MyPAMP Terms & Conditions

Last updated: 14 January 2014

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE FOR THIS WEBSITE BEFORE USING THIS SITE. By accessing or using our Services (defined below), you agree to be bound by the terms and conditions of these MyPAMP Terms & Conditions (this "Agreement"), our PAMP Website Terms & Conditions (the “Website Agreement”), and the terms and conditions of our Data Privacy Policy (the "Privacy Policy"). (This Agreement, the Website Agreement and the Privacy Policy are hereinafter referred to collectively as the “Agreements”) The terms of this Agreement shall govern in case of any conflict with the terms of the Website Agreement or the Data Privacy Policy.

The terms "we," "us," or "our" mean PAMP S.A, a Swiss corporation, and its domestic and foreign legal subsidiaries and affiliates. The term "Services," means, collectively, various services, information, data, and functionalities that we may from time to time make accessible and useable to you on or through this website application.

Your Compliance with this Agreement
You acknowledge that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy of which is hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your ability to visit, and submit, access and use information and data in connection with our Services.

You represent, warrant and covenant that you have the capacity to be bound by this Agreement, or if you are acting on behalf of a company or other entity, you have the authority to bind such company or entity. You also represent, warrant and covenant that you are at least eighteen (18) years old. In order to determine your compliance with this Agreement, we may monitor your access and use of our Services at any time and from time to time in accordance with our Privacy Policy.

Our Services are Not Intended for Minors
Our Services are intended to be accessed and used only by adults and are not directed to minors. We do not knowingly collect personally identifiable information by anyone under the age of 13, and you should not provide us with any information regarding any individual under the age of 13.

Your Access and Use of our Services
Your right to access and use our Services is revocable, non-exclusive and personal to you and is not transferable or sublicensable by you to any other person or entity. You are only entitled to access and use our Services for lawful purposes and strictly pursuant to the terms and conditions of the Agreements.

We reserve the right to terminate your account or suspend your access to the Services, in our sole discretion at any time with or without cause and without notice. You may terminate your account at any time with our without cause by discontinuing your use of the Service and destroying all materials obtained from the Service. We shall not be liable to you or any third party for the termination or suspension of the Services, or any claims related to the termination or suspension of the Service. Upon termination of the Service, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof.

Your access and use of our Services may be interrupted for one or more periods of time periodically or from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take. We reserve the right to suspend or discontinue the availability of our Services and/or any portion or feature of our Services at any time in our sole discretion and without prior notice.

Any action by you that, in our sole and absolute discretion: (i) violates the terms and conditions of the Agreements; (ii) restricts, inhibits or prevents any access, use or enjoyment of our Services; or (iii) through the use of our Services, defames, abuses, harasses, offends or threatens, shall not be permitted, and may result in your loss of the right to access and use of our Services. You shall not modify, scrape, embed, or frame our Services without our prior written permission in our sole and absolute discretion.

Your Access and Use of our Services
Subject to the terms of the Agreements, we may offer you various Services. Below are terms and conditions governing these Services.

You Must Maintain the Integrity of Your Information. To use certain Services, you may be required to provide us with information about you, which may be of a confidential nature and may include personal identifying information, and/or financial information (collectively, "Your Information"). If you provide Your Information to us then you agree to provide true, current, complete and accurate information, and not to misrepresent your identity. If our Services require you to create a password to use certain portions of our Services, you shall not (i) select a username already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that we, in our sole discretion, deem offensive or inappropriate. We reserve the right to deny creation of your account based on our inability to verify the authenticity of Your Information. Our collection, use and disclosure of Your Information is governed by the Agreements.

You Must Maintain the Security of Any Password Issued to You. It is your sole responsibility to maintain the security of the password. You agree that we shall not be liable for any loss, cost, damage, expense or claim (collectively, “Loss”) that you or any other person or entity may suffer as a result of the authorized or unauthorized use of your registration or password by a third party. You shall not allow any person under the age of 18 to use any Service via your registration or password, or otherwise.

You Must Notify Us of a Breach.You covenant and agree to immediately notify us of any known or suspected unauthorized use of your password, any unauthorized use of any account that you may have with us, any violation of this Agreement, or any other breach of security, including Loss, theft or unauthorized disclosure of your password or information, known to you in connection with any product or service available on our Services by sending an email via the my.pamp.com or www.pamp.com. When we receive such notice from you, or otherwise suspect or determine such authorized actions we shall have the right in our sole and absolute discretion and without any liability, but without any obligation to do so, to reset the password, suspend or terminate the account or take any other actions as we may deem appropriate or useful.

