PANDA BOT NETWORK TERMS OF SERVICE
DEFINITIONS USED IN THIS DOCUMENT
"PBN, Inc.", "PBN", "PBN" "PBN Network" and "We" are defined as the company Panda Bot Network, Inc. "The customer", "PBN's customers," and "You" are defined as patrons of PBN, Inc. "This site" is defined as any website that is owned, operated or otherwise directly or indirectly maintained by PBN, Inc. "Service" and "Product" are interchangeable, and defined as any merchandise or commercial offering of PBN. The term "spam" is used as it is currently defined by the Federal Trade Commission.
Welcome to Panda Bot Network ™. PBN and its affiliates provide products and services to clients all around the world. PBN has the responsibility to protect each client and provide them with the best services available. The following conditions were designed to protect our products and services. If you visit, shop, or use any of our products and services at PBN, you accept these conditions. Please read them carefully. In addition, when you use any current or future PBN products and services or visit or purchase from any business affiliated with PBN, whether or not included in the PBN Web site, you also will be subject to the guidelines and conditions applicable to such service or business.
When you visit PBN or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All products and services provided by PBN may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene, unlicensed software or files, or material protected by trade secret and other statute. You agree to indemnify and hold harmless PBN from any claims resulting from the use of the service which directly or indirectly damages any other party.
ACCEPTABLE USE POLICY
General Statement: PBN's Acceptable Use Policy ("AUP") is provided to give our customers and users a clear understanding of what PBN expects of them while using a product or service. All users of PBN's products and services: those who access some of our Products and Services but do not have accounts, users accessing the content you place on PBN's products and services, as well as those who pay a service fee to subscribe to any Products or Services, may not use, promote, host, or participate in:
I. Copyright Infringement including no hosting of warez trackers or torrent sites: Direct copyright infringement as defined and noted under Title 17, Section 512 of the United States Code
II. Unsolicited Email 'SPAM' to be defined as any mailing to more than 10 people at once who did not opt-in or request to be contacted
III. Proxy Email (SPAM): defined as the use of services to act in concert with other services located inside and outside the network to achieve mass unsolicited email (SPAM) to unrelated third parties
V. Email Bombing: The sending, return, bouncing or forwarding of email to specified user(s) in an attempt to interfere with or over flow email services
VI. Illegal Use: This includes, but is not limited to: death threats, terrorist threats, threats of harm to another individual, multi-level marketing schemes, "ponzi schemes", invasion of privacy, credit card fraud, racketeering, defamation, slander, and other illegal activities
VII. Child Pornography
VIII. Threats & Harassment: Including but not limited to threats or harassment to individuals, organizations or businesses
IX. Fraudulent activities
X. Denial of Service (DOS and DDOS)
XI. Terrorist Websites: This includes sites advocating human violence and hate crimes of any kind
XII. Distribution of Malware: including virus software, root kits, password crackers, adware, key stroke capture programs and other programs normally used in malicious activity, or any software appropriated for these or related activities
XIII. Phishing: any activity associated with phishing or systems designed to collect personal information (name, account numbers, usernames, passwords, etc.) under false pretense
XIV. Gambling or Betting Activities
XV. Adult Content
XVI. Online gaming that is part of denial of service attacks such as 'runescape'
XVII. Ping bots, network scanning programs, automated network intrusion programs
XVIII. IRC 'Internet Relay Chat' related applications
XIX. Hosting any form of proxy software, or anonymous proxy services
Any of the websites related above activities will be banned from the PBN
INTERACTION WITH CUSTOMER SERVICE
The PBN customer service team takes great lengths to provide polite, prompt and excellent customer service at all times. For the safety and protection of our staff and their families we have a zero tolerance policy in regards to abuse of our staff. You may not threaten abuse, shout at, swear at, insult, or otherwise disrespect our staff during any form of business communication including, but not limited to in person, telephone, live chat, fax, postal mail, Email, forum post, blog post, instant messenger, or ticket response. Violations of this aspect of the Terms of Service are subject to account termination without warning. If such a termination takes place no refund will be given.
