Terms and Conditions AND User Agreement

  

Please read this Terms & Conditions AND User Agreement carefully before clicking on the "I Accept" button.

By using this website (for our products, services and contents, or to browse our content), you are consenting to be bound by these Terms & Conditions of Use and User agreement. Please bear in mind that PANBASE reserves the right to revise these Terms and Conditions and User agreement at any time at its discretion, and by using this Web Site, you agree to be bound by any such revisions when they become effective whether or not you have reviewed them. If you do not agree to these Terms and Conditions of Use, you should not use our Web Site.

 

I. Registration and Licensing to Access website

Registration

PANBASE offers products and services from time to time; some products and Services offered in this website may require payment for registration and User fees, unless explicitly stated otherwise. The registration and User fees posted on the Web Site are subject to change without notice. Existing registered members will continue to enjoy the agreed upon User fees until the end of the respective contract length. The receipt of an e-mail confirmation does not constitute the acceptance of a registration application or a confirmation of an order to sell. PANBASE reserves the right, without prior notification, to refuse registration to any user. PANBASE may require verification of information prior to its acceptance of any application for registration, including credit or debit card information.

User Name, Password and Security

When you register for the Service, you will receive a password and account designation. You are responsible for maintaining the confidentiality of this information, and are fully responsible for all activities that occur under your password or account designation. You agree (a) to immediately notify PANBASE of any unauthorized use of your password or account designation or any other breach of security, and (b) to ensure that you exit from your account at the end of each session. PANBASE shall not be liable for any loss or damage arising from your failure to comply with this.

Site access and single user access grant

Subject to your total compliance with this agreement, you will be granted to a nonexclusive, nontransferable, revocable, limited-period limited-right to access the website and use the products, services and contents for your internal business purposes accepted under this agreement in accordance with the Terms and Conditions and User agreement in force from time to time.

Accuracy of Information

If you choose to register for the Service (or are otherwise requested to provide information on the Web Site), you agree to provide true, accurate, current and complete information about yourself (such information being the "Personal Data") and to maintain and promptly update your Personal Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or PANBASE has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PANBASE has the right to suspend or terminate your account and to refuse any and all current or future use of the Service and/or the Web Site (or any portion thereof). PANBASE shall use and protect your Personal Data in accordance with the terms of our Privacy Policy (which is incorporated into these Terms and Conditions of Use by reference).

 

Web Site Security Rules

Users are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation: (a) accessing data not intended for such user or logging into a server or account which such user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c)  attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding," "mail bombing" or "crashing." Violations of system or network security may result in civil or criminal liability. PANBASE will vigorously pursue all potential violations of these security rules, and will cooperate with law enforcement in prosecuting users who are found to have violated these security rules.

 

II. Ownership, use and Restrictions

Copyright

PANBASE is the owner of all copyrights and to the content on the Web Site, including but without limitation, (i) all materials and documentation pertaining to the Service; (ii) all text, data, graphics, graphs, charts, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on the Web Site; and (iii) the design, selection and arrangement of the Web Site. All rights reserved.

Trademarks

List of the trademarks, Registrations, service marks and trade names owned by PANBASE  are contained in the page Trademark Notice or else where as given in other form from time to time. You may use the marks owned by PANBASE for the sole purpose of identifying the services you wish to use. All other uses of the marks are strictly prohibited without the express written permission of PANBASE.

Permitted Uses 

Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use and display this Web Site and the materials provided hereon for your personal, non-commercial use. Specifically, you are granted permission to view, use products or services, download or print reports solely for your personal, non-commercial use.

When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content or any use of the content for any other purpose.

Ownership of all such content shall at all times remain with PANBASE or its licensors. PANBASE reserves all rights not expressly granted to you.

Permission to use our copyrightable material for purposes not otherwise permitted herein shall be granted on a case-by-case basis. PANBASE welcomes such requests.

You explicitly and irrevocably agree that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of PANBASE. You agree to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to, Services and documentation shall remain solely with PANBASE.

