This Agreement governs Utilization of the Website and is made and entered into as of the Effective Date. As with this and all Website Documents: (a) User must read each of the Website Documents before and as condition precedents to Utilizing the Website, (b) if User does not agree with any aspect of the Website Documents, User becomes a Prohibited User, and (c) Utilization of the Website by User indicates User’s Manifestation of Assent to the totality and each of the Website Documents.
In consideration of the covenants, representations and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, User and Trademark Panda agree as follows:
Definitions and Interpretations.
Certain terms used in the Agreement shall have the meaning ascribed to such terms herein. Section headings are used for convenience only and shall have no interpretive effect or impact whatsoever. All the defined terms as set forth herein, if defined in the singular or present tense, shall also retain such general meaning if used in the plural or past tense, and if used in the plural or past tense, shall retain the general meaning if used in the singular or present tense.
Advertiser means a Person who advertises its goods and/or services through the Website, including without limitation attorneys and/or law firms advertising legal services.
Affiliates means with respect to a Person, a Person which Controls, is Controlled by, or is under common Control with, the subject Person.
Claim means any demand, dispute, complaint, controversy, request for redress, assertion of a cause of action or other claim whatsoever.
Complete means with respect to User Information, information that is accurate, complete, full and timely.
Confidential Information means all the Content relating to, used in or arising out of Trademark Panda’s business, finances or other operations and held by, owned, licensed, or otherwise possessed by Trademark Panda (whether held by, owned, licensed, possessed or otherwise existing in, on or about Trademark Panda’s offices, residence(s) or facilities and regardless of how such Content came into being, as well as regardless of who created, generated or gathered the Content), including, without limitation, all Content contained in, embodied in (in any Media whatsoever) or relating to Trademark Panda’s ideas, creations, works of authorship, works of visual art, business documents, Contracts, licenses, business and non-business relationships, correspondence, operations, manuals, performance manuals, operating data, projections, bulletins, supplier and customer lists and data, sales data, cost data, profit data, strategic planning data, financial planning data, designs, logos, motifs, proposed trademarks or service marks, test results, product or service literature, product or service concepts, manufacturing or sales techniques, process data, specification data, know-how, show-how, Software, data bases, research and development information and data; provided, however, that Confidential Information shall not include information or data “generally publicly known”. The phrase “generally publicly known” shall not be deemed to include the Content set forth in patents despite the fact that patents have been published by the federal government, unless such embodiment has otherwise been the subject of a publication for general public consumption (other than publication as a patent) or if that embodiment is otherwise utilized generally by Persons in the United States of America in the industry or market within which Trademark Panda competes. All provisions protecting Confidential Information in this Agreement shall be deemed to also protect Trademark Panda Trade Secrets as well, but references to Trademark Panda Trade Secrets shall not be deemed to automatically refer to Confidential Information.
Content means all material, information, documents, matter, Intellectual Property, text, Software, data, graphics, computer-generated displays and interfaces, images, photographs and works of whatsoever nature, including, without limitation, all compilations of the foregoing and all results and/or derivations of the expression of the foregoing.
Contract means all agreements, contracts, understandings, undertakings, obligations, and other documents or matters where there is or was an agreement to be bound.
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person, or the power to veto major policy decisions of any such Person, whether through the ownership of voting securities, by contract, or otherwise.
Develop means develop, conceive, discover, reduce to practice, create, or otherwise arise out of a Person’s efforts in any manner whatsoever and through any means whether now known or later developed.
Domain means the internet domain name, internet path name, internet protocol address, URL and/or other address of whatever nature on which the Website resides.
Effective Date means each and every date User indicates its Manifestation of Assent.
Encumber means to impose a security interest, pledge, hypothecation, lien, mortgage, or any other encumbrance of whatsoever nature.
Engagement Agreement shall mean an agreement for Service(s) offered through the Website.
Exploit means to use, make, sell or otherwise exploit in any manner whatsoever through any means whether now known or later Developed.
Governmental Authority means any federal, state, county, municipal or other sovereign entity or jurisdiction, as well as all subdivisions, agencies and authorities therein.
Hyperlinking Guidelines mean the directive established by Trademark Panda from time to time indicating the proper means, measures and specifications to be employed when linking the Website including without limitation the Content to be included or excluded and the Media to be used.
