Terms of Service
Thank you for using Panascais! We're happy you're here. Please read this Terms of Service agreement carefully before accessing or using Panascais. Since it is such an important contract between us and our users, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.
|Section||What can you find there?|
|I. Definitions||Some basic terms, defined in a way that will help you understand this agreement. Refer back up to this section for clarification.|
|II. Account Terms||These are the basic requirements of having an Account on Panascais.|
|III. Acceptable Use||These are the basic rules you must follow when using your Panascais Account.|
|IV. User-Generated Content||You own the content you post on Panascais. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you.|
|V. Copyright & DMCA Policy||This section talks about how Panascais will respond if you believe someone is infringing your copyrights on Panascais.|
|VI. Intellectual Property Notice||This describes Panascais' rights in the website and service.|
|VII. API Terms||These are the rules for using Panascais' APIs, whether you are using the API for development or data collection.|
|VIII. Third Party Applications||We have a few rules for creating apps for other Users|
|IX. Advertising on Panascais||If you want to promote your content on Panascais, this section lays out some rules you must follow.|
|X. Payment||You are responsible for payment. We are responsible for billing you accurately.|
|XI. Cancellation and Termination||You may cancel this agreement and close your Account at any time.|
|XII. Communications with Panascais||We only use email and other electronic means to stay in touch with our users. We do not provide phone support.|
|XIII. Disclaimer of Warranties||We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.|
|XIV. Limitation of Liability||We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.|
|XV. Release and Indemnification||You are fully responsible for your use of the service.|
|XVI. Changes to these Terms of Service||We may modify this agreement, but we will give you 30 days' notice of changes that affect your rights.|
|XVII. Our Obligations||—|
|XVIII. Your Obligations||—|
|XIX. Unauthorised Access To Your Data Or Use Of The Services||—|
|XX. Taxes On Services||—|
|XXI. Export Matters||—|
|XXII. Terms And Fees||—|
|XXIII. Suspension Of Services||—|
|XXIV. Termination For Breach||—|
|XXV. Confidential Information||—|
|XXIX. Who May Use The Services||—|
|XXX. Data Protection||—|
|XXXI. Data Centres||—|
|XXXII. Services Management Agent||—|
|XXXIV. Ownership Of Intellectual Property||—|
|XXXV. Ownership Of Other Property||—|
|XXXVI. Intellectual Property Infringement||—|
|XXXVIII. Force Majeure||—|
|XXXIX. Miscellaneous||Please see this section for legal details including our choice of law.|
The Panascais Terms of Service
Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.
A. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the “Terms”) and all other operating rules, policies (including the Panascais Privacy Statement, available at panascais.net/legal/privacy) and procedures that we may publish from time to time on the Website.
B. The “Services” refers to the applications, software, products, and services provided by Panascais.
C. The “Website” refers to Panascais' website located at panascais.net, and all content, services, and products provided by Panascais at or through the Website. It also refers to Panascais-owned subdomains of panascais.net. Occasionally, websites owned by Panascais may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
D. “The User”, “You”, and “Your” refer to the individual person, company, or organization that has visited or is using the Website or services; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 14 years of age.
E. “Panascais”, “We”, and “Us” refer to Panascais, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
F. “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the services. “Content” also includes services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. “Your content” is Content that you create or own.
G. An “Account” represents your legal relationship with Panascais. A “User Account” represents an individual Users authorization to log in to and use the services and serves as a Users identity on Panascais.
II. Account Terms
Short version: A human must create your Account; you must be 14 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.
A. Account Controls
Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.
B. Required Information
You must provide a valid email address and real name in order to complete the signup process.
C. Account Requirements
We have a few simple rules for User Accounts on Panascais' services.
- You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted. We do permit machine accounts:
- A machine account is an Account set up by an individual human who accepts the Terms on behalf of the Account, provides a valid email address, and is responsible for its actions. A machine account is used exclusively for performing automated tasks. Multiple users may direct the actions of a machine account, but the owner of the Account is ultimately responsible for the machines actions. You may maintain no more than one free machine account in addition to your free User Account.
- One person or legal entity may maintain no more than one free Account (if you choose to control a machine account as well, that's fine, but it can only be used for running a machine).