No Investment Advice; You Acknowledge and Agree that You Are Responsible for Your Financial Decisions. We and our affiliates, through the Services, may provide an on-line site, application or venue through which you can access, view, input, display, add, change, revise, calculate and manipulate, data and information. We will not treat users of this site as our clients by virtue of them accessing and using it. This data or information (whether as input, displayed, added, changed, revised, calculated or manipulated) does not constitute general or specific investment, legal, tax or accounting advice of any kind. This data or information may be used by you or your advisors or other third parties from time to time to form a basis for, or make, financial or investment decisions. We do not endorse or recommend the products or services of any financial institution or investment advisor, and are not an agent or advisor to you or any financial institution or investment advisor. We do not validate or investigate the licensing, certification or other requirements and qualifications of financial institutions or investment advisors. It is your responsibility to thoroughly investigate financial institutions and investment advisors that you may wish to engage or use. You acknowledge and agree that financial institutions and investment advisors are solely responsible for any services that they may provide to you, and that we are not liable for any Loss in connection with, arising from, or related to, your use of a financial institution or investment advisor’s products or services. We urge you to seek the advice of financial institutions, investment advisors, brokers or other qualified professionals who are fully aware of your individual circumstances before you make any financial decisions based on any information accessible or useable through this site. You acknowledge and agree that you rely on your own judgment and that of such advisors, and not us, in selecting any products or services offered by financial institutions and investment advisors.

This Site Does Not Offer, Solicit or Distribute Securities or Investments. This website is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or registration, or which would subject us to any registration or licensing requirement within such jurisdiction. Nothing on this site shall constitute an offer or a solicitation of any offer to buy or sell any products or services, including, without limitation, any securities, financial instruments or other investments or investment advice. Precious metals, precious metal products, and the Services described on this site may not be suitable for you or available in the jurisdiction in which you are located.

You Acknowledge and Agree that We are Not a Financial Institution or Investment Advisor. You acknowledge and agree that we are not a financial institution or investment advisor. We do not offer or provide investment advice to you or anyone else, we do not manage other people’s money, and we do not market, sell, issue or guarantee mortgages, credit cards, insurance or any other financial products.

You Do Not Pay Fees to Us. We do not charge you a fee to use our Services. We are not involved with and are not responsible for any fee arrangement that you may enter into with any financial institution or investment advisor. You are solely responsible for complying with applicable laws and regulations in connection with your use of any of our Services. You hereby release us of any and all Loss in connection with, arising from or related to your engagement or use of a financial institution or investment advisor, including any fees charged by, or other compensation payable to, a financial institution or investment advisor.

Fees and Payments
Access and use of our Services is currently free. We may, in our sole discretion, and by notifying you of our Services, change this policy and begin charging for access or use of our Services and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount and type of fees) we charge at any time, and from time to time, in our sole and absolute discretion. If we introduce a new service or charge a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of new fees or changes to fees for an existing service, then you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service.

Public Forums
Our Services may act as a venue, through blogs, messaging, chat rooms, bulletin boards and other forums (collectively, the "Forums"), allowing the users to contribute information and make statements ("User Generated Content"). We are not involved in the actual transmission of User Generated Content provided for in the Forums. As a result, we do not approve or endorse any User Generated Content in the Forums, and you hereby acknowledge and agree that we have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content provided by you or any other person or entity in the Forums. You may find User Generated Content posted in the Forums by other users to be offensive, harmful, inaccurate or deceptive. Please use caution and common sense, and do not rely solely on User Generated Content published in the Forums for any investment or financial decision. Without limiting the generality of the foregoing, and although we do not regularly review User Generated Content provided for in the Forums, we reserve the right (but not the obligation) to remove or edit any User Generated Content in the Forums.

Transmissions, Submissions and Postings to our Services: Restrictions on Use
If you transmit, submit or post information to our Services that is not trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). Provided that you have obtained prior written permission from us to transmit, submit or post information to our Services that is trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content.

You shall not transmit, submit or post the following to our Services:

  • Information that infringes our or any third party’s copyright, patent, trademark, trade secret or other proprietary rights;
  • Information that violates any law, statute, ordinance or regulation;
  • Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy;
  • Information that contains any viruses, worms, Trojan horses, trap doors, back doors, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  • Information containing or constituting chain letters, mass mailings, political campaigning, or any form of "spam";
  • Information that is false, inaccurate or misleading;
  • Commercial advertisements or solicitations without our written permission; or
  • trademarked and/or copyrighted information without our prior written permission.

Although we do not regularly review your transmissions, submissions or postings, we reserve the right (but not the obligation) at any time and without notice to edit, refuse to post or remove your transmissions, submissions or postings. Pursuant to the Privacy Policy, we may review transmissions, submissions or postings made by you to determine, in our sole and absolute discretion, your compliance with this Agreement.

You are solely responsible for all your transmissions, submissions or postings (i.e., your own User Generated Content) and the consequences of transmitting, submitting or posting them.

Transmissions, Submissions and Postings to 0ur Services: Product Registration

The Company may from time to time in its sole and absolute discretion provide the non-exclusive opportunity for you and those that you authorize (e.g. a PAMP distributor) to register your PAMP® products on or through this site (“Product Registration”). Product Registration and access to, or use of, the Product Registration functionality by you or others may be limited or discontinued in whole or in part at any time without notice. Product Registration may be discontinued entirely at any time and the accounts and records related thereto deleted with or without cause and without notice. We have no obligation to preserve, retain or back up the account and data, and shall bear no responsibility for any loss of data in the account, or Loss associated with the data in the account for any reason.

We disclaim and shall have no obligation or responsibility, and you shall be solely liable, for any information or data that you, a distributor or others may from time to time transmit, submit and post to Product Registration.