Intellectual Property means all foreign, federal, state and common law trademarks, service marks, Domains, Websites, trade dress, copyrights, know-how, show-how, patents, Inventions (whether or not patentable), mask works, Software, proprietary data, customer lists, strategic plans, financial data, Trade Secrets, all other intangible assets of whatsoever nature and all applications for registration and/or issuance with respect to all the foregoing and whether or not any of the foregoing is registerable or patentable, including, without limitation, with respect to all of the foregoing: (i) all goodwill associated with any and all of the foregoing, (ii) all patents, continuations, continuations in part, divisionals, reissues and extensions, and (iii) all moral rights associated with any and all of the foregoing.
Inventions means any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), and any work of authorship (whether or not copyright protection may be obtained for it).
Law means all foreign, federal, state, municipal (and with respect to other countries equivalent counterparts) constitutions, statutes, regulations and other requirements or laws duly instituted.
Losses means any and all business losses, data losses, costs, charges damages, expenditures, expenses, fees (including, without limitation, attorneys’, accountants’, investigators’, witnesses’ and professionals’ fees), liabilities, profits, trading losses, and/or other losses and/or damages of whatsoever nature.
Manifestation of Assent means User’s express representation that User has read the Website Documents, understands the Website Documents, accepts the Website Documents, and will abide by the Website Documents’ respective terms and conditions, including without limitation the obligations to fulfill User’s covenants, representations and warranties contained therein.
Media means print, document-based medium, television, facsimile, telex, telephony, radio, satellite, cable, wire, computer-based network, network, magnetic means, optical means, electronic means, Internet, intranet, Software, compact and laser disc, digital video displays, video cassettes, and multi-media and any other method (through any means whether now known or later Developed) for the publication, retention, conveyance, possession or holding of Content.
Non-Commercial Purposes means informational, personal and/or otherwise non-commercial purposes.
Party means User or Trademark Panda.
Parties mean User and Trademark Panda.
Person means any natural person, corporation, limited liability company, limited partnership, partnership trust, association, organization or other entity of whatsoever nature, including without limitation any robot, computer or other non-human or intangible entity.
Prohibited User means a User who is prohibited from Utilizing the Website by the terms and conditions of the Agreement and/or other Website Document.
Representatives means with respect to a Person, all shareholders, directors, officers, strategic advisors, employees, agents, representatives, attorneys, and accountants either holding equity in, retained by, employed by, commissioned by or otherwise Controlled by the subject Person.
Right means all right, title, license and interest, including, without limitation, all Intellectual Property right, title, license and interest.
Section means a reference to a provision of this Agreement.
Service(s) means the non-legal services offered through the Website, which may at most include automated brand search, trademark data collection, trademark monitoring, domain registration, search engine optimization, social media search, and logo design.
Software means source code, object code, executable code, or other program or code format whatsoever, whether now known or later Developed.
Trade Secrets mean all methodologies (subject to same being the subject of an issued patent), pricing strategies, marketing approaches and other Confidential Information that Trademark Panda reasonably informs (whether orally or in writing) User from time to time is a trade secret, as well as other Confidential Information reasonably the subject of trade secret protection under relevant and applicable state statutes (including, without limitation, the Uniform Trade Secrets Act as enacted and promulgated from time to time in Nevada and/or California).
Trademark Panda refers to Trademark Panda and Trademark Panda’s Affiliates and Representatives.
Trademark Panda Intellectual Property means the Intellectual Property owned, held, used or licensed by Trademark Panda, or that which Trademark Panda has Right in or to, including without limitation all Intellectual Property in and to the Website.
Transaction means Utilization of the Website by User for the purposes for which the Website was created, determined in Trademark Panda’s sole and absolute discretion.
User means any Person Utilizing the Website.
User Information means any information provided by User to Trademark Panda through User’s Utilization of the Website.
Utilize means with respect to the Website, any and all Exploitation including without limitation any and all access, execution of Software, and/or utilization of any kind, for and any all reasons, in any manner whatsoever, through any and all means whether now known or later Developed.
Website means Trademark Panda Intellectual Property comprised of any and all Content residing at the Domain from which this document is linked.
Work Product means the results of Trademark Panda’s efforts on behalf of User, based upon User’s request for same, the furtherance of which is within the scope of a Transaction.
