This document (“General Subscription Terms and Conditions”) sets forth the standard terms and conditions governing the use of the Services provided by Pandolox (“Pandolox”) to all subscribers. 

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These terms apply to all subscriptions entered into by subscribers, and govern the use, access, and operations of the Services. They are intended to supplement the Subscription Agreement executed by each subscriber, which contains the specific details of the subscription, including fees, term, and subscriber-specific rights?

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By accessing or using the Services, the subscriber agrees to comply with these Terms.

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1. Use of Services

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1.1. Authorized Use

       1.1.1. Subscriber may access and use the Services solely for its internal business purposes and in accordance with the terms and conditions of its agreement with Pandolox. Access is limited to the Authorized Users specified in the Subscription Agreement. Subscriber shall ensure that all Authorized Users comply with the terms. 

 

1.2. Acceptable Use

       1.2.1. Subscriber shall use the Services in a lawful manner and in compliance with all applicable laws, regulations, and industry standards. Subscriber may not use the Services to:

                 1.2.1.1. Violate any applicable laws or regulations;

                 1.2.1.2. Infringe or misappropriate the intellectual property or other rights of any third party;

                 1.2.1.3. Introduce viruses, malware, or other harmful code;

                 1.2.1.4. Interfere with the integrity, availability, or performance of the Service. 

 

1.3. Prohibited Activities

       1.3.1. Subscriber shall not, and shall not permit any Authorized User to:

                 1.3.1.1. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;

                 1.3.1.2. Sell, sublicense, distribute, or otherwise make the Services available to third parties;

                 1.3.1.3. Remove, alter, or obscure any proprietary notices or labels on the Services;

                 1.3.1.4. Attempt to gain unauthorized access to the Services, Pandolox systems, or other subscriber accounts;

                 1.3.1.5. Use the Services to store or transmit material that is unlawful, harmful, defamatory, or otherwise prohibited.

 

2. Accounts

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2.1. Accounts Creation

       2.1.1. Subscriber must create an account to access the Services. Subscriber shall provide accurate and complete information when creating an account and shall promptly update the account information to maintain its accuracy. Pandolox may suspend or terminate access if the account information is false, misleading, or incomplete.

 

2.2. Security Responsibilities

       2.2.1. Subscriber is responsible for maintaining the confidentiality of account credentials, including usernames and passwords, and for all activities that occur under its account. Subscriber shall notify Pandolox immediately of any unauthorized use or suspected compromise of account credentials. Subscriber shall ensure that all Authorized Users comply with these security obligations.

 

2.3. User Management

       2.3.1. Subscriber is responsible for managing its  Authorized Users, including granting, modifying, and revoking access as necessary. Subscriber shall promptly remove access for any Authorized User who no longer requires access or who no longer complies with the Terms of its Subscription Agreement with Pandoblox.

 

3. Subscriber Responsibilities

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3.1. The Subscriber is responsible for the following obligations in connection with its use of the Service:

       3.1.1. Compliance with Laws. Comply with all applicable laws, regulations, and industry standards.

       3.1.2. Authorized Use. Ensure that all Authorized Users access and use the Services in accordance with the Terms and any applicable agreement.

       3.1.3. Cooperation. Cooperate with Pandolox as reasonably necessary to enable Pandolox to deliver and maintain the Services.

       3.1.4. Equipment and Connectivity. Maintain all equipment, software, and internet connectivity required to access the Services.

       3.1.5. Data and Content Responsibility. Ensure that any data, content, or materials uploaded or submitted to the Services do not violate applicable laws or the rights of third parties.

 

4. Service Availability

 

4.1. Availability

       4.1.1. Pandolox will use commercially reasonable efforts to make the Services available to Subscribers 24 hours a day, 7 days a week, except for scheduled maintenance or as otherwise set forth in these Terms. Pandolox does not guarantee uninterrupted or error-free access.

 

4.2. Maintenance

       4.2.1. Pandolox may perform scheduled or emergency maintenance, updates, or upgrades to the Services. Pandolox will use commercially reasonable efforts to provide advance notice of scheduled maintenance where feasible. Subscriber acknowledges that such maintenance may temporarily impact access to the Services.

 

4.3. Modifications

       4.3.1. Pandolox may modify or upgrade the Services, including adding, removing, or changing features or functionality, at its discretion. Such modifications will not materially reduce the overall functionality of the Services as provided to Subscribers under the Terms.

 

5. Suspension and Termination

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5.1. Suspension Rights

       5.1.1. Pandolox may suspend access to the Services, in whole or in part, if:

                 5.1.1.1. Subscriber breaches any provision of the Terms of the Agreement or any incorporated references;

                 5.1.1.2. Pandolox reasonably believes that Subscriber’s use of the Services may cause harm to the Service, Pandolox systems, or third parties; or

                 5.1.1.3. Required by law, regulation, or government order.

       5.1.2. Pandolox will use commercially reasonable efforts to provide notice of suspension where practicable. 

 

5.2. Termination for Cause

        5.2.1. Either party may terminate the Subscriber’s access to the Services immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice.