- You must be age 14 or older. Panascais does not target our services to children under 14, and we do not permit any Users under 14 on our services. If we learn of any User under the age of 14, we will terminate that Users Account immediately. If you are a resident of a country outside the European Union, your countries minimum age may be older; in such a case, you are responsible for complying with your countries laws.
- Your login may only be used by one person — i.e., a single login may not be shared by multiple people.
D. User Account Security
You are responsible for keeping your Account secure while you use our services. We may offer tools such as two-factor authentication to help you maintain your Accounts security, but the content of your Account and its security are up to you.
- You are responsible for all content posted and activity that occurs under your Account.
- You are responsible for maintaining the security of your Account and password. Panascais cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You will promptly notify Panascais if you become aware of any unauthorized use of, or access to, our services through your Account, including any unauthorized use of your password or Account.
E. Additional Terms
In some situations, third parties' terms may apply to your use of Panascais. For example you may download an application that integrates with Panascais; or you may use Panascais to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.
III. Acceptable Use
Short version: While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.
A. Compliance with Laws and Regulations
Your use of the services must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the services is in compliance with laws and any applicable regulations.
B. Content Restrictions
You agree that you will not under any circumstances upload, post, host, or transmit any content that:
- is unlawful or promotes unlawful activities;
- is or contains sexually obscene content;
- is libelous, defamatory, or fraudulent;
- is discriminatory or abusive toward any individual or group;
- contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
- infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.
C. Conduct Restrictions
While using Panascais, you agree that you will not under any circumstances:
- harass, abuse, threaten, or incite violence towards any individual or group, including Panascais employees, officers, and agents, or other Panascais Users;
- use our servers, services or products for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
- attempt to disrupt or tamper with Panascais' servers in ways that could harm our Website or services, to place undue burden on Panascais' servers through automated means, or to access Panascais' services in ways that exceed your authorization;
- impersonate any person or entity, including any of our employees or representatives, including through false association with Panascais, or by fraudulently misrepresenting your identity or sites purpose; or
- violate the privacy of any third party, such as by uploading another persons personal information without consent.
D. Services Usage Limits
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the services, use of the services, or access to the services without Panascais' express written permission.
Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler. It does not refer to the collection of information through Panascais' API. Please see Section G for our API Terms. You may scrape the website for the following reasons:
- Researchers may scrape public, non-personal information from Panascais for research purposes, only if any publications resulting from that research are open access.
- Archivists may scrape Panascais for public data for archival purposes.
You may not scrape Panascais for spamming purposes, including for the purposes of selling Panascais users' personal information, such as to recruiters, headhunters, and job boards.
All use of Panascais data gathered through scraping must comply with the Panascais Privacy Statement.
Misuse of Panascais Users' Personal Information is prohibited.
Any person, entity, or service collecting data from Panascais must comply with the Panascais Privacy Statement, particularly in regards to the collection of our Users' Personal Information (as defined in the Panascais Privacy Statement). If you collect any Panascais Users Personal Information from Panascais, you agree that you will only use the Personal Information you gather for the purpose for which our User has authorized it. You agree that you will reasonably secure any Personal Information you have gathered from Panascais, and you will respond promptly to complaints, removal requests, and “do not contact” requests from Panascais or Panascais Users.
G. Excessive Bandwidth Use
If we determine your bandwidth usage to be significantly excessive in relation to other Panascais customers, we reserve the right to suspend your Account or throttle your hosting until you can reduce your bandwidth consumption.
H. User Protection
You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.
IV. User-Generated Content
Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.
A. Responsibility for User-Generated Content
You may create or upload User-Generated Content while using the services. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you upload, link to or otherwise make available via the services, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.
B. Panascais May Remove Content
We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Panascais terms or policies.
C. Ownership of Content, Right to Post, and License Grants
You retain ownership of and responsibility for your content. If you're uploading anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you upload; that you will only submit Content that you have the right to upload; and that you will fully comply with any third party licenses relating to Content you upload.
Because you retain ownership of and responsibility for your content, we need you to grant us certain legal permissions, listed in Sections IV.D — IV.F. These license grants apply to your content. If you upload Content that already comes with a license granting Panascais the permissions we need to run our services, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections IV.D — IV.F.