Permitted Uses of the Website.
Subject to the terms and conditions of the Agreement, Trademark Panda hereby grants User a personal, limited, revocable, non-transferable, non-assignable (except as set forth herein), non-exclusive license to: (a) execute the executable code of Website Software only through the Domain only to make Transactions, provided, however, that such use may, in Trademark Panda’s sole and absolute discretion, be denied at: (i) certain times reasonably designated by Trademark Panda for updates, back-ups and/or maintenance of the Website, and/or (ii) other times unexpected and/or outside the reasonable control of Trademark Panda including without limitation, network outages, technical errors, and third Person acts or omissions that prohibit, hinder or otherwise preclude Utilization of the Website, (b) view the Website only for Non-Commercial Purposes with the exception of using the Work Product in furtherance of User’s business, and (c) create a hyperlink to the Website provided that such hyperlink in compliance with the Hyperlinking Guidelines.
User may access and use the Website solely in accordance with the Website Documents and any posted policies and procedures that appear on the Website. Subject to the terms and conditions herein, User may (i) display the Website on an internet access device, and (ii) on an occasional, infrequent and ad hoc basis, and only in circumstances that constitute “fair use” under United States copyright law. Except as expressly authorized by the foregoing sentence and as otherwise permitted herein, User may not display or print the Website and in no event may User broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative or derivative works based on the Website. No part of the Website may be published, broadcast, rewritten or redistributed in whole or part without the express written permission of Trademark Panda.
No Legal Services.
Trademark Panda’s offerings are limited to the Service(s). Legal services offered through the Website, if any, are offered and performed only by Advertisers who are also attorneys. Trademark Panda is not an attorney, law firm, or attorney referral service, and does not provide legal advice or legal services of any kind whatsoever. While User and/or Advertiser(s) may request that Trademark Panda serve, for example, as a point of information intake or payment facilitator through means such as PayPal, for legal services undertaken by Advertiser(s) on behalf of User, no attorney-client relationship is formed or may ever be formed with Trademark Panda through User’s Utilization of the Website or otherwise due to the general nature of legal services. Trademark Panda cannot and does not earn money from Advertiser(s)’ provision of legal services, nor through any facilitation of same. The only attorney-client relationship that may be formed based on User’s Utilization of the Website may exist only between User and an Advertiser who is also an attorney, and even then, may only exist as the result of User signing an Engagement Agreement with such Advertiser(s). No legal services will be undertaken by Advertiser(s) in the absence of a signed Engagement Agreement between User and such Advertiser(s) who is also an attorney. Advertisers are prohibited from performing legal services in the absence of a signed Engagement Agreement between User and such Advertiser, which may be provided to User via hyperlink from or to the Website. Even after such an Engagement Agreement is signed, an Advertiser may not perform legal services if such Advertiser is prohibited from doing so due to the existence of a conflict of interest, and/or pursuant to the rules of professional conduct applicable in such Advertiser’s jurisdiction, determined in Advertiser’s sole and absolute discretion.
Nothing on the Domain or Website should be interpreted as legal advice. Any information viewed on or through the Website which may be interpreted as legal advice or offering of legal services shall be interpreted as if offered and provided only by Advertiser(s) who are also attorneys, as such services are offered and provided exclusively by such Advertiser(s).
While Trademark Panda does attempt to verify the licensed status of all attorneys who are Advertisers, Trademark Panda disclaims all representations and warranties to such effect, and User is required to independently verify such status in User’s jurisdiction.
User authorizes Trademark Panda to provide User Information to Advertiser(s) for the purpose of fulfilling User’s request for Service(s). While communication between User and Advertiser through the Website may be considered attorney-client privileged information if such an Advertiser is also an attorney, no such privilege is created by or between User and Trademark Panda, and User is hereby required in perpetuity to never provide any information of a confidential or sensitive nature to Trademark Panda or to any third Person, as such provision of information may weaken or destroy any actual attorney-client privilege between Client and Client’s attorney, at minimum, with respect to such information. Advertiser(s) who are attorneys do not share User’s privileged information with any other party, including Trademark Panda.
Advertisers reserve the right to deny or refuse service including with respect to the Service(s) to any Person for or without cause.