 

6. Intellectual Property

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6.1 Ownership

      6.1.1. All rights, title, and interest in and to the Services, including all software, content, documentation, and technology provided by Pandolox or its licensors. Nothing in these Terms or any agreement transfers ownership of Pandolox’s intellectual property to Subscriber.

 

6.2. Licensed Grant / Restrictions

       6.2.1. Subject to the Terms and any applicable agreements, Pandolox grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for its internal business purpose. Subscriber shall not:

                  6.2.1.1. Copy, modify, or create derivative works of the Services;

                  6.2.1.2. Reverse engineer, decompile, or attempt to derive the source code of the Services;

                  6.2.1.3. Distribute, sublicense, or make the Services available to third parties;

                  6.2.1.4. Remove or alter any proprietary notices or labels on the Services.

 

6.3. Feedback

       6.3.1. Subscriber may provide suggestions, comments, or other feedback regarding the Services (“Feedback”). Subscriber grants Pandolox a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate any Feedback into the Services without obligation to Subscriber.

 

7. Warranties, Disclaimers, Exclusive Remedies

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7.1. Each party warrants that:

       7.1.1. It has legal power and authority to enter into these terms; and

       7.1.2. Its performance under these terms will not violate any applicable law or agreement to which it is a party.

 

7.2. PandoloxWarranties:

       7.2.1. Pandolox warrants that it will provide the Services in a commercially reasonable manner consistent with generally accepted industry standards.

 

7.3. Disclaimers:

       7.3.1. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. PANDOBLOX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

 

7.4. Exclusive Remedies:

       7.4.1. Subscriber’s sole and exclusive remedy for any breach of the warranties set forth in these terms shall be for Pandolox, at its option, to:

                 7.4.1.1. Use commercially reasonable efforts to re-perform the affected Services; or

                 7.4.1.2. If re-performance is not commercially practicable, terminate the applicable Subscription Agreement and refund any prepaid fees for the unused portion of the subscription term.

8. Limitation of Liability

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8.1. Exclusion of Consequential Damages

       8.1.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PANDOBLOX BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR:

                  8.1.1.1. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

                  8.1.1.2. LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES; OR

                  8.1.1.3. BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

8.2. Aggregate Liability

       8.2.1. PANDOBLOX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY SUBSCRIBER FOR THE SERVICES  UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PROCEEDING THE CLAIM.

 

8.3. Applicability

       8.3.1. The limitations in this section shall apply regardless of the form of action, whether in contract, tort, or otherwise, and even if any exclusive remedy fails of its essential purpose.

 

9. Indemnification

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9.1. Provider Indemnification

       9.1.1. Pandolox shall defend, indemnify, and hold harmless Subscriber and its officers, directors, and employees from and against any and all third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or in connection with an allegation that the use of the Subscription Services in accordance with these terms infringes the intellectual property rights of a third party.

 

9.2. Subscriber Indemnification

       9.2.1. Subscriber shall defend, indemnify, and hold harmless Pandolox from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

                 9.2.1.1. Subscriber’s use of the Services in violation of these terms or any applicable subscription agreement;

                 9.2.1.2. Subscriber data or content submitted to the services; or

                 9.2.1.3. Subscriber’s violation of applicable laws or third-party rights.

 

9.3. Indemnification Procedure:

       9.3.1. The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification and allow the indemnifying party to control the defense and settlement of the claim, provided that no settlement shall impose any obligation or liability on the indemnified party without its prior written consent.

 

10. Fees and Payment Obligations

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10.1. Subscriber shall pay all fees in accordance with the applicable agreement. Except as expressly stated in the agreement, all payment obligation are non-cancelable and fees paid are non-refundable.

 

10.2. Pandolox may suspend access to the Services for overdue payments following reasonable notice.

 

10.3. Subscriber is responsible for all applicable taxes, excluding taxes based on Pandolox’s income.

 

10.4. Move late payment here?

 

10.5. Currency?

 

11. Privacy and Data Protection

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11.1 Privacy Policy

        11.1.1. Pandolox’s collection, use, and processing of personal data in connection with the Services are governed by the Privacy Policy, which is incorporated by reference into these terms. Subscriber acknowledges and agrees that Pandolox may process personal data in accordance with the Privacy Policy and applicable data protection laws.

        11.1.2. [Add link here]

 

11.2. Security Policy

         11.2.1. Pandolox maintains administrative, technical, and organizational safeguards designed to protect personal data as described in the Security Policy, which is incorporated by reference into these terms.

         11.2.2. [Add link here]

 

11.3. Compliance with Data Protection Laws

         11.3.1. Each party shall comply with applicable data protection and privacy laws in connection with its obligations under these terms.

         11.3.2. [Add link here]