D. License Grant to Us
We need the legal right to do things like host your content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display your content, and make incidental copies as necessary to render the Website and provide the services. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case your content is something like music or video.
This license does not grant Panascais the right to sell your content or otherwise distribute or use it outside of our provision of the services.
E. License Grant to Other Users
Any User-Generated Content you provide, may be viewed by others. You agree to allow others to view and share your provided content.
F. Moral Rights
You retain all moral rights to your content that you upload, publish, or submit to any part of the services, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section IV.D, but not otherwise.
To the extent this agreement is not enforceable by applicable law, you grant Panascais the rights we need to use your content without attribution and to make reasonable adaptations of your content as necessary to render the Website and provide the services.
V. Copyright Infringement and DMCA Policy
If you believe that content on our website violates your copyright, please contact us. If you are a copyright owner and you believe that content on Panascais violates your rights, please contact us via our convenient DMCA form or by emailing email@example.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
We will terminate the Accounts of repeat infringers of this policy.
VI. Intellectual Property Notice
Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.
A. Panascais' Rights to Content
VII. API Terms
Short version: You agree to these Terms of Service, plus this Section VII, when using any of Panascais' APIs (Application Provider Interface), including use of the API through a third party product that accesses Panascais.
No Abuse or Overuse of the API
Abuse or excessively frequent requests to Panascais via the API may result in the temporary or permanent suspension of your Accounts access to the API. Panascais, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.
You may not share API tokens to exceed Panascais' rate limitations.
You may not use the API to download data or Content from Panascais for spamming purposes, including for the purposes of selling Panascais users' personal information, such as to recruiters, headhunters, and job boards.
All use of the Panascais API is subject to these Terms of Service and the Panascais Privacy Statement.
Panascais may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of Panascais' services.
VIII. Third Party Applications
Short version: You need to follow certain rules if you create an application for other Users.
A. Creating Applications
If you create a third-party application or other developer product that collects User Personal Information or User-Generated Content and integrates with the services through Panascais' API, OAuth mechanism, or otherwise (“Developer Product”), and make it available for other Users, then you must comply with the following requirements:
- You must comply with this Agreement and the Panascais Privacy Statement.
- Except as otherwise permitted, such as by law or by a license, you must limit your usage of the User Personal Information or User-Generated Content you collect to that purpose for which the User has authorized its collection.
- You must take all reasonable security measures appropriate to the risks, such as against accidental or unlawful destruction, or accidental loss, alteration, unauthorized disclosure or access, presented by processing the User Personal Information or User-Generated Content.
- You must provide Users with a method of deleting any User Personal Information or User-Generated Content you have collected through Panascais after it is no longer needed for the limited and specified purposes for which the User authorized its collection, except where retention is required by law or otherwise permitted, such as through a license.
B. Using Third-Party Applications
You may grant a Developer Product authorization to use, access, and disclose the contents of your profile, including your private chats. Some Developer Products can be used for performing automated tasks, and often times multiple Users may direct the actions of a Developer Product. However, if you purchase and/or set up a Developer Product on your Account, or you are an owner of an Account with an integrated Developer Product, then you will be responsible for the Developer Products actions that are performed on or through your Account. Please see our Privacy Statement for more information about how we share data with Developer Products.
Panascais makes no warranties of any kind in relation to Developer Products and is not liable for disclosures to third parties that you authorize to access your content. Your use of any third-party applications is at your sole risk.
IX. Advertising on Panascais
Short version: We do not generally prohibit use of Panascais for advertising. However, we expect our users to follow certain limitations, so Panascais does not become a spam haven. No one wants that.
A. Panascais Profiles
Panascais profiles are intended to host Content. You may include static images, links, and promotional text in the content associated with your profile, but they must be related to you.
You may not advertise, such as by uploading monetized or excessive bulk content.
B. Spamming and Inappropriate Use of Panascais
Short version: You are responsible for any fees associated with your use of Panascais. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.
If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.
B. Upgrades, Downgrades, and Changes
- We will immediately bill you when you upgrade from the free plan to any paying plan.
