END USER LICENSE AGREEMENT

Updated on March 14, 2022

Please read this End User License Agreement carefully before clicking the “I Agree” button, downloading or using the PMG system, website, or application.

By clicking the “I Agree” button, you are agreeing to be bound by the terms and conditions of this End User License Agreement.

If you do not agree to the to the terms of this End User License Agreement, do not click on the “I agree” button and do not download or use the PMG website or application. Use of the PMG website or mobile application constitute a binding agreement to this End User License. By continuing to use the application you are automatically agreeing to End User License Agreement and Privacy Policy.

  1. DESCRIPTION OF SOFTWARE

PMG is a website and application that can be used on desktop, iOS, Android, Windows mobile devices. PMG functions as a third-party resource tool for Independent Sales Organizations (ISO’s) and End Users and does not dictate day-to-day operations of the ISO or provide legal advice, business or financial advice to any ISO or End User. PMG does not act as an employer for any End User. PMG is an optional informational resource tool for Independent Sales Organizations and agencies. PMG is for informational purposes only. Opinions expressed within the PMG Application belong solely to the authors and speakers who have contributed aforementioned opinions.

  1. LIMITED LICENSE

PMG grants End User a revocable non-exclusive, non-transferable, limited license to download, install and use the website and application solely as an informational resource database for use by the individual End User or Independent Sales Organization strictly within the terms of this agreement. PMG authorizes Independent Sales Organizations and agencies to share this informational resource only with independent contractors, outside salespeople, salespeople and distributors that have completed onboarding to their individual ISO. The End User shall not redistribute, replicate, reproduce, resell or otherwise disseminate the content within the PMG application without express written consent from PMG & The Brand Executives, Inc. The End User shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The End User acknowledges that, as between PMG and contributing parties and the End User, that any information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the PMG and contributing parties, even if suggestions, comments, and/or ideas made by the End User are incorporated into the Confidential Information or related materials during the period of this Agreement.

  1. TITLE

Title, ownership and all rights (including without limitation intellectual property rights) in and to the PMG software and website shall remain with PMG, a proprietary system of The Brand Executives, Inc. Except for those rights expressly granted in the EULA, no other rights are granted, whether express or implied.

  1. PERSONAL INFORMATION AND PRIVACY
  2. We may ask End Users certain information about themselves during the PMG registration and use process. That information will be used for purposes of monitoring usage and engagement of Independent Sales Organizations and End Users. This information may be used to analyze user patterns, develop new software, or provide additional resources through PMG. PMG may also disclose this information to The Brand Executives for the purpose of business analysis; By choosing to use PMG services End User indicates understanding and acceptance of the Personal Information and Privacy clause this End User License Agreement. PMG may disclose information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce the terms of this EULA, or protect the rights, property or safety of PMG, The Brand Executives, its users or the public.
  3. General Data Protection Regulation Under applicable data protection laws in the European Union and United Kingdom, you have the following rights:
  4. Right to access and obtain a copy of your personal information: You are entitled to request confirmation whether we process any of your personal information. Where this is the case, you may have access to your personal information and to certain information about how it is processed. In some cases, you can ask us to provide you with an electronic copy of your information
  5. Right to correct your personal information: If you can demonstrate that personal information we hold about you is not correct, you can ask that this information is updated or otherwise corrected.

III. Right to be forgotten/have data deleted: In certain circumstances, you have the right to have your personal data deleted. You may make such a request at any time and PMG will evaluate if your request should be granted, however this right is subject to any legal rights or obligations we may have to retain data. For situations where, in accordance with the law, we determine that your request to have your personal information deleted must be granted, PMG will do so without undue delay. To exercise your rights, you can contact us at the following address: privacy@pmgapp.com

  1. Changes to the PMG General Data Protection Regulation policy may occur from time to time. PMG will publish any material changes to this policy through appropriate notices either on the PMG website and mobile application or contacting you using other communication channels.
  2. We will without undue delay upon becoming aware of any Data Breach affecting End User Personal Data, provide End Users with information (taking into account the nature of processing and the information available to us and when it becomes available) to assist End Users in endeavors to meet any obligations to report to regulators or inform Data Subjects of the Personal Data Breach under Data Protection Laws.
  3. RESTRICTIONS

