SECTION 9 OF THE TERMS CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND PAULI TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
PAULI may modify these Terms at any time and in our sole discretion. If we do so, we will change the “Last Updated” date at the beginning of these Terms. By Continuing to use the Site or Services following the release of updated Terms you consent to the updated Terms. We invite you to check this page regularly for updates to these Terms.
1. Use of the Services. The Software, the Site, the Services, and the information and content available therein (“Pauli Content”) are protected worldwide by copyright laws. Subject to the Terms, Pauli grants you a limited license to reproduce portions of Pauli Content solely as required to use the Services for your personal or internal business purposes. Unless otherwise specified by Pauli in a separate license, your right to use any Pauli Content is subject to these Terms. Pauli is not a bank or financial institution and does not provide investment or financial advice, or consulting services to users of the Services. We are solely the provider of the Services.
1.1. Pauli Software. Use of the Software is governed by these Terms. Pauli delivers the Software via download and Pauli will not provide you with any tangible copy of the Subject to your compliance with the Terms, Pauli grants you a no assignable, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Software on computers you own or control solely for your personal or internal business purposes. Because the Software is locally installed, you are responsible for the security of the device on which it is installed, including ensuring that you keep anti-virus software current and otherwise protect the device on which the Software is installed against malware. Pauli is not responsible for any loss or damages – including loss of funds or lockout from accounts accessed via the Software – resulting from your failure to keep the device on which the Software is installed safe and free of any malware. Pauli cannot recover passwords or unlock account information stored on the Software in any circumstances, including if the Software is compromised by malware on your computer, and it is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Software and the information stored on it.
1.2. Updates. The Software and Services are evolving, and you may be required to accept or install updates to the Software or Services, or update third-party software (i.e., browsers or OS) in order to keep using the Software or Services or access their latest features, including security updates. We may update the Software and Services at any time, without providing notice.
1.3. Certain Restrictions. By accessing the Services, you agree not to:
(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or Pauli Content, or any portion thereof, including on a service bureau or equivalent basis;
(b) frame or enclose any trademark, logo, or other Pauli Content, (including images, text, page layout or form);
(c) use any metatags or other “hidden text” using Pauli’ name or trademarks;
(d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services or Software (except to the extent this restriction is expressly prohibited by applicable law);
(e) use any manual or automated software, devices or other processes (including spiders or other data mining tools) to “scrape” or download data from any web pages in the Site (except that we grant operators of public search engines revocable permission to do so for the sole purpose of creating publicly available searchable indices (but not caches or archives) of such content;
(f) access the Site, Services, or Software in order to build a similar or competitive Site, Services, or Software;
(g) copy, reproduce, distribute, republish, download, display, post or transmit any Pauli Content except as expressly permitted herein; and
(h) remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Pauli Content. Pauli, it’s suppliers and service providers reserve all rights not granted in the Any unauthorized use of the Services terminates the licenses granted by Pauli herein.
1.4. Third Party API Providers
2.1. Generally. Pauli and its suppliers own all right, title and interest in and to the Anchor
content contained within the Software, Site, and Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Pauli Content.
2.2. Trademarks. Pauli Group Inc. and other related graphics, logos, service marks
and trade names used on or in connection with the Services are the trademarks of Pauli and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks, and trade names that may appear on or in the Site or Services are the property of their respective owners.
2.3. User Content. You own your User Content. By posting, displaying, sharing or distributing User Content on or through the Software, Site, or Services, you grant us, and any Third Party API Provider used in connection with the Services, a nonexclusive license to use the User Content solely for the purpose of operating the Services. Except as prohibited by applicable law, we may disclose any information in our possession (including User Content) in connection with your use of the Services, to:
(a) comply with legal process;
(b) enforce these Terms,
(c) respond to your requests for customer service, or
(d) protect the rights, property or personal safety of Pauli, our employees, directors or officers, partners and agents, or members of the public.
2.4. Feedback. You may provide ideas, suggestions, documents, and/or proposals about the Services to Pauli through any means (“Feedback”), and you grant Pauli a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and sublicensable right and license to use Feedback for any legitimate purpose.
3.0. User Conduct. You may not use the Software, Site, or Services for any purpose that is prohibited by the Terms or applicable You will not (and will not permit any third party to) take any action or make available any content on or through the Site, Software, or Services that:
(a) infringes any intellectual property rights of any person or entity;
(b) is unlawful, threatening, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or offensive;
(c) is unauthorized or unsolicited advertising, junk or bulk e-mail;
(d) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes;
(e) impersonates any person or entity, including any employee or representative of Pauli;
(f) interferes with the proper functioning of the Software, Site, or Services;
(g) engages in any potentially harmful acts directed against the Software, Site, or Services, including violating any security features, introducing viruses, worms, or similar harmful code into the Software, Site, or Services; or
(h) attempts to do any of the
4. Investigation. Although Pauli does not generally monitor user activity on the Software, Site or Services, if Pauli becomes aware of any possible violations by you of any provision of the Terms, Pauli may investigate such violations, and at its sole discretion may take any of the actions set forth in Section 8 below.
