THIS IS A LEGALLY BINDING AGREEMENT (THE "AGREEMENT") BETWEEN YOU AND PENZU INC. YOU MUST READ THE TERMS AND CONDITIONS OF USE SET OUT BELOW CAREFULLY BEFORE USING THE PENZU WEBSITE. BY ACCESSING, BROWSING, SUBSCRIBING TO OR OTHERWISE USING THE PENZU WEBSITE, YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS AMENDED FROM TIME TO TIME BY PENZU INC. IN ITS SOLE DISCRETION. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, DO NOT USE THE PENZU WEBSITE.
THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
1. DESCRIPTION OF SERVICE
Penzu is a web-based service (the "Service") provided by Penzu Inc. (hereafter "Penzu", "we", "our", "us") that allows its users to create and maintain an online diary or journal. Once a user has registered with Penzu, the user receives access to a journal space where the user can create a private profile and save text and images in the form of various entries to such journal space. Entries can be shared anonymously or not anonymously via email, or publicly. You can choose to sign up for a free account, or to sign up for a premium account ("Penzu Pro") for an annual subscription fee of USD $19.00 (the "Fee"). Penzu Pro provides additional security, customization options, the ability to export and import data, and a variety of other features. For the purpose of this Agreement, both the free Service and Penzu Pro are referred to collectively as the "Service", unless otherwise indicated.
"You", "your" or "User" means an adult user of the Service (as defined herein) acting independently or as parent or guardian for any minor whom you allow to access the Service and for whom you will be held strictly responsible.
By accessing or using the Penzu website at www.penzu.com or penzu.com (the "Site") you agree that you have read, understand and agree to be bound by this Agreement, whether or not you are a registered User of Penzu.
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to the Agreement on the Site and will indicate at the top of this page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revisions, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check the Site to determine if there have been changes made and to review such changes.
4. MEMBERSHIP, REGISTRATION DATA, ACCOUNT, FEES FOR PENZU PRO AND SECURITY
Penzu does not accept membership registrations from users who are under 13 years of age. By registering with Penzu, you represent that you are at least 13 years old. If you are 13 or older but under the age of 18, you must review this Agreement with your parent or legal guardian to make sure that you and your parent or legal guardian understand the Agreement and agree to be bound hereby.
Upon registration with the Service you may be issued a user name and/or password (collectively, the "Account") in order to access certain sections of the Service and/or certain services available through the Service. In consideration of your use of the Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Service ("Registration Data"); (b) maintain the security and confidentiality of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Penzu, in order to keep it accurate, current and complete; and (d) be fully responsible for all use of your Account and for any actions that take place using your Account.
Users who sign up for a Penzu Pro Account shall be responsible for paying the Fee (defined above in Section 1). You will receive a full refund of the Fee if you notify us within 48 hours of paying the Fee that you do not wish to continue using the Penzu Pro Service. Please refer to the Refund Policy section in this Agreement for further details. In the event that we deactivate or terminate your Penzu Pro Account as described in Section 11 below and elsewhere in this Agreement, you will not be entitled to a refund of any Fees paid.
Your Penzu Pro Account will automatically renew each year, unless you fail to pay the Fee for that year or have disabled Automatic Renewal (as defined below) from your Account page, in which case your Penzu Pro Account will be deactivated until you pay the Fee. A notice will be sent to you 30 days prior to the one-year anniversary of the last payment of the Fee (the "Expiry Date"), at which time you can manually renew your Penzu Pro Account if Automatic Renewal has been disabled. Penzu Pro Accounts can only be manually renewed either (a) 30 days prior to the Expiry Date, or (b) after expiration of the Penzu Pro Account after such Expiry Date. Upon expiration of a Penzu Pro Account, you will have the option, pursuant to an "Expired Renew Page", to either pay the Fee to renew your Penzu Pro Account, or downgrade to a free Account. If you elect to downgrade to a free Account, your Penzu Pro Account will be reactivated for a period of 24 hours from the time of such election to enable you to unlock any User Content encrypted with Encryption Lock, after which time your Penzu Pro Account will be downgraded to a free Account and any remaining encrypted User Content will be lost. Penzu shall have no liability to you or any third party in connection with your Account renewal, including but not limited to, any failure or errors in renewing your Account.
Penzu Pro Users may pay the Fee using Visa, MasterCard, or PayPal and Accounts will automatically renew prior to their Expiry Date unless the automatic renewal feature of such Accounts ("Automatic Renewal") has been disabled. Unless Users have disabled Automatic Renewal, Users agree and consent to Penzu withdrawing annual payment of the Fee prior to the Expiry Date.
Users who choose to use PayPal shall be subject to the PayPal User Agreement and Penzu specifically disclaims all responsibility and liability for the reliability, operability or availability of the PayPal service or for any damages, losses, costs and expenses arising out of a PayPal transaction, including but not limited to the failure to pay a Fee or receive a refund.