You acknowledge and agree that Product Registration (a) does not grant, transfer, convey, confirm or enhance any legal rights to you or anyone else whatsoever, and neither you nor any other person or entity shall represent, warrant, guarantee or assert otherwise to any person or entity for any purpose, (b) does not revise, add, increase or enhance our obligations, responsibilities or liabilities, or the terms and conditions upon which the product is sold or otherwise transferred to you by us, the distributor or others, and (c) does not imply, guarantee or assure either the traceability, security, integrity or authenticity of the products that have been or will be registered.

Without limiting the provisions set forth above, Product Registration shall be subject to all of the terms and conditions of this Agreement, including, without limitation, your obligations and all of the restrictions, disclaimers and exclusion and limitations of liability set forth elsewhere in this Agreement.

Our Intellectual Property Rights
Our names, graphics, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in Switzerland and/or other countries (collectively, the "Proprietary Marks"). You may not use the Proprietary Marks without our prior written permission in our sole and absolute discretion. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners.

The information, pricing and other data, software and content viewable on, contained in, or downloadable from our Services (collectively, the "Content"), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, line art, icons and renditions, are copyrighted by, or otherwise licensed to, us or our Content suppliers. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the "Collective Work"). All software used on or within our Services (the "Software") is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work, or the Software.

You are solely responsible for any damages resulting from your infringement of our or any third-party's intellectual property rights regarding the Trademarks, the Content, the Collective Work, the Software and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.

Your Use of the Content
Subject to the other terms and conditions, We grant you a limited, non-exclusive, revocable and non-sublicensable license to access, print, download or otherwise make personal use of the Content and the Collective Work in the form of: (i) one machine-readable copy; (ii) one backup copy; and (iii) one print copy, for your non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content and the Collective Work. You may not modify the Content or the Collective Work, or utilize them for any commercial purpose or any other public display, performance, distribution, sale, or rental, any you may not decompile, recompile, reverse engineer, or disassemble the Content and the Collective Work, or transfer the Content or the Collective Work to another person or entity.

Except as otherwise permitted under the copyright laws of Switzerland, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content and the Collective Work as permitted by this Agreement, is permitted by you without our prior written permission in our sole and absolute discretion. Without limiting the foregoing, the Service and the Content may not be used to construct a database of any kind, nor may the Service or the Content be stored (in its entirely or in any part) in databases for access by you or any third party or to distribute any database services containing all or part of the Service or the Content. You may not use the Service in any way to improve the quality of any data sold or contributed by you to any third party.

You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our prior written permission in our sole and absolute discretion.

Access and Interference
You agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole and absolute discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; or (iv) bypass any measures we may use to prevent or restrict access to our Services.
Notwithstanding the foregoing, we may grant the operators of public search engines permission to use spiders to copy materials from our Services for the sole purpose and solely to the extent necessary for creating publicly available search indices of the materials on our Services, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases at any time. Except as expressly permitted in this Agreement, you shall not collect or harvest any personally identifiable information, including account names, from our Services. You shall not use any communication systems provided on our Services (such as Forums or email) for any commercial or solicitation purposes. You shall not solicit for commercial purposes any users of our Services without our prior written permission.

Electronic Communications
When you visit our Services or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by email or by posting notices on our Services. 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.

Your Responsibility for Equipment and Related Costs
We do not represent or warrant that the Service is compatible with your hardware, software or other equipment. You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use our Services, and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of our Services.

Third Party Links or Access
There may be provided on our Services links or access to other websites or mediums belonging to our advertisers, business partners, affiliates, financial institutions, investment advisors and other third parties. Such links and access do not constitute our endorsement of those third parties, nor the products or services of those third parties. We are not responsible for the activities or policies of those third parties.

Mobile Devices
If we provide aspects of our Services via an application for your mobile or other device, please be aware that your carrier’s normal rates and fees may apply and that the terms of this Agreement and other agreements within the application apply to your use of such application.

We Make No Representations or Warranties Regarding the Services or the Content
ALL SERVICES AND PRODUCTS AND CONTENT ASSOCIATED WITH OUR SERVICES ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES AND ALL PRODUCTS AND SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES IS AT YOUR SOLE RISK.

WE DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES, OR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, NONINFRINGEMENT, TITLE, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE CONTENT AND THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES OR CONTENT THAT MAY BE AVAILABLE FOR USE FROM OUR SERVICES IS FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION INCLUDING, WITHOUT LIMITATION, YOUR FINANCIAL INFORMATION AND DATA.

You acknowledge that (i) the Service is provided for informational purposes only, and is not intended for trading purposes or serve as the basis for an investment decision; (ii) the Service may include pricing and other information taken from commodity exchanges, the London Bullion Market Association, the London Platinum and Palladium Market, and other sources from around the world; (iii) we do not guarantee the sequence, accuracy, completeness or timeliness of the Service; (iv) the provisions of certain parts of the Service is subject to the terms and conditions of other agreements to which we are a party; (v) none of the information contained on this site constitutes a solicitation, offer, opinion or recommendation by use to buy or sell or invest in any precious metal, precious metal products, security or other physical, financial or investment product, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any commodity, security or investment; (vi) the information provided on this site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation; and (vii) The Service is broad in scope and does not consider your personal financial situation; Your personal financial situation is unique and the information may not be appropriate for your situation. Accordingly, before making any decisions or implementing any financial strategy, we recommend that you obtain additional information and advice of your accountant, financial institution and other investment advisors who are investment professionals fully aware of your individual circumstances.