Prohibited Uses

The Web Site may be used only for lawful purposes. PANBASE specifically prohibits any use of the Web Site for the following purposes, and users of the Web Site agree not to use the site for any of the following purposes:

·       Modify, publish, transmit, distribute, display, perform, participate in the transfer or sale of, create derivative works based on, or in any way exploit, any of the copyrighted material contained on this Web Site, in whole or in part, without our prior written consent (except as expressly provided herein); or

·       Sublease, lease, sell, assign, transfer, distribute, rent, permit concurrent use of or grant other rights in the Service and any material and documentation provided on the Web Site to any third party; or

·       Provide use of the Service in a computer service business, network, time sharing, interactive cable television, multiple CPU or multiple or concurrent user arrangement to users who are not individually licensed by PANBASE or otherwise exploit for any commercial purposes any portion of, the use of or access to the Service or the materials or documentation provided on the Web Site.

·       Disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of PANBASE. Licensee agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to, Services and documentation shall remain solely with PANBASE .

Modifications

PANBASE  reserves the right at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, the Service (or any part thereof, including the transmission of any related materials or documentation) with or without notice. PANBASE further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any content or features contained on the Web Site. You agree that PANBASE shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, content or features provided on the Web Site.

 

III. Disclaimer of warranties and limitation of liability

Disclaimer

The service and all other content,  products, data, calculations and information processed by or transmitted by PANBASE  on the web site (collectively, the "PANBASE content") are provided by PANBASE  "as is" and “as available” basis.

All express or implied representations and warranties of any kind with respect to the  products, functionality, service and PANBASE content (whether or not alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing) are hereby disclaimed, including, but not limited to: (i) the accuracy of the results from any use of the service or PANBASE content or information derived from products or services or PANBASE content; (ii) the merchantability of the service and PANBASE content and/or its suitability for a particular purpose (including investment decisions), whether or not PANBASE  knows or has reason to know or has been advised of any such purpose; and (iii) non-infringement of third party intellectual rights in and to the service, the PANBASE content and the trademarks contained on the web site.

PANBASE  also disclaims any express or implied representations or warranties (i) that the site, contents, its servers, or e-mail sent from PANBASE are error-free and/or free from any computer bugs, viruses or disenabling codes; and (ii) that the content works with any hardware or  configuration.

To the extent that any warranties cannot be disclaimed under applicable law, such warranties shall be limited in duration to ten (10) days from the delivery date.

In no event does PANBASE warrant that the products, Service or PANBASE content is error free or that user will be able to use the products, Services and PANBASE content without problems or interruptions.

PANBASE  does not guarantee the security, sequence, timeliness, accuracy, integrity or completeness of the  products, services and PANBASE content, System Back-up and users are advised not to rely exclusively upon the  products, services and their results or reports content.

 

Limitation of Liability

In no event shall PANBASE  have any liability for any direct, indirect, special, punitive, incidental, exemplary or consequential damages (whether in contract, tort or otherwise) incurred in connection with the service or PANBASE products, services or content, including but not limited to lost revenues or profits, lost or damaged data, damage to or interruption of any local area networks, introduction of viruses, worms or other destructive programs or any other commercial or economic losses, any decision made or action taken by any party in reliance upon the products, service or its results or the PANBASE content, any delay, failure, interruption or corruption of any data or other information transmitted in connection with the use of the web site, or any inaccuracies, errors or omissions in connection with the product, service or contents. Any provision herein to the contrary notwithstanding, the maximum aggregate liability of PANBASE  and its agents, representatives and employees in connection with the products, service and PANBASE content, to any person, firm or corporation whatsoever arising out of or in the connection with any user-license, use or other employment of any  products, services delivered to user hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall not exceed the amount of the registration and licensing fee paid by you for the use of the products and services. The foregoing limitations shall apply even if the product, service or contents fail of their essential purpose. PANBASE’s entire aggregate liability and user's exclusive remedy shall be, at PANBASE's option, return of the registration and licensing fee paid; provided PANBASE receives written notice from licensee during the license-period to this effect.

The essential purpose of this provision is to limit the potential liability of PANBASE arising out of this Agreement.