- If you change from a monthly billing plan to a yearly billing plan, Panascais will bill you for a full year at the next monthly billing date.
- If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately.
C. Billing Schedule; No Refunds
- For monthly or yearly payment plans, the services is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period.
- In order to treat everyone equally, no exceptions will be made.
By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Panascais.
E. Responsibility for Payment
You are responsible for all fees, including taxes, associated with your use of the services. By using the services, you agree to pay Panascais any charge incurred in connection with your use of the services. If you dispute the matter, contact Panascais Support. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.
XI. Cancellation and Termination
Short version: You may close your Account at any time. If you do, we'll treat your information responsibly.
A. Account Cancellation
It is your responsibility to properly cancel your Account with Panascais. You can cancel your Account at any time by going into your Settings in the global navigation bar at the top of the screen. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.
B. Upon Cancellation
We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your profile within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.
Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.
C. Panascais May Terminate
Panascais has the right to suspend or terminate your access to all or any part of the the services at any time, with or without cause, with or without notice, effective immediately. Panascais reserves the right to refuse service to anyone for any reason at any time.
All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
XII. Communications with Panascais
Short version: We use email and other electronic means to stay in touch with our users.
A. Electronic Communication Required
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the services; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
B. Legal Notice to Panascais Must Be in Writing
Communications made through email or Panascais Supports messaging system will not constitute legal notice to Panascais or any of its officers, employees, agents or representatives in any situation where notice to Panascais is required by contract or any law or regulation. Legal notice to Panascais must be in writing and served on Panascais' legal agent.
C. No Phone Support
Panascais only offers support via email, in-service communications, and electronic messages. We do not offer telephone support.
XIII. Disclaimer of Warranties
Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
Panascais provides the services “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the services including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
Panascais does not warrant that the services will meet your requirements; that the services will be uninterrupted, timely, secure, or error-free; that the information provided through the services is accurate, reliable or correct; that any defects or errors will be corrected; that the services will be available at any particular time or location; or that the services is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the services. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property.
We do not have knowledge of the data you store within your Hosted System, including the quantity, value or use of the data. You are therefore responsible to take all reasonable steps to mitigate the risks inherent in the provision of the Services, including loss of your data, including any personally identifiable information (referred to as “PII”) (as defined in the applicable Product Terms and Conditions) or “cardholder data” as that term is defined in the Payment Card Industry-Data Security Standard. The Services that Panascais has agreed to provide to assist you to mitigate such loss (if required) are set out in the Services Description, which may include backup services and geographically redundant servers. Panascais does not promise to back up your data unless you have purchased backup services. If you purchase backup services Panascais does not promise to retain any data backup(s) for longer than the agreed data retention period as set out in the Services Description. In all events, you release Panascais from liability for loss of data to the extent that the data has changed since the time that we were last required by the Agreement to perform a backup.
We will provide Support only to your administrative or technical contacts listed on your account. We will not provide support directly to your end users unless specifically agreed in writing.
Certain Panascais Services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are responsible for understanding the regulatory requirements applicable to your business and for selecting and using those Services in a manner that complies with the applicable requirements.
XIV. Limitation of Liability and Limitation on Damages
Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.
You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
- the use, disclosure, or display of your User-Generated Content;
- your use or inability to use the services;
- any modification, price change, suspension or discontinuance of the services;
- the services generally or the software or systems that make the services available;
- unauthorized access to or alterations of your transmissions or data;
- statements or conduct of any third party on the services;
- any other user interactions that you input or receive through your use of the services; or
- any other matter relating to the services.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
Subject to clause XIV.B (Liability), but without prejudice to Panascais' right to the fees for the Services, including any early termination fee (if applicable) and your right to service credits under the applicable Service Level Guarantee:
Each parties liability to the other for direct loss or damages whether in tort (including, without limitation, negligence), contract or otherwise, is limited to and shall not exceed:
- For Hosting Services, an amount that is twelve (12) times the monthly recurring fee under this Agreement as of the time of the occurrence of the event(s) giving rise to the claim; and
- For Supplementary Services, the greater of three hundred Euros (300 €) or the fees paid for the Supplementary Services that are the subject of the claim;
Neither party will be liable to the other in any way for any special, incidental, economic, or indirect loss or damages, or for loss of data, loss of profits, revenues, customers or contracts, wasted management time, increased costs or expenses, whatsoever and howsoever arising including in connection with the performance, non-performance or delayed performance of the Services or otherwise under this Agreement even if that party has been advised by the other or should have reasonably been aware of the possibility of such loss.