Without limiting the forgoing, the Services and the availability of Content is subject at any time and from time to time to human, mechanical or other errors, oversights, mistakes, limitations, delays, service interruptions,(i) including, without limitation, as may be due in whole or in part to, related to or arising out of our computer hardware and software, telecommunication and operating systems, databases, or business processes and procedures, , (ii) as well as other problems inherent in, or which may be associated with, the use of the internet and electronic communications including, without limitation, force majeure events as well as government, regulatory and acts and omissions of third parties affecting or impacting the Services, the availability of Content, or such communications. You acknowledge and agree that we are not responsible or liable for delays, failures, or other Loss caused by or resulting from such problems, in whole or in part.

Our Services are controlled and offered by us from our facilities in Switzerland. We make no representations that our Services are appropriate or available for use in other jurisdictions. If you access or use our Services from other jurisdictions, then you do so by your own volition and are solely responsible for compliance with local law.

Our Services are hosted in Switzerland. We reserve the right at any time and without notice in our sole and absolute discretion to have the Services hosted by or through one or more other entities and/or in one or more other jurisdictions. The terms and conditions upon which we may offer hosted Services shall be in our sole and absolute discretion. All of the disclaimers and the exclusions and limitations of liability under this Agreement shall apply to such hosted Services.

Limitations on Our Liability
WE SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS, INCLUDING, WITHOUT LIMITATION, PROFIT, REVENUE OR BUSINESS, IN ANY WAY INVOLVING OUR SERVICES, OBTAINED THROUGH OUR SERVICES, OR OTHERWISE DUE TO OR ARISING OUT OF THE USE OF OUR SERVICES, OR THE INABILITY TO USE OUR SERVICES, OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THESE TERMS AND CONDITONS, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS OR AGENTS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF OR RELATED TO THE AGREEMENTS SHALL NOT EXCEED IN THE AGGREGATE US$100 WHICH YOU HEREBY AGREE IS APPROPRIATE AND REASONABLE.

WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR LOSS FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES OR CONTENT OR ANY LOSS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY AND AUTOMATICALLY BARRED WITHOUT NOTICE.

Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.

Force Majeure

We shall not be liable to you for any delay or failure in the performance of our obligations hereunder if and to the extent such delay or failure is caused, directly or indirectly, by fire, flood, explosion, war, terrorism, earthquake, elements of nature or acts of God or of the public enemy; riots, civil disorder, rebellions or revolutions in any country; embargoes; strikes, lockouts or labor difficulties; any failure in electrical or other mechanical equipment; unavailability of parts; civil or military authority; inability to secure materials or transportation facilities; acts or omissions of carriers or suppliers; inability to obtain any relevant data, access links or other communications facilities; any government requirements; or any acts or failures to act of any governmental authority; or any other cause, whether or not similar to the foregoing, beyond our reasonable control.

Your Indemnification of Us
You shall defend, indemnify and hold harmless us and our affiliates, and their respective officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all Loss, including, but not limited to, attorneys' fees and expenses, arising out of, or relating or in any way attributable to: (i) any breach or violation of the Agreements by you or someone using your computer or account; (ii) your failure to provide accurate, complete and current personally identifiable information requested or required by us; (iii) your access or use of our Services; (iv) access or use of our Services under any password that may be issued to you or the use of our Services by someone using your account; (v) your transmissions, submissions or postings (i.e., your own User Generated Content); and/or (vi) any Loss or personal injury or property damage to the extent caused by you or your investment advisors. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense. You acknowledge and agree to pay our reasonable attorneys’ fees incurred in connection with any and all lawsuits brought against you by us under these terms and conditions and any other terms and conditions of service on this site, including, without limitation, lawsuits arising from your failure to indemnify us pursuant to these terms and conditions.

Amendments of this Agreement
We reserve the right to update, amend and/or change this Agreement at any time and from time to time in our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Services. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately above this Agreement. Your continued access and use of our Services following the posting of any such changes shall automatically be deemed your acceptance of all changes.

Legal Disputes
You and we agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Services will be resolved in accordance with the provisions set forth in the Governing Law & Disputes section immediately below. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

Governing Law & Disputes

You irrevocably agree that the courts of the canton of Geneva Switzerland shall have exclusive jurisdiction to resolve any dispute or claim of whatever nature arising out of or relating to this Agreement, and that the laws of Switzerland shall govern such dispute or claim. However, we retain the right to bring legal proceedings in any jurisdiction where we determine that a breach of these Agreements is taking place or originating. You are responsible for compliance with any laws of the country from which you access the Services.

Miscellaneous
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, have no legal or contractual significance, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

All covenants, agreements, representations and warranties made by you in this Agreement, as this Agreement may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.

The Agreements represent the entire understanding and agreement between you and us regarding the Services and govern your use of the Service, and supersede all other previous agreements, understandings and/or representations regarding the same.

If you have questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us via my.pamp.com.

Returns and Refunds:

1. Frames
You may return a frame for a full refund of the purchase price you actually paid for the frame, subject to policy guidelines and warranty and license agreement provisions, provided you do all of the following:
(a) notify us within 14 calendar days from receipt of the frame via my.pamp.com;
(b) receive a Return Merchandise Authorization (RMA) number from us (see "Return Merchandise Authorization" section below); and
(c) return the frame within 5 calendar days of receiving the RMA number.