PAYMENT AND BILLING
You agree to pay PBN for Products and Services without deduction, or delay for any reason. At any time, PBN may require you to pay a deposit or increase an existing deposit as a condition of providing Services. You authorize PBN to investigate your credit history at any time and to share credit information about you with credit reporting agencies. Payment of all charges is due within three (3) days after the date of invoice, in U.S. currency. Invoices are issued fourteen (14) days prior to subscription renewal dates (if you bill on the 15th of the month, an invoice is generated on the first day of the month and must be paid in full by the 15th of the month). Past due accounts that receive payments will have those payments applied to the oldest past due invoices first. Failure to pay any invoice may place the account into default, and could lead to suspension of all services until the account is paid and current. You will be responsible for reimbursing PBN for all costs (including reasonable attorney fees) associated with collecting delinquent or dishonored payments. Accounts not paid in full within three (3) days of the invoice due date may be suspended, or terminated. Accounts not paid in full within fourteen (14) days of the invoice due date may be terminated and any past due invoices turned over to our collection service with an additional collection fee of up to SEVENTY NINE DOLLARS ($79) will be applied in addition to any past due balance and/or late fees.
IF YOU DISPUTE CHARGES ON YOUR BILL, YOU MUST NOTIFY PBN IN WRITING OF THE DISPUTE WITHIN SIXTY DAYS OF THE DATE ON THE AFFECTED BILL, OR ELSE YOU WAIVE THE DISPUTE.
TAXES AND REGULATORY SURCHARGES
Rates outlined on attached order forms are exclusive of any applicable taxes. You are responsible for all taxes, gross receipts taxes, fees and surcharges relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent that you provide PBN with a valid tax exemption certificate before PBN provides Services to you. You are responsible for payment of any and all state, federal, or international surcharges.
All content included on PBN's websites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of PBN or its content suppliers and protected by United States and international copyright laws. The compilation of all content on PBN's websites is the exclusive property of PBN and protected by U.S. and international copyright laws. All software used on PBN's websites is the property of PBN or its software suppliers and protected by United States and international copyright laws.
PBN, other marks indicated on our site are registered trademarks of PBN, Inc. or its subsidiaries, in the United States and other countries. PBN's trademarks and trade dress may not be used in connection with any product or service that is not PBN's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits PBN. All other trademarks not owned by PBN or its subsidiaries that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by PBN or its subsidiaries.
The Internet Security product line by PBN, have patents-pending at this time.
PANDA SMART BROWSER LICENSE AND SITE ACCESS
PBN grants you a limited license to access and make personal use of Panda Smart Browser and this site and not to modify it, or any portion of it, except with express written consent of PBN. This license does not include any resale or commercial use of PBN's websites or its software ; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Panda Smart Browser and this site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of PBN. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of PBN and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing PBN's name or trademarks without the express written consent of PBN. Any unauthorized use terminates the permission or license granted by PBN. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of PBN so long as the link does not portray PBN, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any PBN logo or other proprietary graphic or trademark as part of the link without express written permission.
If you use PBN products and services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use PBN only with involvement of a parent or guardian. PBN and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders and or services at its sole discretion.
CANCELLATION or NON-RENEWAL
To cancel or elect not to renew any product or service, the customer must submit a cancellation request via the PBN Client enter at http://my.pandabot.net . Cancellation requests must be submitted at least seven (7) calendar days prior to expiration of the current renewal term. To insure the privacy and security of both the customer and PBN, cancellation must be completed via the PBN Client Center only.
No refunds, partial or otherwise, will be issued for any unused portion of any billing cycle or late cancellations. For special promotions, a 50% off promotion, for example, PBN applies those funds at the full value rate to whichever period the funds are covering at the service's normal rate, and the remaining time is provided at no charge. More specifically - if you purchase a service with a semi-annual billing period at 50% off, PBN applies the full rate for the first three months of service, and the ensuing 3 months of the 6 month term are provided at no charge. As such, any cancellations placed during the time frame in which service is being provided at no charge shall be ineligible for a refund. Furthermore, requests for refunds will only be considered if the cancellation request is for an immediate cancellation. Also, understand that you must have all your data backed-up and off the PBN Network, because immediate cancellations may lead to the immediate and irrecoverable loss of any and all data associated with your service.
