Tangles: Terms and Conditions
Tangles: Terms and Conditions
1. Proprietary and Confidential Information
Nothing in this Proposal shall be deemed to grant to the Customer and/or End User any rights in patents, copyrights, proprietary information, and trade secrets in the hardware, licensed software, documentation, and services (collectively, the Deliverables). Customer and/or the End User shall retain and shall not remove or destroy any copyright, trademark, logos, or other intellectual property rights legends or notices placed or contained in the Deliverables.
The Terms of this Proposal are confidential and may only be disclosed on a need-to-know basis and may not be disclosed to any third party. Customer and End Users are prohibited from disclosing use of the Deliverables, names of Pen-Link, Ltd.’s tools and technologies, the existence of this agreement, or the relationship between Customers and End Users and Pen-Link, Ltd. without prior written consent.
2. Product and Software Licenses
The Deliverables, including the licensed software and the documentation, are owned by Pen-Link, Ltd. and are protected by intellectual property laws. A limited, non-transferable, and non-exclusive license will be granted to the End User for operation. Restrictions on use include prohibition of resale, modification, or reverse engineering of the software.
3. Taxes
Proposal prices exclude customs, duties, and taxes, which are the responsibility of the Customer/End Users. Any withheld taxes shall be added to the payment due to Pen-Link, Ltd.
4. Limitation of Liability
Pen-Link, Ltd. provides no warranties and disclaims liability for indirect, consequential, or incidental damages. The liability of Pen-Link, Ltd. shall not exceed the amount paid by the Customer or End User.
5. Operation – Product and Software
Customers and End Users are responsible for ensuring compliance with applicable laws while using the Deliverables. Pen-Link, Ltd. does not operate the Deliverables on behalf of users and disclaims liability for unauthorized access.
6. Permits
The Customer is solely responsible for obtaining any required permits, including export control permits.
7. Data Access and Privacy Policy
Customers and End Users must ensure lawful access to third-party data sources and comply with relevant privacy laws. Unauthorized use of Deliverables for accessing, retrieving, or storing third-party data is prohibited. Pen-Link, Ltd. disclaims liability for data misuse.
7. Data Access and Privacy Policy
Customers and End Users may choose to allow the Deliverables to automatically retrieve data from your system(s) or third-party systems, accounts or web sources or services or to call the servers of other websites or services solely at the direction of and as a convenience to Customers and End Users (individually or collectively “Third Party Sites“), on your behalf and/or you may use the Deliverables to do so, at your direction. Customer and End Users agree that all actions taken through the Deliverables are the acts of the Customer and its End Users and not Pen-Link, Ltd.. In order to connect the Deliverables to access or retrieve data from any third-party system, services or Third Party Sites, Customer and End Users hereby agree that such connection, access or retrieval shall be done at their sole direction and control.
Customer and End Users represent and warrant that they have all valid, relevant legal authority to carry out search activities and online access of your systems or Third-Party Sites, online accounts or other web sources, pursuant to relevant law governing their law enforcement or similar governmental role and pursuant to the relevant law governing the jurisdiction(s) in which they operate. Customer and End Users represent and warrant that they have permission, authority and rights to use the Deliverables to access Third Party Sites, online accounts or other web sources and/or to allow automatic access to such system(s), services, Third Party Sites, online accounts or other web sources and retrieve data therefrom by indicating the same within the user interface of the Deliverables.
Customers and End Users represent and warrant that their use of the Deliverables will not violate any relevant terms of service, privacy policy, other agreements governing such Third-Party Sites, accounts or web sources, or any express or implied communication, request or demand from any third party. Customers and End Users represent and warrant that they have the right to access Third Party Sites, online accounts or other web sources pursuant to relevant terms of service or other agreements governing such accounts or web sources, or other valid sources of legal authority.
Any action performed in the Deliverables by the Customer or End Users and/or data storage and/or any possible violation of a Third-Party Site’s, online account’s or other web source’s policies or terms are the sole responsibility of Customer and its End Users and are acts carried out by Customer and its End Users. Pen-Link, Ltd. disclaims any and all liability associated with accessing and retrieving data from such system(s), services, Third Party Sites, accounts or web sources.
IF AT ANY TIME CUSTOMER DOES NOT HAVE THE RIGHT AND AUTHORITY TO USE THE DELIVERABLES TO ACCESS, RETRIEVE DATA OR CONNECT TO OR TO AUTOMATICALLY ACCESS, RETRIEVE DATA OR CONNECT TO SUCH SYSTEM(S), SERVICE(S), THIRD PARTY SITES, ACCOUNTS OR WEB SOURCES, THEN CUSTOMER AND END USERS HEREBY AGREE TO IMMEDIATELY CEASE USE OF THE DELIVERABLES AND CEASE ACCESS TO SUCH RESOURCES.
