These terms were updated on October 8, 2024 - if you are looking for a previous version, please contact info@pandopartner.com
PandoPartner Application Terms of Use
These terms and conditions constitute a legal agreement (the “Agreement”) between and among the party identified in the sales order document (which may sometimes be referred to in this Agreement as “you,” “your”, or “user”), contained within the PandoPartner Application (the “App”), and PandoPartner Inc. (the "Company" or "We"). Use of this app and the information, products and services obtained through the App is subject to these Terms and Conditions, and your use of the App constitutes acceptance by you of these Terms and Conditions. If you do not agree with these Terms and Conditions, you must not use the App. We reserve the right to update and change the Agreement for any reason and without notice to you by posting updates and changes to this website. You are advised to check this Agreement from time to time for any updates or changes that may impact you.
The App and Service
The app is a digital platform that that helps you build and track your sponsorship inventory – through turnkey workflows that aid with organizing and labeling relevant programs and assets for your clients and/or partners, through tools to support with the sponsorship sales process and interfaces that support in housing key contract and fulfillment details, and through project management tools for sponsorship fulfillment support, among other uses, among other uses (collectively referred to as “Provided Services”, “Service” or “Services”). Our Service includes the transmission, storage, analysis, and information submitted by you or your agents on your own behalf and/or on behalf of your clients or customers (the “Content”).
You will be required to register for an account to use the Service, and your use of the Service is permitted only if you agree to these Terms and Conditions.
We will (a) make the Services and Content available to you pursuant to this Agreement and any applicable statements of work, (b) provide support for the Services to you pursuant to any Service Agreement made between You and Us, (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, but not limited to, the Force Majeure circumstances outlined below.
We reserve the right to require you to install or update any and all software to continue using the Service.
We will provide you with customer service to help resolve any issues relating to your use of the Service. You, and you alone, are responsible for providing any explanation or service to your customers, clients or any third parties regarding issues related to your products and services.
Security
The security of your information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. We store all information you provide to us behind firewalls on secure servers.
Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security, that is known to you. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access. Unfortunately, the transmission of information via the Internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through the App. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any App privacy settings or security measures.
We may use a two-factor authentication, biometric authentication, hardware key authentication or any other method to allow you to access the App (“Secure Authentication”) and the Services to be obtained on or through the App. Your use of the two-factor authentication process constitutes your agreement with all policies, standards and procedures that may be issued by us from time to time (the “Policies”) with respect to the use of your account. You further agree that it is your responsibility to take necessary precautions to ensure that any information of yours used to facilitate your login is kept confidential and secure. We reserve the right to restrict any login if you have violated any of the Policies, or if you have failed to pay charges when due to us.
We may provide methods of Secure Authentication that, when enabled, will not provide us with the ability to access or provide access to your data.
We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, upon violation of any provision of these Terms and Conditions.
Data Security
Because of how our software works, specifically in the process of monitoring for program bugs, we may come into contact with or are or may be exposed to your or your clients’ data beyond the scanning and onboarding for example, in the provision of offering support or training. We do not assume any responsibility relating to that data but will continue to protect your data subject to the terms herein. We will in no way remove, alter, or otherwise interact with your client data except as specifically described herein. You are fully responsible for the security of data on your own computer or otherwise in your possession. The Parties agree to comply with all applicable provincial, territorial and federal laws and rules in connection with your collection, use, retention, security and dissemination of any legal, personal, financial, card, or transaction information on your website.
You agree that We may collect, use and disclose Aggregate Data derived from the use of the App for the purposes of industry analysis, benchmarking, analytics, marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the App.
Audit Right
If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us.
Privacy
Your privacy and the protection of your data are very important to us. You acknowledge that you have read and agree with any Privacy Policy or Data Storage Policy, available on our website or on the App at any given time which is incorporated into this Agreement which contains your consent to our collection, use, retention and disclosure of personal information as well as other matters set forth therein and which explains how and for what purposes we collect, use, retain, disclose and safeguard the information you provide to us.
By submitting your personal information and using our App, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the App and provision of services.
By using this App you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the App may not function adequately. For more information on this automated information gathering practices, see our Privacy Policy
Our Privacy Policy is located at https://pandopartner.com/privacy-policy
Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not do nor permit any third party to do any of the following:
access or attempt to access the Service systems, programs or data that are not made available for public use;
copy, duplicate, reproduce, republish, upload, post, transmit, sell, resell distribute or exploit in any way any material or Service from us;
permit any third party to use and benefit from the Service via any means including a rental, lease, timesharing, service bureau or other arrangement;
transfer any rights granted to you under this Agreement; work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law;
perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or
otherwise use the Service except as expressly allowed under this section.
Unauthorized or Illegal Use
We reserve the right to not authorize any transaction you submit that (a) we believe is in violation of this Agreement or any other agreement we have entered into, or (b) exposes you, other users of the Service, our processors or us to harm, including but not limited to fraud or other criminal acts.