 

Indemnification 

You unconditionally agree to indemnify and hold harmless PANBASE, its directors, partners, officers, employees, website and product developer(s), agents and suppliers, service providers, current or otherwise, from and against any claims, demands, or causes of action whatsoever, or liabilities and settlements including without limitation, all reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these terms and conditions and agreement. including without limitation those arising on account of PANBASE's modification or enhancement of the  products or services or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicenses, if any, its subsidiaries or their officers, employees, agents or representatives.

 

IV. Compliance and Regulation

Expiration, Suspension and Termination 

Upon expiry of the access-license period, your access details such as user ID and password cease to exist, becoming null and void, unless registered for renewal, upon which the entire registration process restarts.

If it is determined that you have violated any element of these Terms and Conditions, PANBASE  shall have the right, in its sole discretion, to suspend or terminate your password, user account (or any part thereof) and access to the products and Services and the Web Site. You agree that any suspension or termination of your access to the Service and the Web Site, and any deletion of your account information, may be effected without prior notice. You further agree that, upon expiration, suspension or termination, you shall immediately destroy any copies made of any portion of the content contained on the Web Site. Finally, you agree that PANBASE shall not be liable to you or any third party for any suspension, termination or expiration of your access to the Service and the Web Site, or for any deletion of your account information. All provisions relating to disclaimer of warranties, limitation of liability and remedies and damages contained in these Terms and Conditions and licensing agreement shall survive termination.

 

Electronic communication / Notices 

When you visit PANBASE’s website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. 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.

All notices, authorizations, and requests in connection with this terms and conditions and licensing Agreement shall be deemed given by communicating via e-mails.

 

Governing law and venue 

This agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the laws of India. The Courts of law at Mumbai shall have exclusive jurisdiction over any disputes arising under this agreement.

 

Assignment 

Neither this agreement nor any right, obligation, or products or services agreed hereunder may be assigned by you without PANBASE’s express prior written consent. Any purported assignment in violation of the foregoing is void. Subject to the foregoing, the provisions of this agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns.

 

Severability

 If any provision of this agreement is declared by a court of competent jurisdiction to be unlawful, void, or unenforceable, then that provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity and enforceability of the remaining provisions.

                 

Impossibility of Performance and Force Majeure 

Noncompliance with this Agreement for reasons of force majeure, such as acts of God; Acts, regulations or laws of any government; war or civil commotion; destruction of production facilities and materials; fire, earthquake or storm; labor disturbances; failure of public utilities or common carrier; or any other causes beyond the reasonable control, shall not constitute material breach of this Agreement, and You agree that PANBASE  shall have no liability whatsoever because of a delay, interruption or failure in access to the website and its contents resulting from any cause beyond its reasonable control.

 

V. MISCELLANEOUS

Suggestions, comments and communications with PANBASE

You, as a registered user or normal visitor, may post reviews, comments and make suggestions for the betterment of PANBASE. You are welcome to provide innovative ideas, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights of otherwise injurious to third parties or objectionable and does not consist of or contain  viruses, political campaigning, commercial solicitation, chain letters, mass mailings." you may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. PANBASE reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

The posted ideas, suggestions, questions, content or submit material, and unless we indicate otherwise, you permit and authorize PANBASE a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You permit and authorize PANBASE the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify PANBASE or its affiliates from all claims whatsoever resulting from content you supply. PANBASE has the right but not the obligation to monitor and edit or remove any activity or content. PANBASE takes no responsibility and assumes no liability for any content posted by you or any third party.

Advertisements / External Sites / Links 

The Web Site may include links to other web sites that are owned or operated by third parties ("External Sites"). PANBASE  does not

have any control over or responsibility for the content, terms of use, practices or policies of the External Sites, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from the External Sites. You further acknowledge and agree that PANBASE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products, services or other materials available on or through any External Sites. You should contact the site administrators and/or webmasters of the External Sites if you have any questions or concerns about these sites.

 

Data Protection

PANBASE may send information and offers of products and services to you from time to time. For further details relating to our policy relating to such offer please refer to our Privacy Policy.

