Terms & Conditions
Terms & Conditions
This Panna (Online) Agreement (the "Agreement") is entered into by and between mroads LLC., a Texas corporation, with offices at 5550 Granite Pkwy Suite #225, Plano, TX ("mroads") and the entity agreeing to these terms ("Customer"). This Agreement is effective as of the date you click the â??I Accept" button below or, if applicable, the date the Agreement is counter signed (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the "I Accept" button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer's access to and use of the Services.
- Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where mroads stores and processes its own information of a similar type. mroads has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services mroads may transfer store and process Customer Data in the United States or any other country in which mroads or its agents maintain facilities. By using the Services Customer consents to this transfer, processing and storage of Customer Data.
- a. To the Services.mroads may make commercially reasonable changes to the Services from time to time. If mroads makes a material change to the Services mroads will inform Customer, provided that Customer has subscribed with mroads to be informed about such change.
b. To URL Terms.mroads may make commercially reasonable changes to the URL Terms from time to time. If mroads makes a material change to the URL Terms, mroads will inform Customer by either sending an email to the Notification Email Address.
- Customer Obligations.
- Compliance. Customer will use the Services, in accordance with the Acceptable Use Policy. mroads may make new applications features or functionality for the Services available from time to time the use of which may be contingent upon Customer's agreement to additional terms.
- Aliases. Customer is solely responsible for monitoring responding to and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Names or Trial Domain Names, as applicable but mroads may monitor emails sent to these aliases to allow mroads to identify Services abuse.
- End User Consent.Customer's Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer's access, monitoring, use and disclosure of this data and mroads providing Customer with the ability to do so and mroads to provide the Services.
- Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify mroads of any unauthorized use of, or access to, the Services of which it becomes aware.
- Restrictions on Use. Unless mroads specifically agrees in writing Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities;
- Billing and Payment.
- Billing.Customer will paywhen placing its order for the Services. Customer will not be committed to purchase the Services for a pre-defined term, but will pay for the Services ordered. mroads will bill Customer based upon Customerâ??s usage of the Services.
- Payment.All payments due are in U.S. dollars unless otherwise indicated on the Order Page or invoice.
- a.Credit Card or Debit Card.Fees for orders where Customer is paying with a credit card, debit card or other non-invoice form of payment, are due on ordering of the service
- Taxes. Customer is responsible for any Taxes, and Customer will pay mroads for the Services without any reduction for Taxes. If mroads is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer.
- By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to mroads.
- By Customer. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to mroads in accordance with the TSS Guidelines. mroads will provide TSS to Customer in accordance with the TSS Guidelines.
- Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.
- Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
- Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
Intellectual Property Rights; Brand Features.
- Intellectual Property Rights.Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and mroads owns all Intellectual Property Rights in the Services.
- Display of Brand Features. mroads may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. mroads may also display mroads Brand Features on the Service Pages to indicate that the Services are provided by mroads. Neither party may display or use the other partyâ??s Brand Features beyond what is allowed in this Agreement without the other partyâ??s prior written consent.
- Brand Features Limitation.Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
Publicity Customer agrees that mroads may include Customer's name or Brand Features in a list of mroads customers, online or in promotional materials. Customer also agrees that mroads may verbally reference Customer as a customer of the mroads products or services that are the subject of this Agreement. This section is subject to Section 7.3 (Brand Features Limitation).
Representations, Warranties and Disclaimers.
- Representations and Warranties.Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law). mroads warrants that it will provide the Services in accordance with the applicable SLA.
- Disclaimers.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. mroads MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.
- Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
- Termination after Trial Period. Customer is eligible for an unpaid Trial Period upon initial signup to the Services. This Trial Period lasts for up to thirty days or until Customer enters a payment mechanism. At the end of thirty days, Customer must enter a payment mechanism and will pay for the Services (including, if available and selected, a Trial Domain Name). If Customer fails to do so, within sixty days after failure to enter a payment mechanism, the Agreement will terminate pursuant to this section. Customer agrees that, other than as described in this Section 11, mroads has no obligation to continue to hold, export or return Customer Data. Customer agrees that mroads has no liability whatsoever for deletion of Customer Data pursuant to these terms.
- Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) mroads will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at mroadsâ??s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, mroads will delete Customer Data by removing pointers to it on mroadsâ??s active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party. If a Customer on an annual plan terminates the Agreement prior to the conclusion of its annual plan, mroads will bill Customer, and Customer is responsible for paying mroads, for the remaining unpaid amount of Customerâ??s annual commitment.
- By Customer. Customer will indemnify, defend, and hold harmless mroads from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data, Customer Domain Names or Customer Trial Domain Name(s); (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Acceptable Use Policy.
- By mroads.mroads will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that mroads's technology used to provide the Services or any mroads Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall mroads have any obligations or liability under this Section arising from: (i) use of any Services or mroads Brand Features in a modified form or in combination with materials not furnished by mroads, and (ii) any content, information or data provided by Customer, End Users or other third parties.
- Possible Infringement.
- a. Repair, Replace, or Modify.If mroads reasonably believes the Services infringe a third party's Intellectual Property Rights, then mroads will: (a) obtain the right for Customer, at mroads's expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.
- b. Suspension or Termination. If mroads does not believe the foregoing options are commercially reasonable, then mroads may suspend or terminate Customer's use of the impacted Services. If mroads terminates the impacted Services, then mroads will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.
- General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
Limitation of Liability.
- Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
- Limitation on Indirect Liability.NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO mroads HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Limitation on Indirect Liability. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
- Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
- Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
- Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
- Force Majeure.Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
- No Waiver.Failure to enforce any provision of this Agreement will not constitute a waiver.
- Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
- No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
- Governing Law. This Agreement is governed by Texas law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN Dallas County, Texas.
- Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
- Entire Agreement. This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
- Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Page, the Agreement, and the terms located at any URL. If Customer signs a physical agreement with mroads to receive the Services, the physical agreement will override this online Agreement.