You agree not to and you will not permit others to:

  1. License, sell, rent, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit PMG and/or any content provided by PMG, or make the application available to a third party.
  2. All content provided by PMG is disclosed to the recipient in order to act as an informative resource for the sole purpose of proliferating proprietary sales and marketing information. End User License Restrictions require End User to protect the confidential information and material provided by PMG. End User Agrees to be subject to terms of non- disclosure.
  3. NON-DISCLOSURE

End user agrees to be bound by the terms of non-disclosure of confidential information

  1. CONFIDENTIAL INFORMATION.

The term “Confidential Information”; means any information or material which is proprietary to PMG and contributing parties, whether or not owned or developed by the PMG and contributing parties, which is not generally known other than by PMG and contributing parties, and which the End User may obtain through any direct or indirect contact with the PMG and contributing parties.
Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by PMG and contributing parties concerning the business, technology and information of PMG and contributing parties and any third party with which the PMG and contributing parties deals, including, without limitation, business records and plans, interview and selection processes, remuneration, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

  1. “Confidential Information” does not include:
  • Matters of public knowledge that result from disclosure by the PMG and contributing parties;
  • Information rightfully received by the End User from a third party without a duty of confidentiality;
  • Information independently developed by the End User;
  • Information disclosed by operation of law;
  • Information disclosed by the End User with the prior written consent of PMG and contributing parties; and any other information that both parties agree in writing is not confidential.
  1. PROTECTION OF CONFIDENTIAL INFORMATION.               

The End User understands and acknowledges that the Confidential Information has been developed or obtained by PMG and contributing parties by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of PMG and contributing parties which provide the PMG and contributing parties with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the End User of the Confidential Information, the End User agrees as follows:

  1. No Disclosure. The End User will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the PMG and contributing parties
  2. No Copying/Modifying. The End User will not copy or modify any Confidential Information without the prior written consent of the PMG and contributing parties.
  3. Unauthorized Use. The End User shall promptly advise the PMG and contributing parties if the End User becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION.

If it appears that the End User has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the PMG and contributing parties shall be entitled to an injunction to restrain the End User from disclosing the Confidential Information in whole or in part. PMG and contributing parties shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

  1. RETURN OF CONFIDENTIAL INFORMATION.

Upon the written request of PMG and contributing parties, the End User shall return to the PMG and contributing parties all written, audio and video materials containing the Confidential Information. The End User shall also deliver to PMG and contributing parties written statements signed by the End User certifying that all materials have been returned within five (5) business days of receipt of the request.

  1. RELATIONSHIP OF PARTIES.

Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

  1. NO WARRANTY.

The End User acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. PMG and contributing parties make no warranties express or implied with respect to the confidential information provided by the PMG resource and hereby expressly disclaims any and all implied warranties of merchantability and fitness for a particular purpose. PMG and contributing parties in no event shall be held liable for any direct, indirect, special, or consequential damages in connection with or arising out of the performance or use of any portion of the confidential information. PMG and contributing parties do not represent or warrant that any product or business plans disclosed to the End User will be marketed or carried out as disclosed, or at all. Any actions taken by the End User in response to the disclosure of the Confidential Information shall be solely at the risk of the End User.

VII. TERM.

The obligations of this Agreement shall survive 3 years from the Effective Date or until the PMG and contributing parties sends the End User written notice releasing the End User from this Agreement. After that, the End User must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.

VIII. INDEMNITY.

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, and representatives, from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement. You agree to indemnify and hold harmless Brand Executives, Inc its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, affiliates, and independent contractors from any demands, loss, liability, claims or expenses (including reasonable attorneys’ fees and court costs), made against PMG by any third party due to or arising out of or in connection with (a) your use of the PMG Program and/or Services, (b) your violation of this Terms of Use, (c) the infringement of any intellectual property or any other right of any person or entity by you, or any other user of the Program using your computer; (d) disputes between you and other Users; (e) your use and/or misuse of the Service; (f) your violation of any applicable law, rule or regulation; and/or (g) the inclusion by you of any inaccurate, misleading, false or deceptive statements within your User Content. PMG and Brand Exexcutives, Inc. hereby reserves the right to assume the control and defense, at its own expense, of any matter otherwise subject to indemnification by you.  Regardless, you shall provide reasonable cooperation to as requested by PMG and Brand Executives, Inc. in defense of all such claims.