 

Foreign Jurisdictions 

PANBASE makes no representation that the products, services and PANBASE content contained on the Web Site is appropriate or may be downloaded outside of the Indian Territory. Access to the content may not be legal by in certain countries and by certain people in those countries. If you access the Web Site from outside India, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

 

VI. Entire Agreement 

These Terms and Conditions AND User Agreement constitute the entire agreement between you and PANBASE and govern your use of the Service and the Web Site, superseding any prior agreements between you and PANBASE, whether oral or in writing.  All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.

Your use of the Web Site is also subject to the Privacy Policy and the Trademark Notices Policy and other policies in force from time to time. The failure of PANBASE to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any further right hereunder. PANBASE shall have the right to collect from you any expenses incurred including lawyers' fees in enforcing its rights under these Terms and Conditions AND User Agreement.

 

Thank you for your understanding, acceptance and cooperation. We sincerely hope you find this Web Site helpful and convenient to use!

 

ONLINE ADVERTISEMENT AGREEMENT

 By using this website for advertising, the advertiser consents to be bound by the Terms & Conditions of this Online Advertisement Agreement. Please bear in mind that PANBASE reserves the right to revise these Terms and Conditions and Agreement at any time at its discretion, and by using this Web Site for advertisement, the Advertisers agree to be bound by any such revisions when they become effective whether or not advertisers have reviewed them.

 

I. Advertisement

Advertising in Website

Subject to compliance with this agreement and acceptance of the Terms and Conditions in force from time to time, the Advertisers will be granted a nonexclusive, nontransferable, revocable, limited-period limited-space to advertise in this website for their business promotion purposes.  

 

Price and Listing Period

As per mutually agreement and confirmation.

 

Publishing Duration and Rotation

As per mutually agreement and confirmation.

A rotation mode ensures that each advertisement accumulates the same amount of advertisement impressions.

 

Production Services

If the Advertiser requires any creative, production, programming, or other services ("Production Services") from PANBASE , the Advertiser must pay PANBASE additional charges for such services, as notified in writing to the Advertiser by PANBASE at the time (or shortly after) the Advertiser requests the Production Services. PANBASE may charge the Advertiser for these Production Services on a case by case basis.

 

Right to Refuse Unacceptable Advertising:

PANBASE reserves the right to refuse any advertisement, and any that do not completely conform to detail, instruction, method, and guideline set in the Technical Specifications (as notified and subject to change from time to time). PANBASE  reserves the right to refuse any advertisement that does not arrive ten days (or as notified and subject to change from time to time) before the Advertiser would like the advertisement to be produced online.

 

Right to Vary

Period and Placement confirmations are only conditionally valid and may be changed for technical or other reasons.

 

Particularly, PANBASE reserves the right to;

(a) Vary the placement of Advertising within website

(b) Change the format, colour and style of presentation and advertisement contents

(c) Alter the listing period and/or discontinue the advertisement in whole or in part for whatever reason during the currency of the agreement.

 

PANBASE will endeavor, within reasonable means, to notify the Advertiser of, prior to or shortly after, any such changes.

 

In such cases, PANBASE may not be made liable. In any case, PANBASE’s entire aggregate liability and the Advertiser's exclusive remedy shall be return of the advertisement fee paid.

 

Advertiser Undertakings

The Advertiser undertakes and warrants to PANBASE that no Advertisement will

 

(a) Or will be likely to be misleading or deceptive or otherwise in nature and content
(b) Infringe copyright, trade mark or other intellectual or moral property rights of     any person

(c) Contain material that is obscene, offensive, defamatory, or otherwise unsuitable fro publication

(d) Breach or infringe any laws relating to goods, financial services, anti- discrimination, political publication, publication     of court or tribunal materials, or any other legislation, regulation, rule or ordinance, or

(e) Give rise to any liability on PANBASE, cause PANBASE to be in breach of any law by virtue of publishing the Advertisement, or result in a claim being made against PANBASE.  

