TERMS OF SERVICE AGREEMENT
Pendella may, at any time, for any reason and without notice, make changes to (i) the Online Services, including their look, feel, format, and content, as well as (ii) the products and/or services as described in the Online Services. Any modifications will take effect when posted. Therefore, each time you access the Online Services, you need to review the Legal Terms upon which access and use of these Online Services is conditioned. By your continuing use of the Online Services after changes are posted, you will be deemed to have accepted such changes.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PENDELLA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. COPYRIGHT AND LIMITATIONS ON USE
The Online Services are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other laws. Unless otherwise indicated, the Content, including, but not limited to, graphic images, buttons, layout, trademarks, service marks, logos, text, and other materials contained in the Online Services are the exclusive property of Pendella or its third party licensors. Except as expressly provided under this Section, you may not use, reproduce, modify, transmit, distribute, or publicly display or operate the Online Services or a portion thereof without the prior written permission of Pendella.
You are only authorized to view, use, copy for your records, and download small portions of the Content (including without limitation text, graphics, software, audio and video files, and photos) of the Online Services for your informational, non-commercial use, provided that you leave all the copyright notices, including copyright management information, or other proprietary notices intact. You may not store, modify, reproduce, transmit, reverse engineer, or distribute a significant portion of the Content on the Online Services, or the design or layout of the Online Services or individual sections of it, in any form or media. The systematic retrieval of data from the Online Services is also prohibited.
The commercial use, reproduction, transmission, or distribution of any information, software, or other material available through the Online Services without the prior written consent of Pendella is strictly prohibited.
3. YOUR CONTENT AND CONDUCT
E-mail submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing any information. You agree not to submit or transmit any e-mails or materials through the Online Services that (i) are defamatory, threatening, obscene, or harassing, (ii) contain a virus, worm, Trojan horse, or any other harmful component, (iii) incorporate copyrighted or other proprietary material of any third party without that party's permission, or (iv) otherwise violate any applicable laws. Pendella shall not be subject to any obligations of confidentiality regarding any information or materials that you submit online except as specified in these Terms of Service, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed or required by law.
You also specifically acknowledge and agree that:
- You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
- You will not use the Online Services in a manner (as determined by Pendella in its sole and absolute discretion) that:
- Is illegal, or promotes or encourages illegal activity;
- Promotes, encourages, or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
- Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;
- Infringes on the intellectual property rights of another User or any other person or entity;
- Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
- Interferes with the operation of the Online Services;
- Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging, or limiting the functionality of any software or hardware; or
- Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Pendella or Pendella’s Services.
- You will not perform any false, abusive, or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- You will not modify or alter any part of the Online Services or any of its related technologies.
- You will not access Pendella Content (as defined below) or User Content through any technology or means other than through the Online Services, or as Pendella may designate.
- You will not re-sell or provide the Online Services for a commercial purpose, including any of Pendella's related technologies, without Pendella's express prior written consent.
- Pendella may call you about your account and that, for the purposes of any such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Pendella asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Pendella is a party.
- If your purchase or account activity shows signs of fraud, abuse, or suspicious activity, Pendella may cancel any service associated with your name, company, email address, or account and close any associated Pendella accounts. If you conduct any fraudulent activity, Pendella reserves the right to take any necessary legal action and you may be liable for monetary losses to Pendella including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact Pendella.
The Online Services may allow you to communicate with others through message boards and other features. When your account is used to submit, post, or add content to the services, you agree to accept sole responsibility for, and assume liability associated with, such content, including the information, statements, facts, and material contained in any form or medium. By submitting or posting content to or through the Online Services, you agree to grant, and hereby grant, Pendella a worldwide, royalty free, perpetual, irrevocable, non-exclusive, and freely sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content anywhere, for any purpose, in any form or medium now known or hereafter developed. Pendella reserves the right to review, edit, refuse to post, or to remove any of your content, in whole or in part, at any time.
Pendella may terminate the right of any user to access the Online Services at any time, with or without cause, in Pendella's absolute discretion and without notice. Any statement in the Terms of Service or elsewhere on the Online Services of specific grounds for termination of a user's right to access the Online Services shall in no manner limit Pendella's absolute right to terminate any user's access to the Online Services.
You may not link to the Online Services without Pendella's written permission.