Nothing in this Agreement limits or excludes either parties liability for any loss or damages resulting from:
- Death or personal injury caused by its negligence; and
- Any fraud or fraudulent misrepresentation.
C. Service Credits
The service credits stated in the Service Level Guarantee are your exclusive remedy for Panascais' failure to meet those guarantees for which service credits apply.
XV. Release and Indemnification
Short version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.
If you have a dispute with one or more Users, you agree to release Panascais from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys' fees, arising out of your use of the services, including but not limited to your violation of this Agreement, provided that Panascais (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Panascais of all liability); and (3) provides to you all reasonable assistance, at your expense.
XVI. Changes to These Terms
Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the services constitutes agreement to our revisions of these Terms of Service.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services (or any part of them) with or without notice.
XVII. Our Obligations
Panascais' obligation to begin providing Services is contingent on your satisfaction of Panascais' credit approval criteria. Panascais will provide the Hosting Services in accordance with the Services Description, the Service Level Guarantees, and other specifications in this Agreement. Panascais will perform any Supplementary Services in a good and professional manner. Panascais will perform all Services in accordance with applicable law.
XVIII. Your Obligations
You must use reasonable security precautions in connection with your use of the Services. You must comply with the laws applicable to your use of the Services and with the Acceptable Use Policy. You must cooperate with Panascais' reasonable investigation of Service outages, security problems, and any suspected breach of the Agreement. You are responsible for keeping your account permissions, billing, and other account information up to date using Panascais' dashboard or via another Panascais defined process. You must pay when due the fees for the Services stated in the Services Description or other agreement between us. If there is a dispute with respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly and provide written details specifying the basis of any dispute. Each of us agrees to work together to promptly resolve any disputes.
XIX. Unauthorised Access To Your Data Or Use Of The Services
Panascais is not responsible to you or any third party for unauthorised access to your data or the unauthorised use of the Services unless the unauthorised access or use results from Panascais' failure to meet its security obligations stated in Section XVII. (Our Obligations) of these General Terms and Conditions or the Services Description. You are responsible for the use of the Services by any employee of yours, any person you authorise to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorised by you.
XX. Taxes On Services
A. Sales Taxes
Unless otherwise expressly provided in the Agreement or included in the invoice for the services, all amounts due to Panascais under the Agreement are exclusive of any value added, goods, services, sales, use, property, excise and like taxes, import duties and/or applicable levies (collectively, “Tax”). If Panascais is required by law to collect Taxes on the provision of the Service, Panascais will invoice you for such Tax and you must pay Panascais the amount of the Tax that is due or provide Panascais with satisfactory evidence of your exemption from the Tax. The obligation to pay any Taxes that Customer may be required to pay in connection with Customers use of Services or Customers payment of amounts due to Panascais under the Agreement shall be borne exclusively by Customer. You must provide Panascais with accurate factual and adequate information and documentation (as determined by Panascais), to help Panascais determine if any Tax is due with respect to the provision of the Services.
B. Withholding Taxes
All payments to Panascais shall be made without any withholding or deduction for any Taxes, except for any withholding (or similar) taxes imposed on income that may be attributed to Panascais in connection with its provision of the Services that you are legally required to withhold from such payment and remit to the applicable governmental or taxing authority (such taxes, “Local Withholding Taxes”). You agree to timely provide Panascais with adequate and accurate factual information and documentation (as determined by Panascais), including tax receipts, of your payment of any such Local Withholding Taxes. Panascais shall remit such cost to you in the form of a credit on your outstanding account balance following receipt of sufficient evidence of payment of any such Local Withholding Taxes as set forth above.