 

Guarantee of Rights

The Advertiser guarantees that he/she is in the possession of all rights, necessary for the placement of an advertisement. The Advertiser holds PANBASE harmless within the framework of the contract from all claims by third parties which might arise through the violation of any laws. In addition PANBASE is released from the costs of legal defense. The Advertiser is obligated to support the PANBASE in good faith in his defense against third parties by supplying information and documents.

 

The Advertiser will pass all necessary copyrights for the use of the advertisements in all forms of online media, including the internet to PANBASE. This includes the right of use, ancillary copyright and other rights, in particular the right to duplicate, circulate, transmit, broadcast, abstract from a database and call, both with regard to time and content, to a degree necessary for the completion of the contract. The above mentioned rights are always to be given unboundedly and authorise PANBASE to place advertisements using all forms of technical process and all known forms of online media.

 

PANBASE has no obligation to return any material submitted by or on behalf of Advertiser, and shall have no liability for its loss or destruction. PANBASE reserves the right to use any advertising displayed in its online directory for the purpose of promoting any of the products and services offered by PANBASE. Advertiser grants PANBASE a non-exclusive, perpetual, irrevocable and worldwide license to publish any and all advertising content created by PANBASE or its agents, of Materials, Copyrights, Trademarks, And Intellectual Property, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown.

 

Usage Statistics

PANBASE makes no guarantee of any level of traffic at any given time. PANBASE shall not be held liable for any claims as they relate to published or unpublished usage statistics. PANBASE is not required to provide the Advertisers with usage statistics.

 

II. Disclaimer of warranties and limitation of liability

No Guarantee or Warranties

PANBASE does not guarantee that the Advertiser’s products/services/information featured in an Advertisement will be the only /services/information of that type featured in Advertisements on the internet page or place. PANBASE will not be responsible or liable to the Advertiser in any way if the Advertiser’s request cannot be granted, or the products/services/information featured in the Advertiser’s Advertisement is not the only products/services/information of that type featured in Advertisements on any one internet page or place.

 

Online Advertising will be published via internet accessible Advertisement serving software. PANBASE makes no warranties of any kind, whether express or implied of the fitness of this Software for a particular purpose. PANBASE shall not be liable for any loss, damage, or expense incurred in connection with PANBASE’s use of the Software, including without limitation, for any technical malfunction, computer error or loss of data or other injury, damage or disruption of any other kind.

 

Truth in Advertising/ Limitation of Liability/ Indemnification and Insurance

The Advertiser is solely responsible for any legal liability arising out of or relating to the Advertisement, and/or any material to which users can link through the Advertisement.

 

The Advertiser represents and warrants that the Advertisement and Link comply with PANBASE 's advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by PANBASE for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity.

 

The Advertiser agrees to indemnify PANBASE and to hold PANBASE , its directors, employees, agents or  associates harmless from any and all liability, loss, damages, claims, or causes of action, including but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, including reasonable legal fees and expenses that may be incurred, arising out of or related to the Advertiser's breach of any of the foregoing representations and warranties.

 

PANBASE does not warrant that the website or contents is error-free or uninterrupted. There may be delays, omissions, interruptions and inaccuracies in the news, information or other materials available through this website. PANBASE disowns any responsibility whatsoever for the availability or content of other services that may be linked to this website. PANBASE  do not make any warranties, express or implied, including without limitation, those of merchantability and fitness for a particular purpose, with respect to this space usage, service or any information or goods or services that are available or advertised or sold through this website. PANBASE  does not make any representations, nor does endorse the accuracy, completeness, timeliness or reliability of any information, advice, opinion, statement or other material or database displayed, uploaded or distributed in this website or available though links in this website. Although PANBASE intends to take reasonable steps to prevent the introduction of viruses, worms, "Trojan horses" or other destructive materials to this website, PANBASE does not guarantee or warrant that this website, Service, Advertisement or materials that may be downloaded from this website or Service do not contain such destructive features. PANBASE is not liable for any damages or harm attributable to such features. If the advertiser or User relies on this website, Service and any materials available through this website and Service, they do so solely at their own risk.