Company has the right, without provision of notice to:
Remove or refuse to post on the App any User Submissions
At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating this Agreement or any policy incorporated herein.
Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms and Conditions.
THE PARTIES WAIVE AND HOLD HARMLESS EACH OTHER AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
References to Our Relationship
You agree that, from the time you begin using the Service until you terminate your account with us, we may identify you as a customer of us, including during any paid or unpaid pilot projects.
Neither you, nor we, will imply any untrue sponsorship, endorsement or affiliation between us.
No Legal Advice
The information and services on the App are provided with the understanding that at no time do we review documents for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation, and its Services are not a substitute for the advice of a lawyer. This includes the use of any template, automatically generated document, agreement, or other document of any kind created or provide for use through the App. The provision of information and services on and through this App is not intended to create, and the receipt of any information and services does not constitute, a lawyer-client relationship. Communications between you and us are protected by our Privacy Policy, but are not protected by the lawyer-client privilege.
Accounts
Use of the App and any Services will require the registration of an Account. Account Registration may require the execution of an agreement between the Parties before use of the App through an agreement between the Company and the Customer whether an individual (sole proprietor), corporation (including but not limited to professional corporations, limited liability corporations, etc), partnership, or other business organization (“Business”).
If you register as a Business, you may also provide information about an owner or principal of the business, and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a Business to use the Service, you must enter this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as the business you represent.
Each individual user must first register to use the App (“User Registration”). A registration occurs when a new account is created by you and/or an administrator or by us in a manner consistent with our obligations under this Terms of Service and Privacy Policy.
General Reconciliations and Errors
Except as required by law, you are solely responsible for reconciling your payments or transactions with Us, and with your account bank statements. You agree to notify us of any discrepancies arising from your reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors caused by us, which you or we discover (a “Discrepancy”). In the event you are owed money by us as a result of the Discrepancy, we will issue a credit towards future transactions (a “Correction”). Your failure to notify us of a Discrepancy in your Transaction History within 60 days of when it first occurs will be deemed a waiver of any right to amounts owed to you in connection with any such Discrepancy.
If you submit an erroneous order or cause us to process transactions erroneously (an “Error”), you agree to contact us immediately. If you do, we will investigate the Error and attempt to rectify it by crediting your account as appropriate, minus any fees and costs we may have incurred in completing your order as a result of the Error, or issuing an invoice for any balance owing (also a “Correction”). We will only make a Correction if and when you notify us of an Error. Your failure to notify us within 60 days of an Error first appearing on your Transaction History will be deemed a waiver of any right you may have to a Correction.
Term
The Agreement is effective upon the effective date outlined in the signed Sales Order document’s Order Details page (“Effective Date”) - indicating when you have entered into a formal agreement for services with the Company, or upon the creation of an Account, and continues until the End Date outlined in the signed Sales Order document’s Order Details page.
Termination
Either party may terminate this Agreement upon providing notice in accordance with the notice requirements set out in this Agreement or any other Agreement made between you and the Company.
We may suspend your access to the Service or terminate this Agreement, if (a) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of the Service, including without limitation credit or fraud risk, or for any other reason; or (b) you do not comply with one or more of the provisions of this Agreement.
Effects of Termination
Upon termination we will close your account and immediately discontinue your access to the Service. You will not be refunded the remainder of any Fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody after satisfaction of all Fees payable to us and disbursements owed to third parties in association with your orders will be paid to you by way of refund.
Termination does not relieve you of your obligations under this Agreement and we may continue to hold funds deemed necessary pending resolution of your obligations under this Agreement, including but not limited to chargebacks, Fees, refunds, or costs associated with investigations or proceedings.
Upon termination (a) any license granted under this Agreement will end and you will immediately cease your use of the Service, (b) any provisions of this Agreement that expressly or by implication survive termination will continue to apply to you and us, (c) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; and (d) we will not be liable to you for compensation, reimbursement, or damages in connection with (i) your use of the Service following termination, or (ii) the termination of the Service and the deletion of your information or account data.
Within 30 days following the termination of your account, you may request in writing that we transfer all applicable Content stored on our servers to you in standard JavaScript Object Notation (JSON) format. Subject to Section 7 - Security, we will use commercially reasonable efforts to complete such transfer within 60 days from receipt of your written request.
Your License
The App may contain Interactive Functions allowing User Submissions on or through the App or our Website. We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service. The Service includes our website and any software and documents we provide to you
By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions. You represent and warrant that all User Submissions comply with applicable laws and regulations.
You understand and agree that you, not the Company nor Company's parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Website.
The Service and App is licensed and not sold. We reserve all rights not expressly granted to you in these Terms and Conditions. The Service is protected by intellectual property and industrial property laws. We own or have licensed all worldwide right, title and interest in and to the Service, including all Intellectual Property Rights therein.