Cancellation requests MUST be made seven (7) or more days prior to expiration of the current billing cycle. Cancellations made within the last seven (7) days of the current billing cycle and marked "Cancel at the end of the billing period" will not be terminated until the end of the follow billing cycle and the invoice will be due and processed. Cancellations made within the last seven (7) days of the billing cycle and marked "Immediate cancel" will be terminated by midnight of the day of the cancellation request, and the current invoice will still be due and processed per our Terms of Service.
No refunds will be given on customized services/orders, associated setup fees and/or services/orders with explicitly requested and provided IP diversity, unless specified at the time of purchase. Additionally, any orders that have utilized a license for which PBN has paid fees to a third party - such as (but not limited to) Microsoft Licenses, WHMCS Licenses, and cPanel Licenses - are non-refundable. Payments for domain names, for which PBN pays to a registrar, are also non-refundable.
PBN and its affiliates attempt to be as accurate as possible. However, PBN does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product or service offered by PBN itself is not as described, your sole remedy is to return it in unused condition and discontinue using said service within five (5) business days.
Parties other than PBN and its subsidiaries operate stores, provide services, or sell product lines on or through this site. In addition, we provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their web sites. PBN does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties.
Any attempts to undermine or cause harm to a PBN service or customer of PBN is strictly prohibited. PBN will pursue legal action to the fullest extent for any abuse of PBN or its products or services.
BREACH OF TERMS OF SERVICE
If any terms or conditions are failed to be followed, it will result in grounds for service suspension or deactivation. PBN reserves the right to remove any account or service without prior notice. If PBN deactivates your service or account(s) for violating policy, you will forfeit your rights to a refund. No refunds for advance payments on deactivated accounts. Serious offenses may cause immediate deactivation WITHOUT WARNING.
You agree to indemnify and keep indemnified PBN (and its parent, subsidiaries, affiliates, officers and employees) from and against any costs, damages, liabilities and losses (including legal fees) suffered or incurred by PBN as a result of any claim made by any third party due to or arising out of your use of the Service, your connection to the service or any breach by you of any of your obligations under these Terms and Conditions.
LENGTH OF CONTRACT
The agreement between You and PBN will be effective as of the date you sign up for any PBN Product or Service, and will remain effective until terminated by either party. You agree to any and all changes to the Terms of Service unless you elect to terminate service in writing with PBN via the primary PBN website, http://www.pandabot.net
Without limiting other remedies, PBN or its affiliates may limit, suspend, or terminate your use of PBN Products and Services, prohibit access to PBN's website, remove hosted content such as emails and website data, and take technical and legal steps to keep you off PBN's network if we suspect that you are in breach of these Terms of Service, or are past due by more than 3 days on your account balance (subscription payment), causing possible legal liabilities, acting inconsistently with the letter or spirit of our policies, your use of any Product or Service degrades the quality and performance of the PBN network, if you purchased PBN Product or Services from an unauthorized reseller, or for other similar reasons, with immediate effect and without recourse to the courts. PBN shall effect such termination by preventing access to your account and to the PBN network as well as delete any website content, data, or domain names stored on our network. If you provided a valid email address, PBN may provide notice to you by email, but is not under obligation to notify you.
You acknowledge and agree that any termination of the Service under any provision of this Agreement may be effected without prior notice, and agree that PBN may immediately thereafter delete any and all hosted data, backup files, email files, domain names, account settings, network addresses and any other content within your account that is stored on the PBN network.
You acknowledge and understand that if the PBN Service or Products do not function as a result of a force majeure event, PBN will not be in breach of any of its obligations toward you under these Terms of Service. A force majeure event means any event beyond the control of PBN. In the event PBN is affected by a force majeure event, it shall post a notification on the PBN website or contact you directly concerning the estimated extent and duration of its inability to perform or delay in performing its obligations, on a reasonable efforts basis. PBN will not accept any liability for the consequences arising out of a force majeure event.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THIS SITE, ALONG WITH ITS PRODUCTS INCLUDING PANDA SMART BROWSER AND SERVICES, ARE PROVIDED BY PBN ON AN "AS- IS" AND "AS-AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE, AND OUR PRODUCTS AND OUR SERVICES ARE AT YOUR SOLE RISK.
PBN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PBN MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PBN OR THROUGH OR FROM ANY OF ITS SERVICE PROVIDERS SHALL CREATE ANY WARRANTY ABOVE AND BEYOND THAT WHICH IS EXPRESSLY STATED IN THE TERMS AND CONDITIONS.
