1.1 PAN Software Pty. Ltd. (referred to here as "PAN")
provides its Service (as defined below) to You through its web site located at www.riskcloud.net
(the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this
TOS or by accessing or using the Service or Site, You acknowledge that you have
read, understood, and agree to be bound by this TOS. If You are entering into this
TOS on behalf of a company or other legal entity, You represent that You have the
authority to bind such entity and its affiliates to these TOS, in which case the
terms "You" or "Your" shall refer to such entity and its affiliates. If You do not
have such authority, or if You do not agree with these TOS, You must not accept
these TOS and may not use the Service.
1.2 PAN may change this TOS from time to time without
prior notice. You can review the most current version of this TOS at any time at
https://www.riskcloud.net/terms-of-use.htm. The revised terms and conditions will
become effective upon posting and if You use the Service after that date, we will
treat your use as acceptance of the revised terms and conditions. If any change
to this TOS is not acceptable to You, your only remedy is to stop accessing and
using the Service or Site.
2. Description of Service
The "Service" includes (a) the Site, (b) the on-demand riskcloud.NET® system, Try-It
Service, tools and services provided through the Site and by the riskcloud.NET API
made available via the Site, and (c) all software, data, text, images, sounds, video,
and content made available through the Site or services, or developed via the riskcloud.NET
API (collectively referred to as the "Content"). Any new features added to or augmenting
the Service are also subject to this TOS.
3. General Conditions / Access and Use of the Service
3.1 Subject to the terms and conditions of this TOS,
You may access and use the Service only for Your internal business purposes as contemplated
by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease,
transfer, assign, distribute, time share or otherwise commercially exploit or make
the Service available to any third party, other than as expressly permitted by this
TOS; (b) use the Service to process data on behalf of any third party, or (c) use
the Service in any unlawful manner or in any manner that interferes with or disrupts
the integrity or performance of the Service and its components.
3.2 Subject only to the limited right to access and
use the Service expressly granted to You under this TOS, all rights, title and interest
in and to the Service and its components will remain with and belong exclusively
to PAN. You shall not modify, adapt or hack the Service to falsely imply any sponsorship
or association with PAN, or otherwise attempt to gain unauthorized access to the
Service or its related systems or networks.
3.3 You are responsible for all information, data,
text, messages or other materials that You post or otherwise transmit via the Service.
You are responsible for maintaining the confidentiality of Your login and account
and are fully responsible for any and all activities that occur under Your login
or account. You agree and acknowledge that Your login may only be used by one (1)
person – a single login shared by multiple people is not permitted. You may create
separate logins for as many people as Your plan allows.
3.4 PAN reserves the right to access any or all Your
accounts in order to respond to Your requests for technical support. We shall maintain
appropriate administrative, physical and technical safeguards for protection of
the security, confidentiality and integrity of Your data. We will not disclose Your
data except if compelled by law or if permitted by You.
3.5 You understand that the technical processing and
transmission of the Service, including Your content, may be transferred unencrypted
and involve (a) transmissions over various networks; (b) changes to conform and
adapt to technical requirements of connecting networks or devices and (c) transmission
to PAN's third party vendors and hosting partners to provide the necessary hardware,
software, networking, storage, and related technology required to operate and maintain
the Service. PAN will use reasonable efforts to publish on the site or notify You
of any planned downtime of the Service.
3.6 The failure of PAN to exercise or enforce any
right or provision of this TOS shall not be a waiver of that right. You acknowledge
that this TOS is a contract between You and PAN, even though it is electronic and
is not physically signed by You and PAN, and it governs Your use of the Service
and takes the place of any prior agreements between You and PAN.
3.7 PAN reserves the right to reject applications
to this Service at its own discretion.
riskcloud.NET® and PAN's various logos used or displayed on the Service are trademarks
of PAN and you may only use these trademarks or logos for promotional purposes to
identify yourself as a customer or user of the PAN products and services, provided
You do not attempt to claim ownership of the marks by incorporating any of them
within Your names or offerings.
5. DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY
KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND PAN DISCLAIMS ANY AND ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE THAT PAN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY
YOU FROM PAN OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED
IN THIS TOS.
6. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR
OTHERWISE) SHALL PAN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST
SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, PAN SHALL NOT
BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE
MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME
OF ANY CLAIM FOR MONETARY DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS
UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS
IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.