User Covenants, Representations & Warranties.
User has full and unrestricted power and authority, corporate or otherwise, to execute, deliver and perform this Agreement and other instruments and documents required herein, and is authorized to act with such authority when Utilizing the Website.
User shall comply with all applicable Laws in connection with User’s Utilization of the Website, and such further limitations as may be set forth in any written or on-screen notice from Trademark Panda. Without limiting anything herein, User agrees not to transmit, distribute, post, communicate or store Content on, to or through the Website that: (a) is copyrighted, unless User is the copyright owner, (b) reveals trade secrets, unless User owns them, (c) infringes on any other intellectual property rights of others or on the privacy or publicity rights of others, (d) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity, (e) is sexually-explicit, (f) constitutes advertisements or solicitations of business, chain letters or pyramid schemes, or (g) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
User shall not: (a) use any incomplete, false or inaccurate biographical information or other information for purposes of Utilizing the Website, (b) delete or revise any material or other information of any other user or Trademark Panda, (c) take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure, (d) use any device, Software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted thereon, or violate or attempt to violate the security of the Website including without limitation: (i) accessing data not intended for User or logging into a server or account that User is not authorized to access, (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (iii) attempting to interfere with service to any user, host or network, including without limitation by way of “flooding”, “spamming”, “mailbombing” or “crashing” the Website, (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (v) forging any TCP/IP packet header or any part of the header information in any e-mail or posting, (e) use or attempt to use any engine, Software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatar’s or intelligent agents) to navigate or search the Website other than the search engine and search agents available from Trademark Panda on the Website or those generally available to third party web browsers, (f) attempt to decipher, decompile, disassemble or reverse engineer any of the Software comprising or in any way making up a part of the Website, or (g) utilize framing technology to enclose the Website.
Trademark Panda will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Trademark Panda reserves the right to review postings on the Website, to remove any postings, and to terminate User’s ability to communicate with, or post to, the Website at any time without notice, in its sole and absolute discretion. Trademark Panda reserves the right to disclose such information to the extent necessary to satisfy any applicable Laws, or to edit, refuse to post or to remove any information or materials, in whole or in part.
User shall not use any meta tags or other Content utilizing Trademark Panda Intellectual Property, nor Encumber, nor authorize nor enable any Person to Encumber, Trademark Panda Intellectual Property or any portion thereof, nor remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Website.
User shall at Trademark Panda’s request provide Complete information within the time frame set forth by Trademark Panda. The failure to provide Complete information can result in materially adverse effect on User’s Rights. Action taken pursuant to User’s request for Service(s) will be taken in accordance with and in sole reliance on User Information and any information provided by User in any subsequent request(s) for information. User warrants the accuracy of such information and covenants, represents, and warrants that such information has not been misappropriated and does not infringe any right of any third Person, and if such information does infringe any third Person right, or contains errors and/or omissions, User is absolutely responsible for any and all such infringements, errors and/or omissions, and shall hold Trademark Panda and Advertiser(s) harmless from and against any and all Claims for any and all Losses relating to, arising from or out of (whether directly or indirectly) a breach of such obligations. If User fails to provide Complete information at any time, User covenants, represents and warrants that Trademark Panda and Advertiser(s) are authorized and directed to complete the Service(s) requested solely on the basis of User Information.
User’s creation of or use of any hyperlink to the Website shall not portray Trademark Panda or the Service(s) in a false, derogatory, misleading, or otherwise offensive manner.
Third Person Links.
The Website may contain hyperlinks to other websites Controlled by third Persons. Trademark Panda is not responsible for the Content of any hyperlinked website or any link contained in a hyperlinked website. Trademark Panda provides hyperlinks to User only as a convenience, and the inclusion of any link does not imply endorsement by Trademark Panda of the resulting website. Utilization of any linked content is at the sole risk of User.
Copyright Infringement Claims.
User shall direct any copyright infringement Claims to Trademark Panda’s designated agent, consistent with section 512 of the Digital Millennium Copyright Act (17 U.S.C. Section 512). The designated agent to receive notification of claimed infringement, as filed with the Public Information Office of the Copyright Office, is available in the following manner:
8876 Spanish Ridge Ave Ste 204
Las Vegas, NV 89148
All copyright infringement Claims must be in writing and shall include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, (b) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that website, (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Trademark Panda to locate the material, (d) information reasonably sufficient to permit Trademark Panda to contact the complaining party, including address, telephone number, and e-mail address, (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Trademark Panda may, in Trademark Panda’s sole discretion, modify any and all of the Website without notice at any time, including any or all of the Website Documents.