LIMITATIONS OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PBN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PBN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED, OBTAINED, STORED, SENT OR RECEIVED FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
Except in relation to such liability as has been expressly excluded the maximum aggregate liability of PBN in contract, tort, statutory duty or otherwise (even where PBN has been advised of the possibility of such loss or damage) for any loss or damage whatever arising from or in relation to this Agreement shall be limited to the lessor of (i) $100; (ii) the monthly cost of the Service which has been paid for a given month. This limit shall also apply in the event that any exclusion or other provision contained in these Terms and Conditions is held to be invalid for any reason and PBN becomes liable for loss or damage that would otherwise have been limited.
By visiting PBN, you agree that the laws of the state of New York, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and PBN or its affiliates.
Any dispute relating in any way to your visit to PBN or to products and services you purchase through PBN shall be submitted to confidential arbitration in Albany, New York, except that, to the extent you have in any manner violated or threatened to violate PBN's intellectual property rights, PBN may seek injunctive or other appropriate relief in any state or federal court in the state of New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
SITE POLICIES, MODIFICATION, AND SEVER-ABILITY
Panda Bot Network's Commitment to Online Security
Physical, electronic and managerial procedures have been employed to safeguard the security and integrity of personal information. The billing information is encrypted whenever transmitted or received online. Personal information is accessible only by staff or volunteers designated to handle online complaints or requests. All Panda Bot Network agents and contractors with access to personal information obtained on the Panda Bot Network web sites are also bound to adhere to this policy.
Personal Information that Panda Bot Network May Collect Online
Panda Bot Network collects the following types of personal information: names, postal and e-mail addresses, phone, IP (internet protocol) and facsimile numbers, billing information (except credit card numbers), and any necessary customer service information. Panda Bot Network may also collect business information from Agents and Resellers of our products and services which could constitute personal information, as well as personal information from individuals acting solely in their business capacity.
Panda Bot Network Uses Personal Information Collected Online
Unless you consent, we will not use your personal information for any purpose other than that for which it is submitted. We use personal information to reply to inquiries, handle complaints, provide operational notices and in program recordkeeping. We also process billing and business requests related to program participation. At certain points where personal information is collected on our site, there may be a box where you may indicate you would like to be on a list to receive information about other Panda Bot Network products and services. This election box only appears in places where the department collecting personal information maintains such lists. At any time you can add or remove your name from a Panda Bot Network list by contacting us.
How Your Information May Be Shared
We never share your information with any business and we never sell or rent your personal information.
Panda Bot Network may also release personal information to appropriate governmental authorities under the following circumstances:
- Where release is required by law (for example, a subpoena) or regulation, or is requested by a government agency conducting investigations or proceedings;
- Where our records indicate a company may be engaged in fraudulent activity or other deceptive practices that a governmental agency should be made aware of;
- Where your communication suggests possible harm to others.
Help Us Keep Your Personal Information Accurate
If your personal information changes, or you would like to review the personal information we may have on file, please e-mail us with the new information or your review request by contacting us. Let us also know the service program that led to your submission of personal information so we may efficiently locate your information.
Computer Tracking and Cookies
Our web sites are not set up to track, collect or distribute personal information not expressly entered by visitors. Our site logs do generate certain kinds of non-identifying site usage data, such as the number of hits and visits to our sites. This information is used for internal purposes by technical support staff to provide better services to the public and may also be provided to others; but again, these statistics contain no personal information and cannot be used to gather such information.
A cookie is a small amount of data that is sent to your browser from a web server and stored on your computer's hard drive. Panda Bot Network uses non-identifying cookies to provide easier site navigation and access to forms. You can still use the Panda Bot Network sites if your browser is set to reject cookies. Our cookies do not generate personal data, do not read personal data from your machine, and are never tied to anything that could be used to identify you.
ACCESS FEE DEFINITIONS
The Access Fee is defined as the base monthly access fee paid by Customer for use of the applicable Panda Bot Network service at the amount of time and resources allowed, without additional charge, and excluding third party fees, fees for additional services, customized orders that require special hardware to be ordered, and other types of options.
HOW TO REQUEST A REFUND
PBN fees which are paid by customers are not refundable.