Except as set forth below in the "Shipping Costs" section below, you are responsible for and must prepay all return shipping charges, and you shall assume all risk of loss or damage to frames while it is in transit to us.

2. Shipping Costs
We will cover return shipping costs if you return the frame because it is damaged, defective or incorrectly shipped, subject to policy guidelines and warranty and license agreement provisions, provided you do all of the following:
(a) notify us within 14 calendar days from receipt of the frame via my.pamp.com;
(b) Receive a Return Merchandise Authorization (RMA) number from us (see below); and
(c) return the frame within 5 calendar days of receiving the RMA number
Although we will cover return shipping costs in this situation, you are responsible for and must prepay all return shipping charges, and you shall assume all risk of loss or damage to frames while it is in transit to us.

3. Return Merchandise Authorization
Before you ship the frame to us, you'll need an RMA from us.
You can obtain an RMA number by sending us an email via www.my.pamp.com, and then you will need to follow the return instructions that we send you including, without limitation, utilizing the shipping carrier and delivery time specified in the RMA.
Once you have been issued an RMA number, it will automatically expire in 7 calendar days, so please make sure that the frame is then returned as soon as possible, together with all of the materials and information described in the return instructions.
If you return the frame to us (i) without an RMA number, or (ii) beyond the 14 calendar day authorization period, or (iii) without the materials and information described in the return instructions, or (iv) not using the shipping carrier and delivery time specified in the RMA, or (v) but the frame was not used consistently with the instructions, we retain the right to either refuse delivery of such a return or charge a restocking fee.
Refunds are credited on the credit card used for the original purchase transaction typically within 5-7 business days from our receipt of the frame. The refund typically takes 1 to 2 billing cycles to appear on your credit card statement.

4. Subscription
If you want to cancel a VERISCAN™ subscription, you need to follow and will be bound by the same requirements and procedures set forth above.
Refunds of VERISCAN™ subscriptions will be reduced for any scans used on a pro-rata basis. We will refund the full amount if the return cancellation is caused by our error.
Refunds are credited on the credit card used for the original purchase transaction within 5-7 business days from our receipt of the cancellation request. The refund typically takes 1 to 2 billing cycles to appear on your credit card statement.

_______________________________________________________________________

VERISCAN™ SOFTWARE LICENSE AGREEMENT

Last Updated January 14, 2014

PLEASE READ ALL OF THE FOLLOWING SOFTWARE LICENSE AGREEMENT BEFORE USING THE LICENSED SOFTWARE AND THE VERISCAN™ SYSTEM (DEFINED BELOW). By accessing or using the Licensed Software and the VERISCAN™ System, you agree to be bound by the terms and conditions of this VERISCAN™ License Agreement (this "Agreement"), and the terms and conditions of our PAMP Website Terms & Conditions (the “Website Agreement”) and our Data Privacy Policy (the "Privacy Policy"). (This Agreement, the Website Agreement and the Privacy Policy are hereinafter referred to collectively as the “Agreements”) The terms of this Agreement shall govern in case of any conflict with the terms of the Website Agreement and the Data Privacy Policy.

The terms “we”, “our “us” or “our” means PAMP S.A.,a Swiss corporation and its domestic and foreign legal subsidiaries and affiliates. “you”, “your” or “yours” means the person or entity who is being licensed to use the Licensed Software (defined below). (You and PAMP each, a “Party” and collectively, the “Parties”).
 

  1. DEFINITIONS
    1. Definitions. Capitalized terms in this Agreement will have the following meanings:
      • “Agreement” means this Software License Agreement between us and you;
        “Licensed Software” means certain proprietary software products being provided to you under this Agreement, as well as related documentation and computer readable media;
        “Sublicensed Software” means certain third party owned or licensed software and components being provided under this Agreement, embodying or that that are required to properly enable or operate the Licensed Software;
        “VERISCAN™ System” means the Licensed Software, certain additional equipment, parts and consumables that together constitute our confidential and propriety or licensed technology that when utilized properly are designed to provide a surface scan of our products, and other products that we may authorize.

      Other capitalized terms have the meanings defined in the Customer Agreement.

  2. SOFTWARE LICENSE, RIGHTS & RESTRICTIONS
    1. Software License and Rights; Reservation of Rights. Subject to the provisions contained in this Agreement, and provided and for so long as You are in strict compliance with the terms and conditions of this Agreement and the Customer Agreement, we hereby grant to You a limited, revocable, non-exclusive, non-transferrable and non-assignable License to use the Licensed Software solely in order to perform scans of our products, and other products that we may from time to time authorize to be scanned. No title to the Licensed Software is sold or transferred hereby and Your rights hereunder are strictly limited as set forth herein. Without limiting the foregoing, we hereby reserve any and all rights not expressly and explicitly granted in this Agreement including, without limitation, our right to license the Licensed Software to one or more third persons and entities in our sole and absolute discretion.
    2. Restrictions. Without limiting the generality of the foregoing, you will use the Licensed Software only for purposes set forth herein, and, further, You expressly agree that You DO NOT have rights to do any of the following:

       

      • (a) own any right, title or interest, or transfer any right title or interest in or to the Licensed Software to another person or entity;
        (b) sell, license, publish, display, distribute, or sublicense or otherwise transfer or provide any copy, in whole or in part, or any right, title or interest in relation to the Licensed Software, to any third person or entity;
        (c) use or permit others the use of, the Licensed Software or the VERISCAN™ System in any manner not expressly authorized by us in writing in advance;
        (d) pledge, hypothecate, alienate or otherwise encumber the Licensed Software to any third person or entity;
        (e) modify, alter, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Licensed Software; or
        (f) make any statement, representation, warranty, guarantee or claim, whether written, oral or digital, to any person or entity, either directly or indirectly, about, involving or in any way related to the Licensed Software or VERISCAN™ System, including without limit, as to its capabilities or the results that may be obtained by its usage, other than as we may expressly authorize in writing in advance.

      You shall also (a) fully comply with the instructions received from us or our authorized distributor for the use of the Licensed Software and the VERISCAN™ System, and (b) take all security precautions to avoid unauthorized use of the Licensed Software and the VERISCAN™ System.

    3. Representations. By accepting this Agreement and/or using the Licensed Software, You represent and warrant, on acceptance of this Agreement and for so long as you shall use the Licensed Software that all information provided by you to us in connection with the Customer Agreement and during the licensing process is true and accurate. You further represent and warrant that you have been duly authorized to enter into this Agreement for and on behalf of any person or entity specified in connection with the Customer Agreement or during the initial registration process for the Licensed Software. Should any of these representations or warranties prove untrue at any time, we may, in our sole and absolute discretion, immediately discontinue your access to and disable your use of the Licensed Software without notice and without recourse by You.
    4. Enforcement of Restrictions. We will have the right to inspect and enforce the restrictions and covenants contained in this Agreement, and you hereby agree to cooperation with such inspection and enforcement, and to promptly notify us of any known violations of such restrictions and covenants.
    5. Our Obligations. Upon execution of this Agreement and payment of the agreed upon license fee, we will:
      • (a) permit you to download or access a copy of the current version of the Licensed Software for your use in accordance with this Agreement;
        (b) provide you with ongoing updates to the Licensed Software as we may consider needed in our sole and absolute discretion. In each such case, we will automatically provide and install or provide access to such updates; and
        (c) permit you to use the service to the extent agreed upon at the time of your payment of the license fee
  3. COPYRIGHT AND MARKS
    1. Copyright. The Licensed Software, including any documentation, printed material, media, packaging and illustrations (collectively, “Documentation”), is copyrighted and constitutes our valuable owned or licensed property. You agree that all physical and electronic manifestations of the Licensed Software will display our copyright notice in a conspicuous manner. The Licensed Software is protected under copyright laws and international treaty provisions. You will have a right to copy the Documentation, provided copyright notices and acknowledgement of trade-marks are included, pursuant to the covenants herein as well as our express prior written authorization to do so. You will include the following notices in legible and prominent locations (subject to our prior review and approval) on any printed, electronic, online or packaged version of the Licensed Software, in any form whatsoever:
      • “Copyright © 2014 PAMP S.A. All rights reserved.” and “VERISCAN is a trademark of PAMP S.A.”
    2. Trademarks. Certain logos, product names and trade-marks owned by us (collectively, “Trademarks”) may be contained within the Documentation and physical and electronic manifestations of the Licensed Software, or which We otherwise may make available to You. We hereby grant to you a limited, revocable, non-exclusive, non-transferrable and non-assignable license to use the Trademarks solely in connection with scans of our products, and of other products that we may authorize to be scanned. As a material condition of this license grant, You undertake: (a) to use the Trademarks relating to the VERISCAN™ System in accordance with VERISCAN™ brand standards and guidance in effect from time to time; (b) to promptly notify us and our authorized distributor of any actual or suspected third party infringement or misuse of any copyright, patent and/or trademarks involving or in any way relating to the VERISCAN™ System that comes to Your knowledge; (c) at our request or the request of our authorized distributor, to give Your full cooperation to us and our authorized distributor in respect of any claim, action, suit or proceeding (collectively, “Claim”) that We or our authorized distributor might bring in respect of any such infringement or misuse; (d) to promptly notify us and our authorized distributor of the assertion or commencement of any third party Claim disputing the validity of any copyright, patent or trademark relating to the VERISCAN™ System; and (e) to refrain from disputing in any way the validity of any copyright, patent or trademark relating to the VERISCAN™ system.
  4. TITLE; OTHER REQUIRED EQUIPMENT
    1. Title. You acknowledge that the Licensed Software, including any corrections, bug fixes, enhancements, updates or other modifications to the Licensed Software, together with any Documentation provided under this Agreement, whether made by us or any third party, are owned or licensed by us. You agree to protect the Licensed Software and VERISCAN™ System from unauthorized use, reproduction, distribution or publication in electronic or physical form.
    2. Other Required Equipment. Without limiting anything else in this Agreement, You understand, acknowledge and agree that in order to utilize the Licensed Software, You need to obtain and use certain additional equipment, parts and consumables (collectively, “Equipment”). We do not represent or warrant that the Licensed Software or Equipment is compatible with your hardware, software or other Equipment that you may have or purchase or acquire. You are responsible for obtaining, connecting, integrating, maintaining and updating all scanners; telephone, computer hardware, Internet access services; and other Equipment or services needed to access and use the Licensed Software, and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of our Licensed Software. Any Equipment that may be purchased, transferred, provided or otherwise made available to you by us or our affiliates is subject to the same exclusions, disclaimers and limitation of liability and remedies set forth in this Agreement with respect to the Licensed Software.
  5. WARRANTY AND INDEMNITY
    1. Warranty. We warrant that we have the right to grant you a license to the Licensed Software under the terms and conditions of this Agreement. We do not warrant, guarantee or accept any condition or make any representation or warranty of non-infringement, that the Licensed Software will meet your requirements or that the use of the Licensed Software will be uninterrupted or error-free. No Documentation other verbal or written statements, information or data provided by us, either directly or indirectly, will create or continue a warranty or in any way create or increase our liability, and You will not rely on such information.
    2. DISCLAIMER. THERE ARE NO WARRANTIES FOR SERVICES OR PRODUCTS. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES, OR ACCEPT ANY CONDITIONS EXCEPT THOSE EXPRESSLY STATED IN SECTIONS 5.1 ABOVE. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES AND JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS. THEREFORE, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THE LICENSED SOFTWARE, AND ALL DOCUMENTATION AND OTHER INFORMATION ARE PROVIDED “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”. WE DO NOT AND CANNOT REPRESENT OR WARRANT THE PERFORMANCE OR RESULT YOU MAY OBTAIN BY USING THE LICENSED SOFTWARE.

