the Piiano Scanner Products pursuant to these Terms.
(b) Effect of Expiration or Termination. Upon expiration or termination of these Terms:
(i) Piiano may disable Customer’s and all Authorized Users’ access to the Piiano Scanner Products, and Customer shall immediately discontinue use of the Piiano Scanner Products.
(ii) Customer must immediately destroy all downloaded copies of the Piiano Software on Customer’s system(s). If requested by Piiano, Customer shall certify in writing its compliance with this provision.
(iii) Customer shall immediately pay any fees that may be due to Piiano.
(iv) Fees paid by Customer prior to termination are non-refundable.
(v) Piiano will cease using and will not retain Customer’s code, provided that Piiano may retain any Code Fragments in its possession and use the Code Fragments as authorized by these Terms.
(c) Survival. Sections 1, 2(f), 2(h), and 5-10 shall survive any termination or expiration of these Terms.
(b) International Data Transfers. Piiano is a business that operates internationally. Any PII that Customer transmits or makes available to Piiano may be hosted by third party sub-processors that are located outside the United Kingdom (“UK”) and the European Economic Area (“EEA”), including in the United States of America. As such, Piiano’s processing of such PII , whether directly or indirectly, may involve an export thereof outside the UK and the EEA, and these other countries may have data protection rules that are different from Customer’s own country. Notwithstanding the foregoing, Customer acknowledges and expressly agrees to Piiano’s exporting of PII outside of the UK and EEA in connection with Piiano’s provisioning of the Piiano Scanner Products and the exercise of its rights under these Terms in accordance with the Data Processing Agreement available at https://piiano.com/legal/dpa/.
(c) Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
(d) Public Announcements. Piiano may identify Customer, including but not limited through use of Customer’s name and logo, in its lists of Piiano’s current or former customers in promotional and marketing materials, including Piiano’s website.
(e) No Third Party Beneficiaries. These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
(f) Entire Agreement. These Terms constitute the entire agreement of the Parties with respect to the subject matter of these Terms and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
(g) Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(h) Governing Law; Submission to Jurisdiction. THESE TERMS ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ISRAEL WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF ISRAEL. ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF THESE TERMS OR THE LICENSES GRANTED HEREUNDER WILL BE INSTITUTED EXCLUSIVELY IN THE TEL-AVIV/JAFFA SUPERIOR COURTS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING. To the extent a Party must seek enforcement of these Terms or otherwise defend against an unsuccessful claim of breach, the unsuccessful Party shall be liable for all attorneys’ fees and costs incurred by the successful Party to enforce the provisions of these Terms.
(i) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the express prior written consent of Piiano. Piiano may assign these Terms and any rights hereunder without the consent of the Customer. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(j) Contact. To contact Piiano or to provide notices to Piiano under these terms, email email@example.com.
Last Updated: January 2023