1. TERMS
"Client" means the individual or business name subscribing for the service.
"The Service" is the monitoring provided by the Pennywize Online client software in conjunction with the Pennywize Online central database server and the associated fees.
"The Company" refers to Goldfish data B.V.
"The Software" refers to Pennywize Online, a product of Goldfish data B.V.
"Administration Pages" refers to the set of pages a client will have access to once they have subscribed to the service.
2. Client Cancellation
The client may, at any time, cancel this contract with written notice. The company will terminate this agreement and will no longer provide site monitoring services.
If the client has more than one site being protected by the software, the client may choose to cancel monitoring of any particular site(s). In this case the client will cease using the software from those site(s).
Pennywize reserves the right to refuse membership or cancel a client account at any time. Clients who are on the 'Free' plan and who are deemed to be cheating or misusing the system will have their accounts closed. Clients who are on the 'free' plan and who are deemed to be using an excessive amount of resources by Pennywize will be given the option to upgrade to a fee paying plan or have their accounts closed.
3. Client's Obligation
The Client agrees to follow all regulations regarding the use of the software set by the company.. These regulations include, but are not limited to, the following:
Advertising
When advertising the use of Pennywize Online, the user must link to the website http://www.pennywize.com
Customer Support
The customer shall at all times have the ability to submit requests for technical support through the administration pages. The company will endeavor to respond to these emails in a timely manner, and will provide this response via email.
Payments
The client is responsible for paying periodic subscription fees in accordance with the fee plans at the time.
For ease of administration and to ensure all clients are kept satisfied, all subscription fees will be automatically billed against the member's credit card number or checking account, which has been provided on the subscription form, unless the agreement is terminated (see point 2)
The cost of renewal will not exceed the subscription cost at the time of the client's initial subscription. Cost of renewal will not be affected by any increase in this site's subscription rates.
Clients are responsible for providing the administrators of this site with notification of new credit card details for continued membership once their card has expired.
4. Limitations of Liability for Goldfish data B.V.
The Company assumes no liability for disruptions to the clients service including, but not limited to, password theft or account misuse, vandalism, theft, Internet disruptions, extreme or severe weather conditions or any other causes in the nature of "ACTS OF GOD" or force majeure. Company shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Client be entitled to recover damages from Company which exceed the sum of the Service Fees retained by Company under this Agreement during the six months prior to the event giving rise to the claim for damages.
5. Indemnification
The Client is fully responsible for the contents of its Web site. The Client is further fully liable for the contents and accuracy of all the advertising and advertisements appearing on its Web site. The Client is also fully liable for any promotions, whether appearing on the Client's Web site or otherwise, proffered or offered by the Client in reference to any of the Client's offerings. The Client hereby certifies to the Company that the Client is the owner of or that the Client has the legal right and authority to use, utilize or disseminate all information, data, graphics, text, video, music or intellectual property which either same forms a part of the Client's Web site or is in any way or manner incorporated into the Client's Web site, which is provided by the Client to its customers, or those accessing the Client's Web site or, which is otherwise used or utilized by the Client in its advertising or promotion, be same done or provided on the Client's Web site or otherwise.
Client agrees to indemnify and hold harmless the Company, its employees, officers, agents, directors or successors, from any and all fines, penalties, losses, claims, expenses, or other liabilities, resulting from or in connection with this Service Agreement. Company assumes no liability of the Client for the Client's failure to follow and adhere to the terms of this Service Agreement, and any results caused by the acts, omissions or negligence of the Client, its subcontractor(s), agents, employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any manner in connection with, the Client's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for defamation, libel or slander, or for violations of copyrights, patents, trademarks, service marks, or other intellectual property rights.
The Client acknowledges and agrees to reimburse and make the Company whole for any and all legal fees and costs incurred by the Company in reference to or in any manner arising out of the Client's utilization of its Web site or arising out of the Client's obligations under this Service Agreement, be said claim rightfully or wrongfully asserted against the Company. This obligation of the Client shall arise and bind the Client regardless of whether or not litigation against the Company is actually instituted by a third party, and shall include all sums paid by the Company, its sole judgement and discretion, to any third-party to compromise an asserted claim prior to the commencement of litigation, or during litigation, or to satisfy any monetary judgment against the Company, or sums advanced by the Company to allow it to comply with any injunctive directive of a court order or of a settlement.
The client agrees that all information transmitted over the Internet, between any of the software's components is deemed public domain information.
6. Term
The term of this Service Agreement shall continue until a notice of cancellation by Company or Client is received in writing or until terminated under other provisions of this Agreement. Company reserves the right to terminate this Agreement without cause upon notification to the Client. Company may further terminate this Agreement immediately without notice at any time the Customer breaches any part of this Agreement.
7. Default
In the event Client defaults in any provision or fails to perform pursuant to this Agreement, Goldfish data B.V. shall be entitled to damages, costs and attorney's fees from the Client.
8. Invalid or Non-enforceable Provisions
The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provision hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
9. Choice of Law/Venue
This Agreement shall be construed and enforced in accordance with the laws of the State of Queensland, Australia and the venue for any action, dispute or proceeding with respect to this Agreement shall be Queensland, Australia.
10. Captions
The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.
11. Amendments and Modifications
Except as hereinafter provided no Amendment or modification of this Service Agreement shall be valid unless same is in writing and signed by all parties hereto. Company may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on Company and to make other changes deemed necessary by the Company, provided that such changes do not materially alter the ongoing obligations of the parties, by sending Client a specimen of the changed Agreement. Unless Client rejects the changed Agreement and terminates this Agreement by notice to Company in writing within fifteen (15) days after Company sends the changed Agreement, the changed Agreement shall replace this Agreement and be in full force and effect.
12. Restrictions
You may not attempt to create or derive any of the source code or other technology or data within the Software by disassembly, reverse engineering or any other method, or otherwise reduce the Software to a human-perceivable form. You may not modify or translate any part of the Software. You may not use, disclose, distribute, make or have made any copies of the Software, in whole or in part, nor rent, lease or lend the Software without the prior written authorization of the company, provided, however, that you may maintain a backup copy of the Software during the term of this License. You agree to provide notice to the company (support@pennywize.com) immediately after learning of or having reason to suspect a breach of any of the provisions set forth in this License.
13. Disclaimer of Warranty
THIS SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY'S PATENT(S), TRADE SECRET(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
Furthermore, The Company does not warrant or make any representations regarding the use or the results of the use of the software or related documentation in terms of their correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by The Company or The Companies authorized representative shall create any warranty or in any way increase the scope of this warranty. Should the Software prove defective, you (and not The Company) assume the entire cost of all necessary servicing, repair or correction. Some states do not allow exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
Last Updated: Tuesday, November 27th 2018