      WITHOUT LIMITING THE FOREGOING, WE DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE LICENSED SOFTWARE AND PRODUCTS ASSOCIATED WITH OUR LICENSED SOFTWARE, OR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, NONINFRINGEMENT, OR TITLE, OF THE LICENSED SOFTWARE AND PRODUCTS ASSOCIATED WITH OUR LICENSED SOFTWARE. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE LICENSED SOFTWARE AND PRODUCTS ASSOCIATED WITH OUR LICENCED SOFTWARE. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE LICENSED SOFTWARE IS FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION INCLUDING, WITHOUT LIMITATION, FINANCIAL INFORMATION AND DATA.

      Without limiting the forgoing, the Licensed Software is subject at any time and from time to time to human, mechanical or other errors, oversights, mistakes, limitations, delays, service interruptions, (i) including, without limitation, as may be due in whole or in part to, related to or arising out of our computer hardware and software, telecommunication and operating systems, databases, or business processes and procedures, (ii) as well as other problems inherent in, or which may be associated with, the use of the internet and electronic communications including, without limitation, force majeure events (See Section 11.4) as well as government, regulatory and acts and omissions of third persons or entities affecting or impacting the Licensed Software or such communications. You acknowledge and agree that we are not responsible or liable for delays, failures, or other Loss caused by or resulting from such problems, in whole or in part.

      Without limiting the foregoing, You specifically understand, acknowledge and agree that the VERISCAN™ System utilizing the Licensed Software provides a surface scan that has inherent limitations and does not guarantee authenticity, correct, accurate or consistent results or that our products, or any other products, have not been tampered with. For example only, the VERISCAN™ System utilizing the Licensed Software on its own, even when properly used, is not guaranteed to detect if the product were hollowed out and the metal inside replaced with a lesser valued material.
  6. LIMITATION OF LIABILITY AND REMEDIES
    1. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU OR ANY OTHER PERSONS OR ENTITY, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE REGARDLESS OF WHETHER YOU HAVE ADVISED US OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS WILL BE LIMITED TO ONE HUNDERD ($100.00) U.S. DOLLARS. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).