You are responsible for all activities that occur through the use of your Account. You agree to: (a) immediately notify Penzu of any unauthorized use of your Account or any other breach of security; and (b) ensure that you exit from your Account at the end of each session on shared computers. Penzu will not be liable for any loss or damage arising from your failure to comply with this section. Penzu may also, in its sole discretion and without liability, issue you a new Account or require you to change your Account from time to time.
If you choose to sign up for Penzu Pro, you will have the option to protect individual entries with an "Encryption Lock" which uses a layered process to encrypt the content of your entries rendering such entries accessible only through the use of your password. In the event that you lose your encryption password, all encrypted data will be lost and Penzu will not be able to assist you with recovering your data. You assume all responsibility for the maintenance and recollection of your encryption password, and Penzu specifically disclaims all responsibility and liability with respect to Penzu Pro encryption and any loss of data resulting from the loss of any encryption password.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Penzu has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Penzu has the right to deactivate or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof), without liability.
5. REFUND POLICY
Within 48 hours of payment of the Fee, a User may contact Penzu by email, from the email address used by such User to create the Penzu Pro Account, to request a refund of the Fee. Penzu will, upon the expiry of 24 hours after receipt of such notice, downgrade such User's Account from the Penzu Pro Account to the free Account and the User shall cease having access to the Penzu Pro features. The Fee will be credited back to the User via the User's initial method of payment. The User must unlock any User Content encrypted using "Encryption Lock" within 24 hours of providing notice to Penzu requesting a refund. In the event that the User fails to so unlock any User Content with the 24 hour period, such User Content shall be lost and unrecoverable, and Penzu shall bear no responsibility for such loss.
7. OWNERSHIP AND RESPONSIBILITY WITH RESPECT TO USER CONTENT
Penzu does not endorse, support, represent or guarantee the accuracy or reliability of any communications or content Posted on the Service or endorse any opinions expressed via the Service.
You are solely responsible for the journal entries, photos, messages, profiles, information, notes, text, and other content (collectively, the "User Content") that you upload, publish, display or transmit to or share with others or create public links to (hereinafter "Post") on or through the Service. You understand and agree that Penzu may, but is not obligated to, review and delete or remove, without notice, any shared User Content in its sole discretion, including, without limitation, User Content that in the sole judgment of Penzu violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. You also agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of any User Content.
Penzu does not claim ownership of User Content that users Post on the Service, whether public or private. However, by sharing or otherwise making public any User Content on any part of the Service you thereby grant, and you represent and warrant that you have the right to grant, to Penzu an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, reproduce, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content, and to grant and authorize sublicenses of the foregoing, to the extent that the foregoing is required to provide the Service. With respect to any User Content that is not shared or otherwise made public by you, you hereby grant, and you represent and warrant that you have the right to grant, to Penzu an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use such User Content but only to the extent required to make such User Content available to you in accordance with your Account settings.
You acknowledge and agree that Penzu may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Penzu, its users and the public.
8. GENERAL USER CONDUCT
You acknowledge and agree that the Service is available for your personal, non-commercial use only.
You represent, warrant and agree that no materials of any kind submitted through your Account or otherwise Posted or shared by you through the Service will violate or infringe the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful material. You agree that you will not use the Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service.
You further agree not to use the Service or the Site to:
(a) harvest or collect email addresses or other contact information of Users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(b) use automated scripts to collect information from the Service or for any other purpose;
(c) upload, Post, transmit, share or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
(d) upload, Post, transmit, share or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(e) Register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity;
(f) impersonate any person or entity, including but not limited to a person or entity affiliated with Penzu, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
(g) upload, Post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, surveys, contests, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(h) upload, Post, transmit, share or otherwise make publicly available on the Service any private or personal information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, Social Insurance numbers, and credit card numbers;
(i) solicit personal information from anyone under 18 or solicit passwords or personal information for commercial or unlawful purposes;
(j) collect or store personal information about other Users;
(k) upload, Post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(l) advertise or offer to sell any goods or services for any commercial purpose unless you have Penzu's written consent to do so;
(m) download any file that you know, or reasonably should know, cannot be legally obtained in such manner;
(n) interfere with or disrupt the Service, or any of our other sites, servers, or networks, or disobey any requirements, policies, or regulations of networks connected to the Service;
(o) forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our Service or to manipulate your presence on our Service;
(p) take any action that imposes an unreasonably or disproportionately large load on our infrastructure;
(q) intentionally or unintentionally violate any applicable local, State, Provincial, national or international law;
(r) upload, Post, transmit, share or otherwise make available any material that encourages conduct that may constitute a criminal offence, give rise to civil liability or otherwise violate any applicable municipal, provincial, federal and international law and/or regulation; and
(s) in any way harass another.
