This document (“General Subscription Terms and Conditions”) sets forth the standard terms and conditions governing the use of the Services provided by Pandoblox (“Pandoblox”, “Provider”) to all subscribers. Pandoblox and subscribers are each referred to herein as a “Party” and collectively as the “Parties”. In the context of this Agreement, a Party may also be referred to as a “Discloser” or “Recipient”.

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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. Definitions

 

1.1. For purposes of this document, the following terms have the meanings set forth below. Capitalized terms not defined in this document shall have the meanings given in the applicable Subscription Agreement or its referenced documents.

        1.1.1. “User(s)” are those individuals (e.g., employees, contractors, or agents of the Subscriber) who are authorized by the Subscriber to access and use the Services, and whose usage is accounted for within the quantitative limitations specified in the applicable Subscription Agreement.

        1.1.2. “Service(s)” means Pandoblox’s services, including the systems, infrastructure, and processes used to provide them and handle client, subscriber, and user data.

        1.1.3. “Subscriber Data” means all data, information, content, and other materials supplied, uploaded, input, or otherwise made available to Pandoblox by the Subscriber or its Users for the purpose of using the Services.

        1.1.4. “Subscription Agreement” means the primary written agreement between Pandoblox and the Subscriber under which Pandoblox provides the Services, and to which this Security Policy is incorporated.

        1.1.5. “Terms and Conditions” means the Subscription Agreement, together with any schedules, annexes, or other supporting documents, and any policies or materials made available on Pandoblox’s website that are incorporated by reference.

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THE FOLLOWING SECTIONS 2, 3, 4, 5, 6 PERTAIN TO THE PANDOBLOX SUBSCRIPTION AND USAGE MODEL

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2. Use of Services

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2.1. Authorized Use

       2.1.1. 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 Pandoblox. Access is limited to the Users specified in the Subscription Agreement. Subscriber shall ensure that all Users comply with the Terms and Conditions. 

 

2.2. Acceptable Use

       2.2.1. 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:

                  2.2.1.1. Violate any applicable laws or regulations;

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

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

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

 

2.3. Prohibited Activities

       2.3.1. Subscriber shall not, and shall not permit any User to:

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

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

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

                 2.3.1.4. Attempt to gain unauthorized access to the Services, Pandoblox systems, or other subscriber accounts;

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

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3. Accounts

 

3.1. Account Creation

       3.1.1. 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. Pandoblox may suspend or terminate access if the account information is false, misleading, or incomplete.

 

3.2. Security Responsibilities

       3.2.1. 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 Pandoblox immediately of any unauthorized use or suspected compromise of account credentials. Subscriber shall ensure that all Users comply with these security obligations.

 

3.3. User Management

       3.3.1. Subscriber is responsible for managing its 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 and Conditions of its Subscription Agreement with Pandoblox.

 

4. Subscriber Responsibilities

 

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

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

       4.1.2. Authorized Use. Ensure that all Users access and use the Services in accordance with the set Terms and Conditions.

       4.1.3. Cooperation. Cooperate with Pandoblox as reasonably necessary to enable Pandoblox to deliver and maintain the Services.

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

       4.1.5. 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.

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5. Service Availability

 

5.1. Availability

       5.1.1. Pandoblox 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 the Subscription Agreement. Pandoblox does not guarantee uninterrupted or error-free access.

 

5.2. Maintenance

       5.2.1. Pandoblox may perform scheduled or emergency maintenance, updates, or upgrades to the Services. Pandoblox 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.

 

5.3. Modifications

       5.3.1. Pandoblox 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 and Conditions.

 

6. Suspension and Termination

 

6.1. Suspension Rights

       6.1.1. Pandoblox may suspend access to the Services, in whole or in part, if:

                 6.1.1.1. Subscriber breaches any provision of the Terms and Conditions or any documents incorporated by reference;

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

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

        6.1.2. Pandoblox will use commercially reasonable efforts to provide notice of suspension where practicable.

        6.1.3. Pandoblox also reserves the right to immediately terminate the Services if Subscriber’s payment obligations are late, as set forth in the Fees and Payment Obligations section.

 

6.2. Termination for Cause

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

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6.3 Effect of Termination. Upon expiration or termination of the Subscription for any reason:

 

       6.3.1. Access: Subscriber’s access to the Services shall immediately cease, and all licenses granted under this Subscription shall terminate.

       6.3.2. Fees: Subscriber remains responsible for all fees accrued through the effective date of termination. No refunds shall be due for any portion of the term already paid, except otherwise agreed to in writing.

       6.3.3. Data: Provider may delete or disable access to Subscriber data in accordance with the Data Retention and Privacy Policy. Subscriber is responsible for exporting or backing up any data prior to termination.