Restrictions on use: Neither the Customer nor the End Users shall, without Pen-Link, Ltd.’s written permission:
- Use or permit the use of the Deliverables, including the licensed software and/or the documentation, for any purpose or use other than the operation of the product supplied by Pen-Link, Ltd. in accordance with its intended use;
- Divert the Deliverables, including the licensed software and/or the documentation, to any third party;
- Reverse engineer or decompile the licensed software in any form or by any means or modify the licensed software;
- Copy the Deliverables, including the licensed software and/or the documentation.
The Deliverables enable effective searches of open source information from the web. As a policy, Pen-Link, Ltd. doesn’t intentionally collect or store personal information in its databases for any usage.
Customer and End Users represent, warrant, and agree that:
- They have obtained data lawfully, and such data does not and will not violate any applicable laws or any person or entity’s rights, including such person’s privacy, proprietary or intellectual property or moral rights;
- The data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software of Pen-Link, Ltd.;
- Customer and End Users are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to data accessed, collected and/or stored hereunder;
- The data complies with the terms of these Terms.
For purposes of clarity, Pen-Link, Ltd. takes no responsibility and assumes no liability for any data, and Customer and End Users will be solely responsible for their data and the consequences of access, collecting, storing, sharing or disclosing it hereunder. Pen-Link, Ltd. will not be responsible for any backup, recovery or other steps required to ensure that data is recoverable in the case of data loss. Customer and End Users are solely responsible for backing up their data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of their data.
8. Product and Software Licenses
The licensed software and the documentation are owned by Pen-Link, Ltd. and/or its affiliates and/or its suppliers and are protected by patent, trade secrets, trademarks, and copyright laws and international treaty provisions. Pen-Link, Ltd. will grant to the Customer and its End Users a limited, non-transferable and non-exclusive license to the extent required to use and operate it pursuant to the Terms of this Proposal. The grant for this license is included in the proposed price.
9. Indemnity
Customer and End User agree to defend, indemnify and hold harmless PEN-LINK, LTD. (as defined in ¶4.4) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
- Customer’s and/or End Users’ modification or misuse of and/or improper granting of access to the Deliverables;
- Customer’s or End Users’ violation of any of the terms of this Agreement including without limitation, breach of any of the representations and warranties above;
- Customer’s and/or End Users’ violation of or data violating any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
- Customer’s and/or End Users’ violation of any law, rule or regulation of the United States or any other country;
- Any claim for damages that arise as a result of any of Customer’s and/or End Users’ data or any other data that are collected or submitted through use of the Deliverables;
- Any other party’s access and use of the Deliverables provided by Customer and/or End Users.
Pen-Link, Ltd. will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Pen-Link, Ltd.. Pen-Link, Ltd. will use reasonable efforts to notify Customer of any such claims, actions, or proceedings upon becoming aware of the same.
10. Miscellaneous
Notice and Modifications: Pen-Link, Ltd. may provide Customer and End Users with notices, including those regarding changes to Pen-Link, Ltd. terms and conditions, by email, regular mail, or postings on a service through the Deliverables. Notice will be deemed given twenty-four (24) hours after email is sent, unless Pen-Link, Ltd. is notified that the email address is invalid. Alternatively, Pen-Link, Ltd. may give Customer legal notice by mail to a postal address, if provided by Customer. In such case, notice will be deemed given three days after the date of mailing. Notice posted on a service through the Deliverables is deemed given five (5) days following the initial posting. Pen-Link, Ltd. reserves the right to determine the form and means of providing notifications to Customer and End Users.
Pen-Link, Ltd. is not responsible for any automatic filtering Customer, End Users or their network providers may apply to email notifications Pen-Link, Ltd. sends to the email address provided. Pen-Link, Ltd. may, in its sole discretion, modify or update these Terms from time to time, and so Customer and End Users should review this page periodically. Customers’ or End Users’ continued use of the Service after any notice of change constitutes acceptance of the new Terms. If any such revision is unacceptable to Customer or End Users, their only remedy is to cease use of Pen-Link, Ltd. Deliverables. If Customer or End Users do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Deliverables.
Waiver: The failure of Pen-Link, Ltd. to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Pen-Link, Ltd..
Severability: If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions; except that in the event of unenforceability of the Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
Assignment: These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by Customer or End Users, but may be assigned by Pen-Link, Ltd. without restriction or any need for authorization from Customer.
Survival: Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.
Headings: The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
Entire Agreement: This, including the agreements incorporated by reference, constitutes the entire agreement between you and Pen-Link, Ltd. relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Pen-Link, Ltd. as set forth in these Terms.
11. Governing Law; Venue; Waiver of Jury Trial
This Agreement and any dispute of any sort that might arise between the Parties shall be governed by the laws of the State of Nebraska without regard to choice of law principles. The federal and state courts located in City of Lincoln and State of Nebraska shall have the sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. The Parties hereby expressly consent to such exclusive jurisdiction and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party waives the right to trial by jury in any action arising out of or relating to this Agreement.