All licenses not expressly granted to User pursuant to this Agreement are reserved by Trademark Panda. User shall not acquire any Right in and to the Trademark Panda Intellectual Property. User shall not contest the Right of Trademark Panda in and to the Trademark Panda Intellectual Property or the validity of the license granted by Trademark Panda to User pursuant to this Agreement. User shall not at any time apply for any registration of any Intellectual Property which would affect any Right of Trademark Panda in and to the Trademark Panda Intellectual Property nor shall User file any document with any Governmental Authority or take any action which would impact any such Right in and to the Trademark Panda Intellectual Property or assist any other Person with such action or document.
All Rights in and to the Trademark Panda Intellectual Property including without limitation the Intellectual Property in the Website exclusively vests in and shall always vest with Trademark Panda or its respective designees.
User shall promptly notify Trademark Panda of any unauthorized Utilization of Trademark Panda Intellectual Property by third Persons that come to User’s attention. Trademark Panda shall have the Right, exercisable at Trademark Panda’s sole discretion, in and to the institution and control of any and all Claims against third Persons relating to Trademark Panda Intellectual Property.
To the extent User is deemed an owner of any Trademark Panda Intellectual Property or any other Intellectual Property which Trademark Panda has Developed or otherwise has a bona fide claim of ownership (whether arising from this Agreement or otherwise), User hereby assigns any and all such Intellectual Property to Trademark Panda and shall execute and undertake all documents and all actions necessary to effect the clarification of ownership of all such Intellectual Property in and to Trademark Panda and to permit Trademark Panda to apply for registration of such Intellectual Property and/or issuances of patents, as well as maintain any registrations or issuances granted.
Trademark Panda retains the right to preclude User’s use of any portion of the Trademark Panda Intellectual Property that is determined to infringe a third Person’s Intellectual Property or that is the subject of a prohibition of use by any Governmental Authority. If such even occurs and such preclusion follows, then Trademark Panda shall use reasonable efforts to provide a substitute to the affected portion of the Website for User’s Utilization consistent with the provisions of this Agreement.
Trademark Panda retains the right to revoke the license granted in this Agreement for any or no reason.
Disclaimer of All Warranties and Representations, Remedy.
THE WEBSITE IS PROVIDED “AS IS.” TRADEMARK PANDA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO USER OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEBSITE, INCLUDING ANY PART THEREOF, OR OTHER CONTENT THAT MAY BE PROVIDED BY TRADEMARK PANDA. TRADEMARK PANDA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF ANYTHING HEREIN, TRADEMARK PANDA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL: (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PERSON INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (c) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, QUALITY OR OMISSIONS IN, ON OR FROM THE WEBSITE, (d) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEBSITE, AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY TRADEMARK PANDA OR ANY THIRD PERSON. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANYTHING HEREIN, THERE IS NO WARRANTY THAT THE WEBSITE WILL MEET USER’S NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY ENGAGEMENT FOR SERVICES EFFECTED BY OR THOUGH THE WEBSITE. WITHOUT ANY LIMITATION, TRADEMARK PANDA DOES NOT TAKE RESPONSIBILITY FOR THE ULTIMATE OUTCOME OF USER’S REQUEST FOR SERVICE(S) AND SUCH A REQUEST MAY NOT ULTIMATELY BE GRANTED. ANY OBJECTION, OPPOSITION, REJECTION, OR OTHER SITUATION PREVENTING THE SUCCESSFUL PROCESSING AND/OR REGISTRATION OF THE SERVICE(S) IS NOT THE RESPONSIBILITY OF TRADEMARK PANDA, AND USER HEREBY WAIVES ANY AND ALL CLAIMS OF OR FOR INDEMNIFICATION FOR SUCH OCCURRENCES. USE OF THE WEBSITE, INCLUDING ANY SEARCH, SCREENING OR OTHER TRADEMARK CLEARANCE TOOL(S) THEREIN OR THEREON IS NOT A GUARANTEE THAT USER’S MARK IS REGISTRABLE, OR THAT SUCH MARK WILL ULTIMATELY BE REGISTERED OR NOT INFRINGE.