6. NO WARRANTIES
THE ONLINE SERVICES, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON-INFRINGEMENT, ALL OF WHICH PENDELLA EXPRESSLY DISCLAIMS. PENDELLA DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND PENDELLA WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE ONLINE SERVICES OR ANY CONTENT. WE HAVE NO DUTY TO UPDATE THE CONTENT OF THE ONLINE SERVICES. PENDELLA MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE ONLINE SERVICES AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY PENDELLA. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
7. LIMITATION OF LIABILITY
YOUR USE OF THE CONTENT IS AT YOUR OWN RISK. PENDELLA SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF, OR RELIANCE ON THE CONTENT (EVEN IF PENDELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS, OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE ONLINE SERVICES OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE ONLINE SERVICES OR THE CONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY PENDELLA. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL PENDELLA’S TOTAL AGGREGATE LIABILITY EXCEED $10,000.00 U.S. DOLLARS.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE ONLINE SERVICES.
You agree to indemnify and hold harmless Pendella, and our subsidiaries, affiliates, directors, officers, agents, licensors, or other partners and employees, from and against all liabilities, claims, and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of any content that you submit, post, or transmit to or through the Online Services, your use of the Online Services, your violation of these Terms of Service, or your violation of any rights of another.
Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any Pendella confidential information and/or intellectual property rights, any controversy or claim arising out of or relating to these Terms of Service or the Online Services shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Fort Myers, Florida USA.
All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.
Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator's decision and any award contained therein.
10. GOVERNING LAW, LOCATION AND MISCELLANEOUS
These Terms of Service shall be governed in all respects by the laws of the State of Florida USA, without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms of Service, the Terms of Service will be deemed modified to conform to the law. The other provisions will not be affected by any such modification.
The Online Services are operated by Pendella Technologies, Inc. from its offices in Fort Myers, Florida USA.
These Legal Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Pendella without restriction.
11. SEPARATE AGREEMENTS
You may have other agreements with Pendella. Those agreements are separate and in addition to these Terms of Service. These Terms of Service do not modify, revise, or amend the terms of any other agreements you may have with Pendella. In the event of a conflict between the provisions of a Service Agreement and this Agreement, the provisions of the applicable Service Agreement shall control.
12. BETA SERVICES
From time to time, Pendella may offer new Services (limited preview services or new features to existing Services) in a pre-release version. New Services, new features to existing Services or limited preview services shall be known, individually and collectively, as “Beta Services”. If you elect to use any Beta Services, then your use of the Beta Services is subject to the following terms and conditions: (i) You acknowledge and agree that the Beta Services are pre-release versions and may not work properly; (ii) You acknowledge and agree that your use of the Beta Services may expose you to unusual risks of operational failures; (iii) The Beta Services are provided as-is, so we do not recommend using them in production or mission critical environments; (iv) Pendella reserves the right to modify, change, or discontinue any aspect of the Beta Services at any time; (v) Commercially released versions of the Beta Services may change substantially, and programs that use or run with the Beta Services may not work with the commercially released versions or subsequent releases; (vi) Pendella may limit availability of customer service support time dedicated to support of the Beta Services; (vii) You acknowledge and agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience; (viii) You acknowledge and agree that Pendella may track your browsing behavior, links clicked, your device type, and collect various data, including analytics, about how you use and interact with our Beta Services; (ix) You acknowledge and agree that all information regarding your use of the Beta Services, including your experience with and opinions regarding the Beta Services, is confidential, and may not be disclosed to a third party or used for any purpose other than providing feedback to Pendella; (x) The Beta Services are provided “as is”, “as available”, and “with all faults”.
You acknowledge and agree that we may use your feedback for any purpose, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your use of the Beta Services shall be owned exclusively by Pendella. To the fullest extent permitted by law, Pendella disclaims any and all warranties, statutory, express, or implied, with respect to the Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
13. ADDITIONAL RESERVATION OF RIGHTS
Pendella expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Pendella in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Pendella in offering or delivering any Services, (ii) to assist with our fraud and abuse detection and prevention efforts, (iii) to comply with court orders against you with applicable local, state, national and international laws, rules and regulations, (iv) to comply with requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (vii) to avoid any civil or criminal liability on the part of Pendella, its officers, directors, employees and agents, as well as Pendella's affiliates, including, but not limited to, instances where you have sued or threatened to sue Pendella, or (viii) to respond to an excessive amount of complaints related in any way to your Account that could result in damage to Pendella’s business, operations, reputation or shareholders.
Pendella expressly reserves the right to terminate, without notice to you, any and all Services where, in Pendella's sole discretion, you are harassing or threatening Pendella and/or any of Pendella's employees.
14. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
15. ENGLISH LANGUAGE CONTROLS
This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration.
16. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email at [email protected] or regular mail at the following address:
Pendella Legal Department
12050 ROSEMOUNT DR
FT MYERS, FL 33913