5. Indemnification. You agree to indemnify and hold Pauli Group Inc. harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:
(a) your use of, or inability to use, the Software, Site, or Services;
(b) your violation of the Terms;
(c) your violation of any rights of another party, including any other users of the Software, Site, or Services; or
(d) your violation of any applicable laws, rules or regulations. Pauli may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Pauli in asserting any available defenses. This provision does not require you to indemnify any Pauli Party for any fraud, gross negligence, or willful misconduct in connection with the Services.
6. Disclaimer of Warranties.
6.1. As Is. THE SOFTWARE, SITE, SERVICES, AND ANY INFORMATION DISPLAYED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND PAULI EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE, SERVICES, SOFTWARE, OR ANY INFORMATION DISPLAYED THEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT, TO THE
EXTENT ALLOWED BY APPLICABLE LAW, ALL RISK OF USE OF THE SITE, SERVICES, AND SOFTWARE RESTS ENTIRELY WITH YOU.
6.2. Beta Releases. FROM TIME TO TIME, PAULI MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES, WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT PAULIS’ SOLE DISCRETION.
Third Party Conduct. PAULI IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PAULI LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON OR ACCESSED VIA THE SOFTWARE, SITE, OR SERVICES, INCLUDING THE USE OF THIRD PARTY API PROVIDERS’S SOFTWARE AND OR SERVICES. THE RISK OF INJURY FROM USE OF SUCH THIRD PARTY SOFTWARE AND SERVICES RESTS ENTIRELY WITH YOU.
7. Limitation of Liability.
7.1. Disclaimer. IN NO EVENT WILL PAULI BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT PAULI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED.
7.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL PAULI BE LIABLE TO YOU FOR DAMAGES ARISING OUT OF THE USE OF OUR SOFTWARE, SITE, OR SERVICES EXCEEDING ONE THOUSAND DOLLARS ($1,000.00).
7.3. Exceptions. The limitations in Sections 7.1 and 7.2 will not apply to damages caused by the fraud, gross negligence, or willful misconduct of Pauli, or to the extent such limitations are precluded by applicable law (in which case Paulis’ liability will be increased to the minimum amount required to comply with such law).
8. Term and Termination.
8.1. Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect for so long as you access or use the Software, Site, or Services, unless terminated earlier in accordance with this Section 8.
8.2. Termination by Pauli. Pauli may, at any time and for any reason, cease providing any or all of the Software, Site, or Services, and/or terminate the Terms. Without limiting the foregoing, we may also terminate your access to any or all of the Pauli content.
8.3. Termination by You. Except as set forth in Section 8.4, these Terms will be of no further force and effect with respect to you if you cease all use of the Services and Software and no longer visit the Site.
8.4. Effect of Termination. Upon termination of any Service, your right to use the Software, Site, and Service will automatically terminate immediately. Pauli will not have any liability whatsoever to you for any suspension or All provisions of the Terms which by their nature should survive termination of Services will do so, including Sections 2, 5, 6, 7, 8.4, 9 and 10.
9. Dispute Resolution. Please read this Section 9 (the “Arbitration Agreement”) It requires you to arbitrate disputes with Pauli and limits the manner in which you can seek relief.
9.1. Applicability of Arbitration. You agree that any dispute or claim relating in any way to your access or use of the Site, Services, or Software, or to any aspect of your relationship with Pauli, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Pauli may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this
IF YOU AGREE TO ARBITRATION WITH PAULI, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST PAULI ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST PAULI IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH A LEGAL PROFESSIONAL IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.
9.2. Arbitration Rules and Forum. The Ontario “Arbitration Act” governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim addressed to our legal department by email to: email@example.com
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Toronto, Canada. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All arbitration pleadings and proceedings will be conducted in English.
The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
9.3. Waiver of Jury Trial. YOU AND PAULI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Pauli are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 9.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
9.4. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATE WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims, and disputes will be resolved in a court as set forth in Section 10.5.
9.5 Severability. If any part of this Arbitration Agreement is found under the law to be invalid or unenforceable, then such part will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and
9.6. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with
9.7. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Pauli makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Pauli.
10. General Provisions.
10.1. Electronic Communications. Communications between you and Pauli use electronic means, whether made via the Site or Services or sent via e-mail, or whether Pauli posts notices on the Site or Services. For contractual purposes, you (1) consent to receive communications from Pauli in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Pauli provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory
10.2. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Paulis’ prior written consent.
10.3. Force Majeure. Pauli will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or
10.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site, Services or Software, please contact us at: firstname.lastname@example.org.
10.5. Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Pauli agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the jurisdiction of the province of Ontario, Canada.
10.6. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF ONTARIO, CONSISTENT WITH THE ONTARIO ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
10.7. Notice. Where Pauli requires that you provide an e-mail address, you are responsible for providing Pauli with your most current e-mail address. In the event that the last e-mail address you provided to Pauli is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Pauli’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Pauli at the following address: email@example.com
10.8 Waver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.9 Severability. If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
10.10. Export Control. You may not use, export, import, or transfer the Services except as authorized by Canadian law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. You will comply with these laws and regulations and will not, without prior Canadian government authorization, export, re-export, or transfer Pauli products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations
10.11. Consumer Complaints. In accordance with Canadian law, you may report complaints to Ontario’s Ministry of Public and Business Service Delivery.
10.12. Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.