      NEITHER YOU NOR WE MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY.
    2. Your Indemnification of Us. You shall defend, indemnify and hold harmless us and our affiliates, and their respective officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all loss, cost and expenses including, but not limited to, attorneys' fees and expenses, arising out of, or relating or in any way attributable to: (i) any breach or violation of this Agreement by You or someone using Your computer or account; (ii) Your failure to provide accurate, complete and current personally identifiable information requested or required by us; (iii) Your access or use of the Licenced Software; (iv) access or use of the Licensed Software under any password that may be issued to you or the use of the Licensed Software by someone using your account; (v) Your transmissions, submissions and/or (vi) any loss, cost or expense or personal injury or property damage to the extent caused by Your acts or omissions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event You will fully cooperate with us in asserting any available defense. You acknowledge and agree to pay our reasonable attorneys’ fees and expenses incurred in connection with any and all Claims brought against you by us under these terms and conditions and any other terms and conditions of service on this website, including, without limitation, lawsuits arising from Your failure to indemnify us pursuant to these terms and conditions.
  7. SUCCESSORS AND ASSIGNS
    1. Successors and Assigns. You may not assign your rights and duties under this Agreement to any person or entity at any time. Any attempt to do so shall be void and of no force and effect. This Agreement will enure to the benefit of and will be binding on us and our respective successors and permitted assigns. In the event of corporate merger, amalgamation, divestiture or asset sale, we will have the right to transfer and assign our rights and obligations hereunder to any third party (the “Assignee”), upon written notice to You, provided that we cause the Assignee to agree in writing to all the terms contained in this Agreement.
  8. UPGRADES
    1. Upgrades; Support; Defects. Other than our obligation under Section 2.4(b), we shall have no obligations whatsoever to provide updates or support services, or to provide upgrades, enhancements or remedies for errors, defects or deficiencies.
  9. CONFIDENTIALITY
    1. Confidentiality. You acknowledge that the existence of this Agreement, the terms and conditions hereof, the transactions contemplated hereby and other information, including, without limitation, customer, technical and financial information that they have received or will receive in connection with this Agreement, is considered private and confidential (the “Confidential Information”). You will use reasonable diligence and in no event less than the degree of care which we use in respect to our own confidential and proprietary information of like nature, to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude:
      • (a) information that is already in the public domain;
        (b) information already known to the receiving party, as of the date of the disclosure, unless the receiving party agreed to keep such information in confidence at the time of its original receipt;
        (c) information hereafter obtained by the receiving party, from a source not otherwise under an obligation of confidentiality with the disclosing party;
        (d) information that the receiving party is obligated to produce under order of a court of competent jurisdiction, provided that the receiving party promptly notifies the disclosing party of such an event so that the disclosing party may seek an appropriate protective order
  10. TERM AND TERMINATION
    1. Term. The term of this Agreement will commence on the date of your agreement to these terms and shall continue for the same term as the Customer Agreement.
    2. Termination. Notwithstanding Section 10.1, you agree that each of the terms and conditions of this Agreement and the Customer Agreement are material and that Your failure to comply with these terms and conditions shall constitute sufficient cause for us to terminate this Agreement immediately. You may terminate this Agreement at any time by discontinuing Your use of the Licensed Software.
    3. Termination Without Cause. Notwithstanding Section 10.1, we have the right to terminate this Agreement at any time with or without cause and without notice. If our termination is without cause, we shall repay to you a pro rata portion of any scan subscriptions you paid to us for the period of the term of this Agreement subsequent to termination. Free scans granted are not reimbursable under any circumstances.
  11. GENERAL
    1. Captions; Drafter. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it. This Agreement shall not be construed against us on the basis that we are the drafter of this Agreement.
    2. Entire Agreement; Waiver. This Agreement represents the entire agreement between you and us regarding the Licensed Software. This Agreement governs your use of the Licensed Software and supersedes all other previous agreements, understanding and/or representations regarding the same. Any waiver, either expressed or implied, by either Party of any default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.
    3. Equitable Relief. You agree that any breach of this Agreement by You would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, we will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement.
    4. Force Majeure. Notwithstanding anything herein to the contrary, we shall not be liable to You for any delay or failure in the performance of our obligations hereunder if and to the extent such delay or failure is caused, directly or indirectly, by fire, flood, explosion, war, terrorism, earthquake, elements of nature or acts of God of the public enemy; riots, civil disorder, rebellions or revolutions in any country; embargoes; strikes, lockouts or labor difficulties; any failure in electrical or other mechanical equipment; unavailability of Equipment; civil or military authority; inability to secure materials or transportation facilities; acts or omissions of carriers or suppliers; inability to obtain any relevant data, access links or other communications facilities; any government requirements; or any acts or failures to act of any governmental authority; or any other cause, whether or not similar to the foregoing, beyond our reasonable control.
    5. Relationship of the Parties. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither we nor you will have any power or authority to act in the name or on behalf of the other Party, or to bind the other Party to any legal agreement or as to any other matter.
    6. Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, this Agreement will be deemed to have effect as if such provision were severed from this Agreement and the remaining provisions of this Agreement shall not in any way be affected thereby and shall nevertheless be binding between the Parties. Any such illegal, invalid or unenforceable provision hereof shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law.
    7. Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.
    8. Exclusive Dispute Resolution and Governing Law: Consent to Jurisdiction. You irrevocably agree that the courts of the canton of Geneva Switzerland shall have exclusive jurisdiction to resolve any dispute or claim of whatever nature arising out of or relating to this Agreement, and that the laws of Switzerland shall govern such dispute or claim. You consent to the personal jurisdiction of such courts and waive any objection to such personal jurisdiction based on inconvenient forum or any other basis. However, we retain the right to bring legal proceedings in any jurisdiction where we determine that a breach of these Agreements is taking place or originating. You are responsible for compliance with any laws of the country from which you access the Licensed Software.
    9. Amendments of this Agreement; Survival. Notwithstanding anything in this Agreement to the contrary, we reserve the right to update, amend and/or change this Agreement at any time and from time to time in our sole discretion and without notice. updates and amendments to this Agreement will take effect immediately upon us posting on our website the updates and amendments to this Agreement. You are encouraged to revisit our website from time to time in order to review any updates or amendments to this Agreement that have been made. The date on which this Agreement was last updated will be noted immediately above this Agreement. Your continued access and use of the Licensed Software following the posting of any such changes shall automatically be deemed your acceptance of all changes.

All covenants, agreements, representations and warranties made by you in this Agreement, as this Agreement may be amended by us, from time to time, shall survive Your acceptance of this Agreement and the termination of this Agreement.

If you have questions, comments, concerns or feedback regarding this Agreement or the Licensed Software, please contact us at info.mypamp@pamp.com.