Pionero Philanthropy License Agreement

This LICENSE AGREEMENT is made by and between Pionero Philanthropy Inc. (“Pionero” or “We”), and You. This License Agreement shall be effective upon Your acceptance of this Agreement by clicking on the button marked “I Accept” and paying the associated fee. This License Agreement amends, and is incorporated by reference within, the terms of Your User Agreement with Pionero for so long as this License Agreement remains in effect. In the event of a conflict between this License Agreement and the User Agreement as to the subject matter of this License Agreement, the terms of this License Agreement will control.

The parties agree as follows:

  1. Acceptance
    READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE CONTINUING OR USING A PIONERO PRODUCT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE A PIONERO PRODUCT. BY CLICKING ON THE BUTTON MARKED “I ACCEPT” AND CONTINUING TO USE THE PIONERO PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS AND THIS LICENSE AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR THE APPLICABLE ENTITY TO THIS LICENSE AGREEMENT; AND (II) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THIS LICENSE AGREEMENT.
  2. License
    Upon Your acceptance of this License Agreement and payment of the associated fee, You are granted a limited, non-exclusive, non-perpetual and non transferable license (the “License”) to access (a) the fee-based, subscription-based features and services from time to time designated on the Pionero website as “Pionero Subscription” and/or (b) “Pay as You Go Products” being individual reports or other Pionero products that you purchased on an à la carte basis. While Your License is in effect, You are permitted to access and use Pionero Subscription and/or the Pay as You Go Product for the Permitted Uses specified in the User Agreement. All terms, conditions and restrictions on access to and use of the Pionero Site as set forth in the User Agreement remain in full force and effect. For purposes of this License Agreement, any reference in the User Agreement to the Pionero Site shall be deemed to include a reference to Pionero Subscription and Pay as You Go Products.
  3. Charges and Fees; Billing and Automatic Renewals
    1. Charges and Fees
      You agree as follows:
      i. You agree that the term of Your License shall be for the period (which may be monthly, yearly, Pay as You Go or such other period as may then be offered by Pionero) selected by You when You purchased such License on the Pionero Site, as such initial monthly, yearly, Pay as You Go or other term may from time to time be renewed pursuant to Section 3.b. below.
      ii. You agree to pay the fixed and/or periodic charges and fees in effect from time to time with respect to Your License (whether monthly, yearly, Pay as You Go or otherwise, as applicable based on the term of Your License) to Pionero Subscription or the applicable Pay as You Go Product, as may then be set forth on the Pionero Site.
      iii. You agree to maintain and promptly update Your Registration Data to keep it accurate. Without limiting any other provision of this Agreement, if You provide any information that is untrue, inaccurate, or incomplete, or We have reasonable grounds to suspect that such is the case, We reserve the right to suspend or terminate Your user account, License or subscription and refuse any and all current or future use by You of the Pionero Site (or any portion thereof), Pionero Subscription, Pay as You Go Products or any of our other Fee-Based Products.
    2. Billing and Automatic Renewals
      i. By using Pionero Subscription or Pay as You Go Product, You are expressly agreeing that We are permitted to bill You a License fee. The License fee will be billed (a) for Pionero Subscription services, at the beginning of your subscription License term and of each renewal term thereafter unless and until You cancel Your subscription License; and (b) for Pay as You Go Products, as a one-time up front payment for the applicable product prior to Pionero’s grant to You of access to the applicable Pay as You Go Product.
      ii. As used in this License Agreement, “billing” shall indicate a charge against the credit card account number you provided when You subscribed to Pionero Subscription or licensed the right to access a Pay as You Go Product.
      iii. With respect to Pionero Subscription, your subscription License will automatically renew at the end of the then-current initial term or renewal term, without prior notice to You, unless and until You cancel Your License or We terminate it. The billing and renewal term of Your License will depend on the term You chose. Unless Your License is so canceled or terminated, You will be billed on the first day of each successive renewal term, whether such renewal term is a monthly term, yearly term or other term selected by You when You purchased Your License. You must cancel Your subscription License before it renews in order to avoid billing of the next renewal License fees to Your credit card.
      iv. For Pionero Subscription, we will automatically charge You at the start of each renewal period, unless You terminate or cancel Your subscription License before the relevant renewal period begins.
      v. We reserve the right to change fees payable under, and other terms of, this License Agreement for any renewal term.
      vi. In the event we cannot at any time charge You, we reserve the right to terminate Your access to Pionero Subscription without notice.
  4. Accuracy and Warranty Disclaimers
    Without limiting any provision of Your User Agreement (as amended by this License Agreement), You acknowledge and agree that Pionero does not warrant or guarantee the accuracy, quality, completeness, currency or validity of any information contained in the subscriptions.
  5. LIMITATIONS ON LIABILITY
    WITHOUT LIMITING ANY PROVISIONS OF YOUR USER AGREEMENT (AS AMENDED BY THIS LICENSE AGREEMENT), IN NO EVENT SHALL PIONERO’S TOTAL CUMULATIVE LIABILITY WITH RESPECT TO THIS LICENSE AGREEMENT EXCEED THE PURCHASE PRICE PAID FOR THE SUBSCRIPTION.
  6. Term and Termination.
    1. Pionero may terminate Your License to Pionero Subscriptions or the applicable Pay as You Go Product at any time, with or without cause, by giving You written notice of termination; provided that if Pionero terminates Your License without cause, You shall be entitled to a prorated refund of the fees billed to You or otherwise paid by You with respect to the then-current initial or renewal term of this License, as applicable.
    2. For Pionero Subscriptions, You may terminate Your subscription License, with or without cause, by giving Pionero written notice of termination or by canceling through Your subscription-management page on the Pionero Site, and ceasing all use of Pionero Subscription. If you terminate Your License with Pionero without cause, You shall not be entitled to any refund of the fees billed to You or otherwise paid by You with respect to the License.
    3. If You claim that We are in breach of this Agreement, Your sole remedies shall be: (i) (A) restoration of the license as contemplated by this Agreement in accordance with the terms and conditions hereof; or (B) termination of this Agreement; and, as appropriate, (ii) a refund of a portion of the fee paid by You with respect to the then-current initial or renewal term reflecting Your actual proven damages.
    4. Termination or expiration of Your License means You may no longer exercise the additional rights granted by this License Agreement, including, without limitation, the rights to access and use Pionero Subscription or the applicable Pay as You Go Product, but shall not in itself cause termination or expiration of the User Agreement. You may continue to use information and materials You downloaded or printed prior to termination or expiration of this License Agreement, but any such use remains subject to the ownership, intellectual property and other terms and restrictions of this License Agreement (which survive the termination of this License Agreement and remain in full force and effect) and the User Agreement.
  7. Governing Law and Other
    1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. No demand for arbitration or action of any kind or nature arising out of this Agreement, or out of any use of the Subscriptions by You shall be brought by You more than one year after the date on which the cause of action first arises.
    2. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
    3. Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
    4. Failure by Pionero to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right.
    5. This License Agreement and its associated invoice(s), as they together amend Your basic User Agreement with Pionero, constitute the entire agreement between You and Pionero with respect to the subject matter of this License Agreement.

I HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ALL THE PROVISIONS ABOVE.