XXI. Export Matters
You represent and warrant and undertake that you will not possess, use, import, export or resell (and shall not permit the possession, use, importation, exportation, or resale of) the Services or any information or technical data provided by Panascais to you under this Agreement in any manner which would cause Panascais or its Affiliates to breach any applicable export control laws, rules, or regulations of any jurisdiction (including without limitation those under EU and US law). Without limitation, you represent and warrant and undertake that you will not provide administrative access to or permit use of the Services by any persons (including any natural person, government or private entity or other form of body corporate) that is located in or is a national of any country that is embargoed or highly restricted under EU or US export laws, rules or regulations.
XXII. Terms And Fees
Your applicable Product Terms and Conditions and Services Description set out your term and renewal information as well as fee and pricing information.
XXIII. Suspension Of Services
A. We may suspend Services without liability if:
- we reasonably believe that the Services are being used in breach of the Agreement;
- you don't cooperate with our reasonable investigation of any suspected violation of the Agreement;
- there is an attack on your Hosted System or your Hosted System is accessed or manipulated by a third party without your consent;
- we are required by law or a regulatory or government body to suspend your Services; or
- there is another event for which we reasonably believe that the suspension of Services is necessary to protect the Panascais network or our other customers.
B. Advance notice
We will give you advance notice of a suspension under this clause of at least twelve (12) Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Panascais or its other customers from imminent and significant operational, legal, or security risk. If your Hosted System is compromised, then you must address the vulnerability prior to Panascais placing the Hosted System back in service or, at your request, we may be able to perform this work for you at our standard hourly rates as a Supplementary Service.
XXIV. Termination For Breach
A. You may terminate the Agreement for breach if we:
- materially fail to provide the Services as agreed and do not remedy that failure within fourteen (14) days of your written notice describing the failure; or
- materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.
B. We may terminate the Agreement for breach if:
- we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete;
- the individual signing the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer;
- your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice;
- you have made payment arrangements via credit card or other third party, and the third party refuses to honour our charges;
- you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within thirty (30) days of our written notice to you describing the failure;
- you contravene Section XXI. (Export Matters) of this General Terms and Conditions;
- your agreement for any other Panascais service is terminated for breach of the acceptable use policy applicable to that service.
C. Either of us may terminate the Agreement with immediate effect on written notice if the other (or we reasonably believe that the other):
(i) is unable to pay its debts; or (ii) enters into compulsory or voluntary liquidation; or (iii) compounds with or contravenes a meeting of its creditors; or (iv) has a receiver or manager or an administrator appointed (or an application is made to the court for the same); or (v) ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts (“Insolvency Event”).
D. Insolvency Event
Notwithstanding anything to the contrary within the Agreement, the fees for the Services shall become due immediately upon the occurrence of an Insolvency Event.
XXV. Confidential Information
Each of us agrees not to use the others Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, as may be required by law, or as set forth below. Each of us agrees not to disclose the others Confidential Information to any third person except as follows:
- to each of our respective service providers, employees, Affiliates, suppliers, agents and representatives, provided that such service providers, employees, Affiliates, suppliers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this General Terms and Conditions; or
- to a law enforcement or government agency if either of us reasonably believes that the others conduct may violate applicable criminal law;
- as required by law; or
- in response to a court order or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) days prior to disclosing Confidential Information under this clause (or prompt notice in advance of disclosure, if seven (7) days advance notice is not reasonably feasible), unless the law forbids such notice.
You agree that we may publicly disclose that we are providing Services to you and may use your name and logo to identify you as our customer in promotional materials, including press releases. We will not use your name or logo in a manner that suggests an endorsement or affiliation.
You may not copy any software we provide for your use, unless expressly permitted by this Agreement or use such software after the expiration or termination of the Agreement. You may not remove, modify or obscure any copyright, trade mark, or other proprietary rights notices that appear on any software we provide for your use. Unless permitted by the terms of an open source software licence, you may not reverse engineer, decompile or disassemble any software we provide for your use except and to the extent that you are expressly permitted by applicable law to do this, and then following at least ten (10) days advance written notice to Panascais.