These Terms and Conditions do not grant you any rights in or to the Service and our intellectual property rights therein.
“Intellectual Property Rights” means, on a worldwide basis, any and all: (a) rights associated with works of authorship, including copyrights, moral rights and mask-works; (b) trademarks and service marks; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use any Ideas without any additional compensation to you, and/or to disclose any Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from sources other than you.
Your Liability
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement (each a “Liability”), and/or your use of the Service. You agree to reimburse your client, customer, us, and any third party specified by us (each, a “Disclaiming Entity”) for any and all such Liability.
“Claim” means a challenge to a payment that you or your client files directly with us.
We will have the final decision-making authority with respect to Claims. Where we pay for a Claim, you will be required to reimburse us for your liability. In such instance, your Liability will include the full purchase price. You will not receive a refund of any Fees. Without limiting the foregoing, you agree to defend, indemnify, and hold harmless us, and our officers, directors, employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (a) your breach of any provision of this Agreement, (b) your use of the Service, including without limitation any Claims, fines, fees, penalties and legal fees, (c) your, or your employees’ or agents’ negligence or willful misconduct, or (d) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (each of which is also a “Liability”). If there are any amounts owed to us because of a Liability, we may immediately invoice you for those amounts or any portion of those amounts If you do not pay that invoice, we may engage in collections efforts to recover those amounts from you at your cost and expense.
Representation and Warranties
You represent and warrant to us that: (a) if you are a natural person, you are at least 18 years of age or, if you are under 18 years of age, you have obtained the consent of your parent or legal guardian to enter into this Agreement and use of the Service in the manner prescribed by us; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name used by you to register is your legal name or the business name under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, provincial, territorial, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (e) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your business; and (f) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
No Warranties
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE APP, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE APP OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE APP WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability and Damages
IN NO EVENT WILL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO US DURING THE 30 DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Non-Solicitation
You agree that during the term of this Agreement and for the 12 months following the termination of this Agreement, you will not, directly or indirectly, and will not assist others to, recruit, solicit or endeavor to entice away from the Company (or its parent, subsidiaries, affiliates, partnerships and joint ventures, hereinafter referred to as the “Related Entities”) any person who was or becomes an employee of the Company or the Related Entities at any time prior to the termination of this Agreement. Nothing in this clause prohibits either of us from hiring any staff member that responds to a general solicitation for employment.
Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section.
The App and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario, or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.
Any action or proceeding arising out of or relating to this Website and under these Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
Third Parties
You acknowledge and specifically consent to our use of third party service providers as part of the Service, and in particular you authorize us to enter into service contracts that we deem necessary or appropriate to provide the Service. The providers of said services may change from time to time, without notice being sent to you and you acknowledge that your consent is not required for us to change service providers. You authorize us to disclose to third party service providers the information necessary to receive their service. You authorize us to accept the terms and conditions including any applicable privacy policies, as determined in our sole discretion, of third party service providers we choose to employ. You waive the right to claims against us for any liability arising from the use of third party service providers, including without limitation liability for disclosure of confidential information and liability for waiver of lawyer-client privilege.
Through our website(s) you may be offered services, products and promotions provided by third parties and not by us. If you decide to use these services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. Our website(s) may contain links to third party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by us. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.
General
Headings are included for convenience only and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other intellectual property laws. Our failure to assert any right or provision under this Agreement will not constitute a waiver of that right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without your consent or other restriction.
You agree to give us at least 30 days’ prior notification of your intent to change your trade name or the manner in which you make payment during any Billing Period. You will immediately notify us of any voluntary or involuntary bankruptcy proceeding, petition, receivership, insolvency, or similar action or proceeding initiated by or against you or any of your principals. You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court, whether or not a claim may exist at the time of filing (any of the foregoing, a “Bankruptcy Proceeding”). Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable law.
You agree that this Agreement is a contract for the advance of credit to you within the meaning of Section 11.01(b) of the Companies’ Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and cannot be assigned by you in the event of a Bankruptcy Proceeding relating to you. You hereby acknowledge that but for the agreement in the immediately preceding sentence, we would not have entered into this Agreement. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations otherwise available under this Agreement, including without limitation for Reversals, Chargebacks, Claims, fines, Fees, refunds or unfulfilled products and services.
Entire Agreement and Remedies
These Terms and Conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and us with respect to the provision of the Service. Unless otherwise agreed upon by the Parties, in the event of a conflict between this Agreement and any other agreement with us or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these Terms and Conditions describe the entire liability of us and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity, is cumulative and concurrent and in addition to every other right.
Survival
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement survives and remains in effect in accordance with its respective terms upon the termination of this Agreement.
Contact
The App and Services are operated by PandoPartner Inc.
Should you become aware of misuse of the website including libelous or defamatory conduct, you must report it to the Company at mitch.thompson@pandopartner.com
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to mitch.thompson@pandopartner.com.