       6.3.4. Obligations: Termination shall not release either Party from obligations that, by their nature, survive termination, including but not limited to payment obligations, confidentiality, and intellectual property rights.

 

THE FOLLOWING SECTIONS 7, 8, 9, 10, 11, 12 PERTAIN TO THE PANDOBLOX MANAGED STAFFING, MANAGED SERVICES, IMPLEMENTATION, AND CONSULTING SERVICES

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7. Intellectual Property

 

7.1. Ownership

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

 

7.2. Licensed Grant / Restrictions

        7.2.1. Subject to the Terms and Conditions and any applicable agreements, Pandoblox 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:

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

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

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

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

 

7.3. Feedback

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

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8. Warranties, Disclaimers, Exclusive Remedies

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8.1. Each Party warrants that:

        8.1.1. It has legal power and authority to enter into these Terms and Conditions; and

        8.1.2. Its performance under these Terms and Conditions will not violate any applicable law or agreement to which it is a party.

 

8.2. Pandoblox Warranties:

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

 

8.3. Disclaimers:

        8.3.1. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, 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.

 

8.4. Exclusive Remedies:

        8.4.1. Subscriber’s sole and exclusive remedy for any breach of the warranties set forth in these Terms and Conditions shall be for Pandoblox, at its option, to:

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

                   8.4.1.2. If re-performance is not commercially practicable, terminate the applicable Subscription Agreement and waive professional services fees for the unused portion of the subscription term.

 

9. Limitation of Liability

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9.1. Exclusion of Consequential Damages

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

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

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

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

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9.2. Aggregate Liability

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

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9.3. Applicability

        9.3.1. 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.

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10. Indemnification

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10.1. Provider Indemnification

          10.1.1. Pandoblox 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 Services in accordance with these Terms and Conditions infringes the intellectual property rights of a third party.

 

10.2. Subscriber Indemnification

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

                       10.2.1.1. Subscriber’s use of the Services in violation of these Terms and Conditions or any applicable agreement;

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

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

 

10.3. Indemnification Procedure:

          10.3.1. 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.

 

11. Confidential Information

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11.1. Confidential Information. “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, visually, in writing, or electronically, that is designated as confidential or that, by the nature of the circumstances surrounding disclosure, ought to be treated as confidential. For Pandoblox, Confidential Information includes the Services, software, technology, documentation, pricing, and non-public business plans. For the Subscriber, Confidential Information includes Subscriber Data, business operations, and financial information provided to Pandoblox.

 

11.2. Obligations of Confidentiality. The Receiving Party shall:

          11.2.1. Use the Disclosing Party’s Confidential Information solely to exercise its rights and perform its obligations under these Terms and Conditions.

          11.2.2. Protect the Confidential Information using the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care.

          11.2.3.Disclose the Confidential Information only to those of its employees, agents, and subcontractors who have a need to know such information for the purposes of this Agreement and who are bound by written confidentiality obligations at least as protective as those herein.

 

11.3. Exclusions. Confidential Information shall not include any information that:

          11.3.1. Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party.

          11.3.2. Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.

          11.3.3. Is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party.

          11.3.4. Was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

 

11.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or a valid court or governmental order, provided that the Receiving Party gives the Disclosing Party prior written notice (to the extent legally permitted) sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy.

 

11.5. Return of Confidential Information. Upon the written request of the Disclosing Party or the expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information and all documents or media containing such information, provided that the Receiving Party may retain copies as required by law or for routine backup purposes, subject to the continuing confidentiality obligations herein.

 

11.6. Survival. The obligations in this Section 11 shall survive the termination or expiration of the Subscription Agreement for a period of three (3) years.
 

12. Governing Law and Jurisdiction

 

12.1. This Agreement is governed by and interpreted according to the laws of the state of Delaware, and any suit arising out of or relating to this Agreement shall be filed and adjudicated exclusively by a court in Los Angeles, State of California. The prevailing Party shall be entitled to reasonable attorney’s fees and costs as awarded by a court in case of any suit.

 

13. Miscellaneous

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13.1. Force Majeure. Neither Party will be held liable nor deemed to be in default of this Agreement if it is prevented from carrying out its obligations hereunder due to causes beyond its reasonable control, including but not limited to any act of God, fire, natural disaster, accident, war, acts of war (declared or not), insurrections, riots, civil commotion, strikes, lockouts or any other labor disturbances, shortages in the marketplace, or acts, omissions or delays in acting by any governmental authority or the other Party.

 

13.2. Assignment. Neither Party shall have the right to assign this Agreement to another party, except that Subscriber may assign its rights and obligations to a successor to substantially all its relevant assets or business. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns. Any assignment made without prior written consent shall be wholly void and invalid.

