Legal

License Agreement

Last Revised: May 11, 2023

Introduction

  1. Introduction

This License Agreement (“Agreement”) is entered into as of the date of acceptance by you (“Licensee”) and Pandahaul , a company headquartered in Illinois, USA (“Licensor”). By accessing, downloading, or using any product, service, or content provided by Licensor (collectively referred to as the “Licensed Materials”), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, you must not use the Licensed Materials.

The Licensed Materials include, but are not limited to:

  • Physical or digital products purchased from Pandahaul.
  • Software, applications, or tools provided by Pandahaul.
  • Any intellectual property, trademarks, logos, or copyrighted content associated with Pandahaul.
  1. Grant of License

2.1 Limited License

Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, and revocable license to use the Licensed Materials solely for personal, non-commercial purposes. This license does not grant ownership of the Licensed Materials.

2.2 Restrictions

Licensee agrees not to:

  • Reproduce, distribute, modify, or create derivative works of the Licensed Materials without explicit written permission from Licensor.
  • Use the Licensed Materials for any illegal, unauthorized, or commercial purpose.
  • Reverse engineer, decompile, or disassemble any software or digital content included in the Licensed Materials.
  • Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Licensed Materials.
  1. Ownership

All rights, title, and interest in and to the Licensed Materials, including all intellectual property rights, remain the sole and exclusive property of Licensor. This Agreement does not transfer any ownership rights to Licensee. Licensee acknowledges that the Licensed Materials are protected by applicable intellectual property laws, including copyright, trademark, and patent laws.

  1. Permitted Uses

Licensee may use the Licensed Materials only in accordance with the following permitted uses:

  • Personal use of physical or digital products purchased from Pandahaul.
  • Installation and use of software or tools provided by Pandahaul, strictly in compliance with the terms of this Agreement.
  • Display or use of branded materials (if applicable) solely for the purpose of identifying products purchased from Pandahaul.

Any use of the Licensed Materials beyond the scope of this Agreement requires prior written consent from Licensor.

  1. Prohibited Uses

Licensee agrees not to engage in any of the following prohibited activities:

  • Unauthorized Sharing : Sharing, sublicensing, or transferring the Licensed Materials to third parties.
  • Commercial Exploitation : Using the Licensed Materials for commercial purposes, including resale, redistribution, or incorporation into other products or services.
  • Infringement : Using the Licensed Materials in a manner that infringes upon Licensor’s intellectual property rights or violates applicable laws.
  • Misrepresentation : Misrepresenting the origin, affiliation, or endorsement of the Licensed Materials.
  1. Termination

6.1 Termination by Licensor

Licensor reserves the right to terminate this Agreement and revoke the license granted herein at any time, with or without cause, and without prior notice. Upon termination:

  • Licensee must immediately cease all use of the Licensed Materials.
  • Licensee must destroy or return all copies of the Licensed Materials in their possession or control.

6.2 Effect of Termination

Termination of this Agreement does not relieve Licensee of any obligations incurred prior to termination, including payment obligations or liability for damages.

  1. Warranty Disclaimer

THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • MERCHANTABILITY.
  • FITNESS FOR A PARTICULAR PURPOSE.
  • NON-INFRINGEMENT.

LICENSOR DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO:

  • LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION.
  • DAMAGE TO HARDWARE, SOFTWARE, OR OTHER PROPERTY.

IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSED MATERIALS.

  1. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Licensee’s use of the Licensed Materials.
  • Licensee’s breach of this Agreement.
  • Any activity related to Licensee’s account or actions taken under Licensee’s credentials.
  1. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, USA , without regard to its conflict of law principles.

10.2 Arbitration Clause

Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA) . The arbitration shall take place in Chicago, Illinois , and the language of the arbitration shall be English.

10.3 Class Action Waiver

Licensee agrees that any arbitration or legal action shall be conducted on an individual basis and not as a class action or representative action. Licensee waives any right to participate in a class action lawsuit or class-wide arbitration.

  1. Modifications

Licensor reserves the right to modify or update this Agreement at any time without prior notice. The latest version of this Agreement will be posted on Licensor’s website (www.pandahaul.com ). Continued use of the Licensed Materials after such modifications constitutes Licensee’s acceptance of the revised Agreement.

  1. Entire Agreement

This Agreement constitutes the entire agreement between Licensor and Licensee regarding the Licensed Materials and supersedes all prior or contemporaneous communications, proposals, or agreements, whether oral or written. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

  1. Contact Information

For questions or concerns regarding this Agreement, please contact us at:
📧 Email : [email protected]
🌐 Website : www.pandahaul.com

 

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