  1. MODIFICATIONS TO APPLICATION

PMG reserves the right to modify, suspend or discontinue, temporarily or permanently, the PMG website and application, or any service to which it connects, with or without notice and without liability to you.

  1. LIABILITY

PMG (Licensor) shall not be liable to End User (Licensee) for any lost profits, lost revenues or opportunities, downtime, or any consequential damages or costs, resulting from any claim or cause of action based on breach of contract, negligence or any other legal theory, even if Licensor knew or should have known of any possibility thereof. In no event shall Licensor’s aggregate liability exceed the amounts actually paid to Licensor by the individual Licensee in the 12-month period immediately preceding the event given rise to the claim. PMG provides a resource for active members of Independent Sales Organizations eliminating aggregate financial liability of PMG for at any point during the End User License agreement.

  1. INDEMNIFICATION

This Agreement does not in any way alter the relationship between Independent Sales Organizations or Agencies and their Independent Sales Agents, Distributors Outside Salespeople or other staff. PMG is an optional informational resource tool for Independent Sales Organizations. PMG is for informational purposes only. Opinions expressed within the PMG Application belong solely to the authors and speakers who have contributed aforementioned opinions. PMG does not provide financial, legal, personal or business advice.

Any Independent Sales Organization (ISO) and End User indemnify PMG for all liabilities or losses incurred in connection with legal action or arbitration proceedings resulting from employment disputes, claims or disagreements whatsoever. Any ISO that provides access to PMG to an End User that has not entered into a Mutual Arbitration of Claims or completed a Digital Document bundle contract with the ISO, is in direct breach of the terms of use of PMG. Any Independent Sales Organization that utilizes PMG indemnifies PMG and The Brand Executives, Inc from any and all liability resulting from legal action put forth by any End User employed, contracted, or operating as an Independent salesperson at stated Independent Sales Organization.

  1. RECOVERY OF COSTS & FEES

If PMG via Brand Executives Inc, does take any legal action against you as a result of your violation of these Terms of Use, PMG will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to PMG. You agree that PMG & Brand Executives, Inc. will not be liable to you or to any third party for termination of your access to the Program as a result of any violation of these Terms of Use.

  1. CLASS ACTION WAIVER

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND PMG AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding

  1. RELATIONSHIP OF PARTIES

You acknowledge that you are not legally affiliated with PMG in any way, and no independent contractor, partnership, joint venture, or franchiser-franchisee relationship is intended or created by your use of the Service or these Terms of Use.  As such, you shall not have, or hold out to any third-party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on PMG, except as provided herein or authorized in writing by PMG. PMG is not an employment service and does not serve as an employer of any End User. As such, End Users are solely responsible (and PMG is not responsible), for any tax, withholding or reporting, including, but not limited to, unemployment insurance, social security or payroll withholding tax or income reporting in connection with any services provided by End Users. You understand and agree that if PMG is found to be liable for any tax, withholding tax or reporting obligation in connection with any services provided or received by you, then you will immediately reimburse and indemnify PMG for all costs, expenses and liabilities (including any interest and penalties) relating to the same.

  1. WAIVER

The failure of either party to insist in any one or more cases upon the strict performance of any term, covenant, or condition of this Agreement will not be construed as a waiver of subsequent breach of the same or any other covenant, term, or condition; nor shall any delay or omission by either party to seek a remedy for any breach of this Agreement be deemed a waiver by either party of its remedies or rights with respect to such a breach.

  1. SEVERABILITY

If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or un-enforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.

 

For questions regarding this End User Agreement, please contact: privacy@pmgapp.com.

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