NEITHER TRADEMARK PANDA NOR ANY THIRD PERSON SHALL BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY AND ALL CLAIMS FOR ANY AND ALL LOSSES WHATSOEVER RELATING IN ANY WAY TO THE WEBSITE, INCLUDING ANY PART THEREOF, OR ANY OTHER CONTENT, WHETHER ARISING UNDER THE WEBSITE DOCUMENTS OR OTHER APPLICABLE LAWS INCLUDING WITHOUT LIMITATION CONTRACT, TORT, OR STATUTORY.
IN NO EVENT SHALL TRADEMARK PANDA OR ANY THIRD PERSON BE LIABLE TO USER OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE SERVICE PROVIDED BY TRADEMARK PANDA ON OR THROUGH THE WEBSITE, INCLUDING ANY PART THEREOF, OR ANY OTHER CONTENT, INCLUDING LOSSES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF ANY DESIGNS PROVIDED, EVEN IF TRADEMARK PANDA OR ANY THIRD PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, INCLUDING IF ALLEGED TO ARISE BY LAW, BY REASON OF USAGE IN THE TRADE OR BY COURSE OF DEALING. IN NO EVENT SHALL TRADEMARK PANDA’S TOTAL LIABILITY TO USER EXCEED THE AMOUNT PAID BY USER, IF ANY, FOR SERVICE(S) REQUESTED THROUGH THE WEBSITE.
Agreement for Arbitration.
User shall submit any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement that cannot be resolved between the Parties to binding arbitration to be held in Nevada in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final, conclusive and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The Parties shall each bear their own attorney fees with respect to such Arbitration but shall share equally the other costs, fees and/or expenses of arbitration.
In addition to any and all other remedies available to Trademark Panda pursuant to this Agreement, Trademark Panda shall have the right to immediately terminate this Agreement for any or no reason, with or without notice, including User’s failure to provide Complete Information. On any termination of this Agreement, User shall immediately cease any further Utilization of Website.
Trademark Panda reserves the Right, in its sole discretion, to terminate the Website, at any time, with or without notice. In the event of such termination, Trademark Panda will work with User to determine the amount of any refund (if any) to be paid to User as a result of such termination. Should User’s Utilization of the Website result from User’s material breach of the terms and conditions of this Agreement, or any other Contract to which Trademark Panda and User are parties, User shall not be entitled to any refund.
As consideration for the Service(s) requested by User, User agrees to pay any and all applicable Service(s) costs, fees and/or expenses. All such costs, fees and/or expenses are non-refundable unless specified to the contrary.
Notwithstanding any other provision of this Agreement, User shall indemnify and hold Trademark Panda and its Advertisers (the “Indemnified Parties”) harmless from and against any and all Claims for and any all Losses incurred by any of the Indemnified Parties with respect to, arising from or out of any Claim that relates to or arises out of any act or omission of User, including, without limitation, the unauthorized Utilization of the Website.
This Agreement is personal to User, and User shall not assign or have assumed this Agreement to and by, respectively, third Persons.
User acknowledges that User’s failure to cease Utilization of Website upon termination of this Agreement, continued Utilization of the Website after User becomes a Prohibited User, or any violation by User of this Agreement relating to Trademark Panda Intellectual Property, would result in damage that is largely intangible, but nonetheless real, and that is incapable of complete remedy by an award of damages. Accordingly, any such violation shall give Trademark Panda the right to a court-ordered temporary restraining order and injunction (both preliminary and permanent) against User without any requirement to post bond and/or other appropriate order to specifically enforce this Agreement.
The provisions herein concerning Intellectual Property will be construed as independent of any other provision herein and raising a defense to any obligation of User in this Agreement related to Intellectual Property shall not impair the ongoing duty of User to perform in accordance with its own obligations pursuant to this Agreement.
User shall not use Trademark Panda Intellectual Property except as designated in herein or on the Website. User agrees that in Utilizing the Website, User shall in no way represent that User has any Right in or to the Website or other Trademark Panda Intellectual Property.