B. Customer Provided Licences
If you use any non-Panascais provided software on your Hosted System you represent and warrant to Panascais that you have the legal right to use the software in that manner. If we have agreed to install, patch or otherwise manage software for you in reliance on your licence with a software vendor (rather than Panascais' licence with the software vendor), then you represent and warrant that you have a written licence agreement with the software vendor that permits Panascais to perform these activities. On Panascais' request you will certify in writing that you are in compliance with the requirements of this paragraph and any other software license restrictions that are part of the Agreement, and will provide evidence of your compliance as we may reasonably request. If you fail to provide the required evidence of licensing, Panascais may, at its option, either:
- Charge you its standard fee for the use of the software in reliance on Panascais' licensing agreement with the vendor until such time as the required evidence is provided; or
- Suspend or terminate the Agreement.
Your licensed software may not be compatible with our standard process for deploying and repairing Hosted Systems. In addition, in order to install the software, Panascais may require you to send the physical or electronic media provided to you by the software vendor, both for deployment, and again in the event of a failure of your Hosted System. You agree that Panascais will not be in breach of any Service Level Guarantee or other obligation under this Agreement that would not have occurred but for the delay resulting from our agreement to use your licensed software.
Panascais personnel may from time to time recommend third party software or other products and services for your consideration. Panascais makes no representation or warranty whatsoever regarding such products and services. Your use of any products and services not provided by Panascais is governed by the terms of your agreement with the provider of those products and services, and is at your sole risk. Panascais is not responsible in any way for the third party products performance, features nor failures
XXIX. Who May Use The Services
You may permit your subsidiaries and affiliated companies to use the Services if you wish, however you are responsible for the acts or omissions of your permitted users. Panascais will provide support only to you, not to your customers, subsidiaries or affiliates. There are no third party beneficiaries to the Agreement, meaning that your customers, subsidiaries, affiliates, and other third parties do not have any rights against either of us under the Agreement.
XXX. Data Protection
Each of us agrees to comply with our respective obligations under the Data Protection Act 1998 (the “Act”) as applicable to personal data that it controls or processes as part of, or in connection with, its use or provision of the Services. Specifically, but without limitation, you must comply with the Act as it relates to personal data that you store or transfer using your Hosted System. You agree that, subject to the requirements of this paragraph and Panascais' obligations stated in Section XXXVII. (Assignment/Subcontractors), Panascais may give its affiliates and subcontractors outside of the European Economic Area (EEA) access to personal data you store on your Hosted System. For example, we may provide our US affiliates with access to your Hosted System so that the US affiliate may provide Support to you during our off office hours in the EU. We agree that we will not provide access to personal data that you store on your Hosted System to any subcontractor or affiliate outside of the EEA unless that person meets the requirements stated below during the entire time that it has access to the personal data:
For personal data for which we are a “controller” under the Act, the affiliate or subcontractor to whom we transfer the personal data (i) is located in a country for which the European Commission has made a positive finding of adequacy, (ii) is located in the United States and has certified to the United States Department of Commerce that it adheres to the Safe Harbour framework developed by the United States Department of Commerce in coordination with the European Union, or (iii) has signed the standard contractual model clauses for the transfer of personal data from either: (a) Panascais to a processor, or (b) Panascais to a controller who is based in a country outside the EEA that is not recognised as offering an adequate level of data protection; and
For personal data for which we are a “processor” under the Act, the affiliate or subcontractor that has access to the Hosted System has signed a data processing agreement with us.
XXXI. Data Centres
We are constantly upgrading data centre facilities and in order for you to benefit from this, you agree that we may relocate your servers within data centres, make changes to the provision of the Services, URLs and your IP addresses and may establish new procedures for the use of the Services. We may also make changes to DNS records and zones on Panascais operated or managed DNS servers as we deem necessary for the operation of the shared network infrastructure. In each case, we will give you reasonable advance notice and use all reasonable endeavours to minimise the effect that such change will have on your use of the Services.
XXXII. Services Management Agent
You agree that you will not interfere with any services management software agent(s) that Panascais installs on your Hosted System. Panascais agrees that its agents will use only a minimal amount of computing resources, and will not interfere with your use of your Hosted System. Panascais will use the agents to track the hardware and software that Panascais provides, so that it can more efficiently manage various service issues, such as patching exceptions and product life cycles. Panascais may also use the software to identify security vulnerabilities. Panascais will not use the agents to view or capture your content or data. Your Services will become “unsupported” as described in the Product Terms if you disable or interfere with our service management software agents. You agree that Panascais may access your Hosted System to reinstall services management software agents if you disable or interfere with their performance.