 

In any case, PANBASE’s entire aggregate liability and Advertiser's exclusive remedy shall be, at PANBASE’s option, return of the advertisement fee paid; provided PANBASE receives written notice from the Advertiser during the listing-period to this effect. The essential purpose of this provision is to limit the potential liability of PANBASE arising out of this Agreement.

 

The Advertiser agrees to request that PANBASE be listed as an additional insured on any policy issued to the Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this agreement. Or the Advertiser agrees to procure and maintain in force during the term of this Agreement, at Advertiser's expense, an advertising liability policy or policies for suitable Insurance Policy Amount, naming PANBASE as an additional insured and loss payee under such policy or policies.

 

III. Compliance and Regulation 

Governing law and venue

This agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the laws of India. The Courts of law at Mumbai shall have exclusive jurisdiction over any disputes arising under this agreement.

 

Assignment

Neither this agreement nor any right, obligation, or any part thereof, (including but not limited to the rights to advertising space) hereunder may be assigned by the Advertiser without PANBASE’s express prior written consent. The Advertiser further agrees not to place Advertisements (whether directly or indirectly) on behalf of third party advertiser(s) (whether as an agent or otherwise).

Any purported assignment in violation of the foregoing is void. Subject to the foregoing, the provisions of this agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns.

 

Severability

If any provision of this agreement is declared by a court of competent jurisdiction to be unlawful, void, or unenforceable, then that provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity and enforceability of the remaining provisions.

                 

Impossibility of Performance and Force Majeure

Noncompliance with this Agreement for reasons of force majeure, such as acts of God; Acts, regulations or laws of any government; war or civil commotion; destruction of production facilities and materials; fire, earthquake or storm; labor disturbances; failure of public utilities or common carrier; or any other causes beyond the reasonable control, shall not constitute material breach of this Agreement, and the Advertiser agrees that PANBASE shall have no liability whatsoever.

 

IV. Miscellaneous

Suggestions, comments and communications with PANBASE

Advertisers may post reviews, comments and make suggestions for the betterment of PANBASE. Advertisers are welcome to provide innovative ideas, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights of otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings. The Advertisers may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. PANBASE reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

 

The posted ideas, suggestions, questions, content or submitted material, and unless PANBASE  indicates otherwise, the Advertiser permits and authorizes PANBASE a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. The Advertiser permits and authorizes PANBASE right to use the name that is submitted in connection with such content, if they choose. The Advertiser represent and warrant that he/she owns or otherwise control all of the rights to the content that is posted; that the content is accurate; that use of the content supplied does not violate this policy and will not cause injury to any person or entity; and that the Advertiser indemnifies PANBASE or its affiliates from all claims whatsoever resulting from content supplied. PANBASE has the right but not the obligation to monitor and edit or remove any activity or content. PANBASE takes no responsibility and assumes no liability for any content posted by the Advertiser or any third party.

 

Independent Contractors

The relationship between the Advertiser and PANBASE  is that of independent contractors and nothing in this Agreement is intended or shall be construed to establish any relationship of agency, partnership, joint venture or employment between the PANBASE  and Advertiser, unless expressly stated otherwise by both the parties. Both PANBASE and the Advertiser (a) expressly disclaim such relationship, (b) agree that they are acting solely as independent contractors hereunder, and (c) agree that they have no fiduciary duty to one another or any other special or implied duties that are not expressly stated herein. Neither Party has any authority to act as agent for, or to incur any obligations on behalf of or in the name of, the other Party or its affiliates.

 

V. Entire Agreement

These Terms and Conditions of ONLINE ADVERTISEMENT AGREEMENT constitute the entire agreement between the Advertiser and PANBASE and govern the use of the Service and the Web Site, superseding any prior agreements between the Advertiser and PANBASE, whether oral or in writing.  All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.

 

The Advertisers’ use of the Web Site is also subject to the Privacy Policy and the Trademark Notices Policy and other policies in force from time to time. The failure of PANBASE to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any further right hereunder. PANBASE shall have the right to collect from the Advertisers any expenses incurred including lawyers' fees in enforcing its rights under ONLINE ADVERTISEMENT AGREEMENT.