 

13.3. Non-Solicitation/Non-hire. 

          13.3.1. Subscriber and Pandoblox agree that the personnel of Pandoblox are critical to Pandoblox’s ability to provide services. Therefore, the Subscriber agrees not to hire or otherwise solicit the employment of, directly or indirectly, any Pandoblox personnel associated with performing the services acquired hereunder during the term of this Agreement or for one (1) year thereafter. If a Subscriber violates this prohibition, the Subscriber shall immediately pay Pandoblox an amount equal to the annual compensation of the Pandoblox personnel hired.

          13.3.2. Subscriber and Pandoblox agree that the personnel of the Subscriber are critical to the Subscriber's ability to provide services. Therefore, Pandoblox agrees not to hire or otherwise solicit the employment of, directly or indirectly, any Subscriber personnel associated with performing the services acquired hereunder during the term of this Agreement or for one (1) year thereafter. If Pandoblox violates this prohibition, Pandoblox shall immediately pay to Subscriber an amount equal to the annual compensation of the Subscriber personnel hired.

 

13.4. Waiver. The failure of either Party to enforce any provision of this Subscription Agreement, or to exercise any right or remedy, shall not constitute a waiver of such provision, right, or remedy. A waiver of any breach or default must be in writing and signed by the party granting the waiver to be effective. No waiver of any provision shall constitute a waiver of any other provision or of any subsequent breach or default.

 

13.5. Severability. If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid, or unenforceable, it is the intention of the Parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible, any illegal, invalid, or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid, or unenforceable provision.

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13.6. Entire Agreement. This Agreement, including any documents it references to, as to its subject matter, exclusively and completely states the rights, duties, and obligations of the Parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions, and understandings by or between the Parties. This Agreement may only be amended in writing and signed by both Parties. The Parties, by their representatives signing below, agree with the terms of this Agreement and further certify that their respective signatories are duly authorized to execute this Agreement.

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13.7. Amendments. This Agreement may only be amended by an agreement signed by the duly authorized representatives of Pandoblox and Subscriber. The terms contained herein may not be altered, supplemented, or interpreted by any course of dealing or trade practices.

 

13.8. Survival of Provisions. All provisions of this Agreement that by their nature extend beyond the termination of this Agreement shall survive termination.

 

13.9. Exceptions. Any services, features, or functionality not included in this Agreement, or any deviations from the standard Service offering, are considered exceptions and will not be provided unless explicitly agreed in writing.

 

14. Fees and Payment Obligations

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

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14.2. All material costs shall be the responsibility of the client including but not limited to hardware, licensing, and third-party services

 

14.3. Pandoblox may suspend access to the Services for overdue payments following reasonable notice.

 

14.3. Subscriber is responsible for all applicable taxes, excluding taxes based on Pandoblox’s income.

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14.4. Taxes. Subscriber is responsible for paying all Taxes associated with its purchase of, payment for, access to, or use of the Services, ensuring the company receives the full amount, free from deductions.

 

14.5. Currency. All prices, fees, and payments under the Terms and Conditions shall be stated and payable in US Dollars (USD), unless otherwise expressly agreed in writing by the parties.

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14.6. Late Payment Penalty. Subscriber agrees to pay net payment upon receipt of invoice and to pay interest on any unpaid balances after 30 days from the invoice date at the compounded rate of 1.5% per month (annual percentage rate of 18%) or the maximum legal rate, whichever is higher, calculated from the date of receipt. Pandoblox reserves the right to immediately terminate Services if payments are more than two (2) months late.

 

14.7. Annual Fee Increase. In order to account for rising operating costs, cost of inflation, and price increases by Pandoblox’s vendors and suppliers, Pandoblox reserves the right to increase all Monthly Recurring Charges (MRCs) once per year on the anniversary of the Subscription Agreement's effective date. Any such increase shall be between five percent (5%) and a maximum of seven percent (7%). Pandoblox will provide Subscriber with written notice of any fee increase no less than sixty (60) days prior to the increase taking effect. If the Subscriber does not agree to the price increase, the Subscriber may terminate the applicable Subscription Agreement upon written notice to Pandoblox within thirty (30) days of receiving the fee increase notice, with such termination becoming effective immediately prior to the increase date. If the Subscriber continues to use the Services after the effective date of the increase, the Subscriber will be deemed to have accepted the new MRC.

 

15. Privacy and Data Protection

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15.1. Privacy Policy

          15.1.1. Pandoblox’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 Pandoblox may process personal data in accordance with the Privacy Policy and applicable data protection laws.

           15.1.2. https://www.pandoblox.com/pandobloxsignalprivacypolicy

 

15.2. Security Policy

          15.2.1. Pandoblox 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.

           15.2.2. https://www.pandoblox.com/pandobloxsignalsecuritypolicy

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End of Pandoblox Signal General Subscription Terms and Conditions