ANY ATTEMPT TO DELIBERATELY DAMAGE THE SERVICE OR ANY RELATED WEBSITE MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, PENZU RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO CRIMINAL PROSECUTION.
9. ANONYMOUS USER MESSAGES AND PUBLIC LINKS
Whenever you send anonymous messages and/or whenever you share a public link, you must comply with all of the requirements in Section 8. Additionally, you must act responsibly at all times, and refrain from sending, or encourage the sending, of messages that are frightening, harassing, insulting or any messages that we, in our sole discretion, deem to be inappropriate towards other users of the Service. Failure to abide by such guidelines can result in, without limitation, your Account being deactivated or you being denied access to certain features of the Service for a definite or indefinite period of time. Penzu also reserves the right, but not the obligation, to take any steps it deems necessary, in its sole and absolute discretion, when it acquires knowledge of the contents of anonymous messages and/or public links that it believes to be inappropriate, including, without limitation, contacting any relevant authorities.
Notwithstanding any of the foregoing, you acknowledge and agree that Penzu has no obligation to in any way monitor the content of anonymous messages that are sent between users and/or any public links. Any User that believes that any message or messages received from other Users are in breach of this Agreement is encouraged to report such messages to email@example.com. Such Users are also encouraged to not respond in any manner to any such messages.
10. LIMITATIONS ON USER CONTENT
The following limitations apply with respect to User Content:
(a) any User Content that contains nudity, sexually graphic material, or any other User Content that is deemed by Penzu, in its sole discretion, to be explicit, should be made private. Penzu reserves the right, in its sole discretion, to block Users from sharing any such User Content with other Users;
(b) Users may not Post User Content that promotes pedophilia, incest and/or bestiality;
(c) Users may not Post User Content that exists for the primary purpose of either commercially distributing pornographic content, or directing traffic to sites whose purpose is the commercial distribution of pornographic content;
(d) Penzu has a zero-tolerance policy against child pornography and will terminate the access of, and report to the authorities, any User who Posts or distributes child pornography;
(e) Users may not Post User Content that promotes hatred towards any group based on race, ethnic origin, religion, gender, disability, age, veteran status, sexual orientation and gender identity; and
(f) Users may not Post threats of violence or any physical or emotional harm against any person or group of people.
Notwithstanding the foregoing, you acknowledge and agree that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language or containing mature subject matter. You agree to use the Service at your sole risk and that Penzu shall have no liability to you for content that may be found to be offensive, indecent or objectionable.
11. TERMINATION AND MODIFICATION
Penzu may in its sole discretion and at any time discontinue or modify the provision of the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be affected without prior notice and acknowledge and agree that Penzu may, for any reason, and without a refund to you of any Fees, immediately deactivate or terminate your Account and any or all User Content, information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that Penzu shall not be liable to you or any third party for any termination of your access to the Service, or modification, suspension or discontinuance of the Service.
Should you no longer desire to use the Service, you may either deactivate or terminate your Account with Penzu. You may deactivate your Account from the Account page, however, your User Content and/or personal information may not be deleted by Penzu. In order to terminate your Account, and permanently remove your User Content and/or personal information, you must contact Penzu at firstname.lastname@example.org from the e-mail address used to create your Account. In the event that a Penzu Pro User deactivates or terminates his/her Account, such User will not be entitled to a refund of any Fees.
12. ACCOUNT REACTIVATION
13. PROPRIETARY RIGHTS IN SERVICE CONTENT
You acknowledge and agree that the Service and any software used in connection with the Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Penzu for use in accessing the Service.
All content on the Service, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Service Content"), are the proprietary property of Penzu, its Users or its licensors with all rights reserved. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, Posted, transmitted or sold in any form or by any means, in whole or in part, without Penzu's prior written permission.
14. LIMITED LICENSE
Provided that you are eligible for use of the Service, you are granted a limited, non-exclusive, non-transferable license to access and use the Service and to download or print a copy of any portion of the Service Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact (the "License"). Except for your own User Content, you may not republish Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Service Content is strictly prohibited.
Such License is subject to this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein, without the prior written permission of Penzu, is strictly prohibited and will terminate the License granted herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise. The License is revocable at any time without notice and with or without cause.
PENZU and other Service graphics, logos, designs, page headers, button icons, scripts and names are copyrighted in Canada and/or other countries by Penzu or its licensors. Penzu's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Penzu.
16. COPYRIGHT INFRINGEMENT
If you believe that any material on the Service infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement: Penzu Inc.
Full Address of Designated Agent to Which Notification Should be Sent: Penzu Inc. c/o 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3C2
Email Address of Designated Agent: email@example.com
To meet the notice requirements under the Digital Millennium Copyright Act ("DMCA"), the notification must be a written communication that includes the following:
(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 copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(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 us to locate the material;
(d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;
(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; and
(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.
