Terms of Service

Agreement and Terms

Please read these Terms of Service (the "Terms") fully and carefully before using www.pendral.com (the "Site") and the services, content, features, or applications offered by Pendral (together with the Site, the "Services"). These Terms constitute a legally binding agreement between you, the person using this website, and Pendral Inc., its parents, subsidiaries, and affiliates (collectively, "Pendral," "we," "us" and "our"). If you are helping another person use this website, these Terms constitute a legally binding agreement between both the helper and the person being helped and Pendral. These Terms include the provisions in this document, as well as those in the Privacy Policy.

BY USING OR OTHERWISE ACCESSING THE SERVICES, REGARDLESS OF WHETHER YOU REGISTER OR CREATE AN ACCOUNT, YOU AGREE TO THE MOST-RECENT TERMS AS WELL AS THE INFORMATION DISCLOSED IN OUR PRIVACY POLICY. WE MAY CHANGE THESE TERMS AT ANY TIME, AND SUCH NOTIFICATION OF MATERIAL CHANGES WILL BE POSTED ON THIS OR A SIMILAR PAGE OF THIS WEBSITE, EMAILED TO YOU, AND/OR DELIVERED BY OTHER MEANS. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS EACH TIME YOU USE THIS WEBSITE. YOU CONSENT TO ANY CHANGES TO OUR TERMS BY CONTINUING TO USE THIS WEBSITE.

By using the Services, you acknowledge and agree that any activity on this website is subject to monitoring by Pendral at any time, and that Pendral may use the results of such monitoring without limitation, subject to applicable law.

If you enter into any other agreement with Pendral, then these Terms are in addition to the terms of such other agreement. Neither entering into this agreement, nor visiting this website, nor any of these Terms, guarantees that you are eligible to use any services offered through this website or otherwise.

Restrictions on Use of Services

You agree:

Messages, Comments, or Content

Certain portions of the Services may be configured in such a way as to permit users to submit messages, comments, documents, or other content. You agree not to submit any content that:

You are solely responsible for the content of submissions and Pendral assumes no responsibility or liability for any content submitted by you or any other user of the Services. Pendral may, but is not obligated to, restrict or remove any and all content from a message that we determine in our sole discretion violates these Terms or is otherwise harmful to us, our customers, or any third-party. We reserve the right to remove the content you provide at any time, but you understand that we may preserve and access a backup-copy, and we may disclose the content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is required by law or in the best interests of Pendral.

Any content you submit is for non-commercial use only. You understand and acknowledge that you have no expectation of privacy with regard to any content you submit. Never assume that you are anonymous and cannot be identified during your utilization of the Services.

If you do post content or submit material, and unless we indicate otherwise, you grant Pendral a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Pendral and any of its sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms and Conditions and will not cause injury to any person or entity; and that you will indemnify Pendral for all claims resulting from content you supply.

Changes to the Services

We may change, add or remove some or all of the content or capabilities of the Services at any time. In addition, please note that although our goal is to provide accurate information, certain features that may be offered through the Services, such as pricing information or other content, may not be accurate or up-to-date.

Links to External Websites or Services

While utilizing the Services you may click on a link to websites or other services and leave the Services. We provide links to websites or other services that may contain information or services that may be valuable or interesting to you. We do not endorse, and are not responsible for, the content, accuracy, or security of linked resources operated by third-parties or for any of your dealings with third-parties. You are solely responsible for your dealings with third-parties.

What if I want to stop using the Services?

You're free to stop using the Services at any time; please refer to our Privacy Policy. Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Pendral is also free to terminate (or suspend access to) your use of the Services, for any reason in our discretion, including your breach of these Terms. Pendral has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Provisions that, by their nature, should survive termination of these Terms shall survive termination.

What is our mobile text message policy?

Consistent with our Privacy Policy, some of our Services may allow you to receive SMS (text) notifications from us. To the extent your SMS notification settings permit us to send SMS messages to your mobile phone, the following terms apply:

In addition to any fee of which you are notified, your mobile provider's standard messaging rates apply to our confirmation SMS and all subsequent SMS correspondence. You may choose to receive Pendral mobile SMS alerts by signing up. Message and data rates may apply, according to your individual rate plan provided by your wireless carrier. Please consult your mobile service carrier's pricing plan to determine the charges for browsing data and sending and receiving SMS messages. Under no circumstances will Pendral, or its affiliates be responsible for any SMS messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit SMS messages, you may not receive the Pendral SMS alerts. Pre-paid phones or calling plans may not be supported. You may receive a bounceback message for every message you send to us.

We will not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your network operator. SMS message services are provided on an AS IS basis. Data obtained from you in connection with this SMS service may include your cell phone number, your provider's name, and the date, time, and content of your messages. We may use this information to contact you and to provide the Services you request from us. We will never share this information with a third-party, except as expressly provided in our Privacy Policy.

Warranty Disclaimer

Neither Pendral nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.

THE SERVICES AND CONTENT ARE PROVIDED BY PENDRAL (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS","AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

PENDRAL MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SERVICES. PENDRAL MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE TECHNOLOGY THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THIS WEBSITE IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.

Some states do not allow limitations on implied warranties, so one or more of the above limitations may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

To the fullest extent allowed by applicable law, you shall defend, indemnify, and hold harmless Pendral, our affiliates and each of our and their respective employees, contractors, directors, suppliers, partners and representatives from all liabilities, claims, damages, losses and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the services and content we offer, violation of these Terms, or infringement by you, or any third-party using your identity in the services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have on file (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Governing Law, Statute of Limitations, and Arbitration

These Terms are governed by and will be construed under the laws of the State of Texas, without regard to the conflicts of laws provisions thereof.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Dallas, Texas, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Dallas, Texas. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND PENDRAL ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of this website, you agree to inform us in writing and to give us 30 days to cure the harm before initiating any action. You must initiate any cause of action within one year after the claim has arisen, or you will be barred from pursuing any cause of action.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Pendral may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Pendral agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Pendral with respect to the Services, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Pendral's failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. The course of conduct between you and Pendral shall not act to modify any provision of these Terms. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Pendral's prior written consent. Pendral may assign its rights and duties hereunder to any third-party at any time without notice to you. We may deliver notice to you concerning these Terms by means of electronic mail, by a general notice on the website, or by written communication delivered by first-class U.S. mail to your address on record in our files.

Contact Us

To contact us regarding these Terms or the operation of the Services itself, email us at contact@pendral.io.