TERMS OF AGREEMENT
The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term of this agreement
To begin the enrollment process, Affiliate will submit an application via https://my.pandabot.net Panda Bot Network will evaluate Affiliate's application and will notify Affiliate of Affiliate's acceptance or rejection. Panda Bot Network may reject Affiliate's application if Panda Bot Network determines that Affiliate's site is unsuitable for the Affiliate Program. Reasons for rejection can include, but are not limited to the Affiliate's site promoting violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or the Affiliate's site promoting illegal activities and/or violating intellectual property rights.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
LIMITATION OF LIABILITY
We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.
ACKNOWLEDGMENT OF TERMS
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
TERMS OF SERVICE AND CONDITIONS OF USE FOR PBN AFFILIATES AND RESELLERS
When you visit Panda Bot Network or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Panda Bot Network will provide you with textual and graphical links (Link Materials) with which you may link your Web site to our Web site. Once you become an approved Affiliate, we grant you a non-exclusive limited license solely to reproduce and use these Link Materials, including our trademarks to the extent they are incorporated into these Link Materials, only while you are an Affiliate and only in accordance with the terms and conditions of this Agreement. You many include Link Materials in mailings to your opted-in lists (see section regarding Spam) and in other advertisements at your discretion. You agree to display the Link Materials appropriately on your Web site and in advertisements, and to respect our trademarks, service marks, and other rights in the Link Materials. You will use only these Link Materials to link to Panda Bot Network, and you will not alter the look or feel of these Link Materials or of our Web site in any way. You will use reasonable efforts to update to new versions of Link Materials as we make them available.
METHOD OF LINKING
You may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your website to access our website (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your website to access our website); (b) post any Special Links on any website or other platform that is accessible through any Internet Access Appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our website; (e) make any orders or subscription requests, or engage in other transactions of any kind on our website on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the website on which any functions or transactions are occurring; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of our website (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral commissions otherwise payable to you under this Agreement and/or terminate this Agreement.
Panda Bot Network will be solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. Panda Bot Network will endeavor to do its best to ensure accurate tracking of referrals made by affiliates. Affiliates will themselves be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral sales. Notwithstanding the above statement of responsibility by Panda Bot Network to track sales, affiliates hereby acknowledge and accept that the tracking system employed by Panda Bot Network is not 100% fail-safe and that there may on occasion be instances of referral sales made that are not credited to an affiliate for any of the following possible reasons:
•Failure by the affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on.
• Deliberate or accidental actions by customers to circumvent an affiliate's special URL so that our software is unable to accurately track that sale.
•Bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time.
•Acts of nature that cause irretrievable data loss on the computers and back-up disk media.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
•The technical operation of your site and all related equipment
•The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
•Creating and posting Product descriptions on your website and linking those descriptions to the Panda Bot Network web site.
•Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
•Ensuring that materials posted on your site are not libelous or otherwise illegal.
•We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
RELATIONSHIP OF PARTIES
Panda Bot Network and your company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this agreement.
QUALIFYING PRODUCTS AND SERVICES FOR REFERRAL COMMISSIONS
Any product or service with a recurring service fee listed on the Panda Bot Network web site is eligible for referral commissions.
We will pay you referral commissions on the base monthly recurring service fee of Qualifying Product sales to third parties. For a Product sale to be eligible to earn a referral commission, the customer must satisfactorily complete an order for any Qualifying Products and/or Service from the Panda Bot Network web site. We will only pay referral commissions on such Products after order, payment and shipping (if necessary) and the 2nd monthly billing is completed (31 days after the day of initial sale) on the Qualifying Product sold. If during the 31 days the Qualifying Product sold is determined to be fraudulent, suspended, canceled, credited, or refunded, the referral commission will be canceled and voided. Panda Bot Network at its sole discretion may increase the 31 day hold period before approving a commission by up to 60 days in cases where there is a heightened belief the transaction may result in fraud, refund or charge back.
Payments are issued in US dollars, and paid once a month, on the 1st of the month for the total amount of 'approved' funds in your affiliate account. Payments are made via PayPal, or at the affiliate's option - in the form of a service credit towards Panda Bot Network hosting products and services.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our Representatives shall be submitted to confidential arbitration in a city selected by the company in New York, United States, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of New York (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of the United States and the state of New York, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.