The Parties shall execute with acknowledgment or affidavit, if required, all additional documents which may be necessary or expedient in the consummation of the Agreement and the achievement of the Agreement’s purposes.
Trademark Panda hereby reserves the right to deny or refuse service including without limitation the Service(s) to any Person for or without cause.
If any provision of this Agreement should be held to be void or unenforceable in whole or in part by a court of competent jurisdiction, then such court shall correct the defect in a narrowly tailored manner to approximate the manifest intent of the Parties.
When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and in the masculine gender shall include the feminine and neutral, and vice-versa.
Sections relating in any way to User covenants, representations, and/or warranties, including the obligation to pay costs, fees and/or expenses, third Person links, disclaimers of all warranties and representations, remedies, indemnifications, and general provisions shall survive any termination of this Agreement.
The results of force majeure shall in no case be considered a breach of this Agreement, including without limitation problems arising from elements of nature, fires, acts of war, national security attacks, coups d’état, or any resulting interruptions in the Website derived from technical problems determined by Trademark Panda as such.
The Agreement and any and all amendments, schedules, exhibits, and/or documents incorporated herein by reference represents the entire understanding between the Parties with respect the Agreement’s subject matter. This Agreement may be changed, waived, discharged or terminated only by an instrument in writing, signed by the Party against which enforcement of such change, waiver, discharge or termination is sought.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns and may be executed electronically and/or in one (1) or more counterparts and as executed shall constitute one (1) agreement.
All communications to Trademark Panda shall be in writing and shall be deemed to have been duly given to Trademark Panda if personally delivered or transmitted by postage-prepaid registered or certified mail with return receipt requested, Express Mail, or other overnight mail delivery service, as follows: Trademark Panda, 8876 Spanish Ridge Ave Ste 204, Las Vegas, Nevada 89148.
All communications to User shall be in writing and shall be deemed to have been duly given to User if personally delivered or transmitted by postage-prepaid registered or certified mail with return receipt requested, Express Mail, or other overnight mail delivery service, or facsimile or electronic mail at the address, facsimile number and/or email address provided by User in the User Information.
The Parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have this Agreement reviewed by their respective attorneys and that any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, including amendments, schedules, exhibits, and/or documents incorporated herein by reference.
Regardless of where User resides or may be domiciled, or where User’s browser is physically located, User’s Utilization of the Website shall be interpreted as if to have occurred solely within the State of Nevada, Clark County, and the Website shall be deemed to have been served from and the Service(s) performed solely and wholly within the State of Nevada, Clark County, as if User had physically traveled there to obtain the Service(s).
As such, any Claim relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement that cannot be resolved between the Parties is governed by Nevada law, and shall be brought in a federal or state court in Las Vegas, Nevada within one year after the Claim arises, but in no case earlier than following the fulfillment of any obligation regarding an agreement for arbitration regarding same. User consents to the sole and exclusive jurisdiction of courts located in Las Vegas, Nevada as the most convenient and appropriate for the resolution of Claims relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement that cannot be resolved between the Parties. The Website is controlled, operated and administered entirely within the United States. Use of the Website from locations outside the United States where such practices violate any Law is prohibited.
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THIS AGREEMENT SETS FORTH IMPORTANT RIGHTS AND LIABILITIES THAT IMPOSE SUBSTANTIAL OBLIGATIONS, RESPONSIBILITIES AND COVENANTS UPON USER. WHILE USER HEREBY COVENANTS, REPRESENTS AND WARRANTS THAT USER HAS FULLY READ AND HAS FULLY UNDERSTOOD THE NATURE, SPIRIT AND SCOPE OF THIS AGREEMENT, IT IS IMPORTANT TO SEEK THE ADVICE OF LEGAL COUNSEL WHEN ENTERING INTO SUCH AN AGREEMENT AND USER HAS TAKEN THE OPPORTUNITY TO EVALUATE THE NEED FOR LEGAL COUNSEL, AND HAVE EITHER OBTAINED LEGAL COUNSEL’S ADVICE WITH RESPECT TO THIS AGREEMENT OR HAVE DETERMINED, IN USER’S OWN BEST INTEREST, THAT IT IS UNNECESSARY TO TAKE THE TIME TO OBTAIN SUCH LEGAL COUNSEL’S ADVICE.
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