Your routine communications to Panascais regarding the Services, including any notice of non-renewal, should be sent to your Panascais account team using the Panascais dashboard. If you want to give a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by electronic mail and first class post to:
Panascais Road 1,
Pedrógão Grande, Portugal
Panascais' routine communications regarding the Services and legal notices will be posted on the Panascais dashboad or sent to the individual(s) you designate as your contact(s) on your account either by electronic mail (including an electronic mail referring you to a ticket posted on your Panascais dashboard), first class post, or overnight courier. Notices are deemed received as of the time posted or delivered, or if that time does not fall on a Business Day, as of the beginning of the first Business Day following the time posted or delivered. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.
XXXIV. Ownership Of Intellectual Property
Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights and other intellectual property. Any intellectual property developed by Panascais during the performance of the Service(s) shall belong to Panascais unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.
XXXV. Ownership Of Other Property
You do not acquire any ownership interest in or right to possess the Hosted System, and you have no right of physical access to the Hosted System. We do not acquire any ownership interest in or right to the information you transmit to or from or store on your Panascais servers or other devices or media.
XXXVI. Intellectual Property Infringement
If Panascais or any of its customers is faced with a credible claim that the Services infringe the intellectual property rights of a third party, and Panascais is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then Panascais may terminate the Services on reasonable notice of at least ninety (90) days, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.
Neither party may assign the Agreement without the prior written consent of the other party except that Panascais may assign the Agreement to an Affiliate with sufficient financial standing in order to meet its obligations under this Agreement or as part of a bona fide corporate reorganisation or a sale of its business. We may transfer your Confidential Information as part of any such transaction. Panascais may use third party service providers to perform all or any part of the Services, but Panascais remains responsible to you under this Agreement for Services performed by its third party service providers to the same extent as if Panascais performed the Services itself.
XXXVIII. Force Majeure
Neither of us will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
A. Governing Law
Except to the extent applicable law provides otherwise, this Agreement between you and Panascais and any access to or use of the services are governed by the federal laws of Germany, without regard to conflict of law provisions. Panascais may seek to enforce any judgment anywhere in the world where you may have assets. Each of us agrees that it will not bring a claim under the Agreement more than two (2) years after the event giving rise to the claim occurred.
Panascais may assign or delegate these Terms of Service and/or the Panascais Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section IV.D. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.
C. Section Headings and Summaries
Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
D. Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent. The remaining portions will remain in full force and effect. Any failure on the part of Panascais to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
E. Amendments; Complete Agreement
This Agreement may only be modified by a written amendment signed by an authorized representative of Panascais, or by the posting by Panascais of a revised version. These Terms of Service, together with the Panascais Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. A Services Description may be amended to modify, add, or remove services by a formal written agreement signed by both parties, or by an exchange of correspondence, including via electronic mail or the Panascais ticketing system, that includes the express consent of an authorised individual for each of us. The pre-printed terms on your purchase order or other business forms will not become part of this Agreement.
The Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter and supersedes and replaces any prior understanding or communication, written or oral. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Panascais which is not set out in the Agreement.
G. Order of Precedence
If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: signature page for the Hosting Services Agreement, Country Specific Terms (if any), Services Description, Product Terms, any addendum to the General Terms and Conditions, the General Terms and Conditions, and the Acceptable Use Policy.
H. Unenforceable Provisions
If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement.
I. No Waiver
Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past.
J. No Partnership
The relationship between the parties is that of independent contractors and not business partners. Neither party is the agent for the other, and neither party has the right to bind the other to any agreement with a third party.
The captions and short versions in the Agreement are for convenience only and are not part of the Agreement. The use of the word “including” in the Agreement shall be read to mean “including without limitation.” The words “our” and “us” refer to Panascais unless the context clearly indicates another meaning.
L. Changes Not Made Known
If you have made any change to the Agreement that you did not bring to Panascais' attention in a way that is reasonably calculated to put Panascais on notice of the change, the change shall not form part of the Agreement.
Questions about the Terms of Service? Contact us: firstname.lastname@example.org.