17. REPEAT INFRINGER POLICY
In accordance with the DMCA and other applicable law, Penzu has adopted a policy of terminating, in appropriate circumstances and at Penzu's sole discretion, Users who are deemed to be repeat infringers.
Penzu may also at its sole discretion limit access to the Service and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
18. CONTENT LINKED TO BY PENZU
The sites displayed or linked to by Penzu are developed by third parties over whom Penzu exercises no control. Penzu does not screen the sites for content before including them on the Service. Penzu Users may link to sites and/or content that some people find objectionable, inappropriate, or offensive. Penzu makes no representations or warranties of any kind regarding the content of such third party sites and does not guarantee that such content shall not include unintended or objectionable content and assumes no responsibility for the content of any site included in our lists or otherwise linked to by Penzu. Penzu shall not be responsible for the availability of such external sites or resources, or endorse or be liable for any content, advertising, products, or other materials on or available from such sites or resources.
You further acknowledge and agree that Penzu shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked site or resource. You acknowledge and agree that you may be subject to the terms and conditions and/or privacy policies ("Third Party Terms") associated with such linked sites or resources and Penzu shall not be responsible or liable for your failure to comply with such Third Party Terms.
19. PARTICIPATION OF ADVERTISERS AND/OR MERCHANTS
You understand and agree that some or all of the Service may include advertisements. You also understand and agree that you will not obscure any advertisements from general view via HTML/CSS or any other means. By using the Service, you agree that Penzu has the right to run such advertisements with or without prior notice, and without compensation to you or any other User. The manner, mode and extent of advertising by Penzu on your User Content and throughout the Service shall be determined by Penzu in its sole discretion.
From time to time, the Service may also contain promotions from third parties. As a result, you may have the opportunity from time to time to enter into correspondence with or participate in promotions offered by any advertisers and/or merchants displaying their products or services on the Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser and/or merchant. Penzu assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.
20. DISCLAIMER OF WARRANTIES
PENZU DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION, MATERIAL, DATA, PRODUCTS OR SERVICES DISPLAYED ON OR INCLUDED IN THE SERVICE. PENZU DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION, MATERIAL, DATA, PRODUCTS OR SERVICES. PENZU DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION, MATERIAL, DATA PRODUCTS OR SERVICES ON THE INTERNET THROUGH THE SERVICE OR IN RELATION TO THE SERVICE.
THE SERVICE, AND ALL MATERIALS, INFORMATION, DATA, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. PENZU AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE.
PENZU AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE AND ALL MATERIALS, INFORMATION, DATA, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE. PENZU DOES NOT WARRANT THAT THE SERVICE OR ANY MATERIALS, INFORMATION, DATA, PRODUCTS OR SERVICES INCLUDED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
PENZU AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICE AND ALL MATERIALS, INFORMATION, DATA, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE. PENZU AND ITS LICENSORS ALSO DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE. IN NO EVENT WILL PENZU BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL, DATA, INFORMATION, PRODUCTS AND SERVICES THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL, DATA, INFORMATION, PRODUCTS AND SERVICES.
SOME STATES OR PROVINCES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
21. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL PENZU OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE SERVICE. SUCH LIMITATION OF LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF PENZU OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR ACCOUNT, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE.
THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOU TRANSMISSIONS OR DATA.
THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO A USER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT PAID, IN CASH, BY THAT USER FOR THE SERVICE DURING THE YEAR PRIOR TO ACCRUAL OF THE DAMAGES, LOSSES, OR CAUSES OF ACTION.
Without limiting the foregoing, under no circumstances shall Penzu or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
You agree to indemnify, defend and hold harmless Penzu and its subsidiaries and affiliates, and each of their directors, officers, employees, agents, representatives, licensors and licensees, from any damages, losses, costs and expenses (including legal fees), incurred in connection with any third party claim or demand arising out of your User Content, your use of the Service, your connection to the Service, your breach of this Agreement or your violation of any law or the rights of such third party. Penzu reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate fully as reasonably required by Penzu.
23. GOVERNING LAW
This Agreement and your use of the Service shall be governed and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, excluding the application of any rule or principal of conflict of law that might otherwise refer construction, interpretation, or the resolution of any dispute to the laws of another jurisdiction.
Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Toronto in the province of Ontario. You agree not to bring any legal action against Penzu in any jurisdiction except the province of Ontario and you shall submit and consent to such jurisdiction.
25. CHANGES IN TERMS AND CONDITIONS
We reserve the right to modify the Service from time to time, for any reason, and without notice, including the right to terminate with or without notice, without liability to you, the Account of any other User or any third party. We reserve the right to modify this Agreement from time to time without notice. Please review this Agreement from time to time so that you will be apprised of any changes.