PriceSailor Terms of Service

These Terms of Service were last updated on 11 February 2023.

THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND PANGA AND GOVERN THE USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU AND YOUR AGENTS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE, BETA TESTING, FREE TRIAL, OR ANY OTHER USE OF THE SERVICE.

By accepting these Terms, or by accessing or using the Service and/or Site, or authorizing or permitting any Agent to access or use the Service, You represent that You have read, understood, and agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Panga that You have the authority to bind such Entity and its Affiliates to these Terms and all applicable laws, in which case the terms “Subscriber,” “You,” “Your” or related capitalized terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.

1. DEFINITIONS

When used in these Terms with the initial letter capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:

Account: means any accounts created by or on behalf of Subscriber or its Agents within the Service.

Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person or Entity, whether through the ownership of voting securities, by contract, or otherwise.

Agent: means an individual authorized to use the Service through Your Account as an agent and/or administrator as identified through a unique login.

Agreement: means any of Our generated service invoices, statements of work, contracts, or agreements executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the Service Plan applicable to Your subscription to the Service.

API: means the application programming interfaces developed and enabled by Panga that permits You to access certain data provided by the Service.

Beta Program: means a testing program of new features and/or any other beta that Panga may offer from time to time. The duration and fees related to a Beta Program are at Panga’s discretion.

Confidential Information: means all information (in written, graphic, oral or other tangible or intangible form) disclosed by a Party which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to security policies and procedures, any scientific or technical information, invention, design, device, process, compilation of information, record, specification, procedure, formula, improvement, technology, code, software code, hardware or method, any concepts, reports, data, know how, works in progress, product developments, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, financial information, customer information, and trade secrets shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; (c) was or is independently developed the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is required to be disclosed pursuant to a valid court order, so long as it is disclosed under seal.

Data Protection Law: means all legislation and regulations relating to the protection of personal data, including (without limitation), the Data Protection Acts 1988-2018, as amended, revised, modified or replaced from time to time; the General Data Protection Regulation (Regulation (EU) 2016/679); and all other statutory instruments, industry guidelines (whether statutory or non-statutory) or codes of practice or guidance issued by a relevant Data Protection Commissioner relating to the processing of personal data or privacy or any amendments and re-enactments thereof.

Party: means any party to these Terms, including You, Your Agents, and/or Panga.

Personal Data: means personal data as defined under the applicable Data Protection Law.

Panga: means Lapik d.o.o, a Slovenian company with the registered company number 6615864000, its subsidiaries, Affiliates, or any of its successors or assignees.

PriceSailor: means any platform or software service provided to You by Panga which You sign up to online through the self-service sign up functionality on the Site. 

Process: means any operation or set of operations performed upon Personal Data, whether or not by automatic means, as defined in the applicable Data Protection Law. “Processes” and “Processing” shall be construed accordingly.

Provided Data: means the data provided by Panga to You from a specific website, webpage, served through HTTP/S protocols, or subsection thereof under the applicable Panga Data Agreement.

Service or Services: means any service provided to You by Panga, as applicable, that You have purchased or to which You have subscribed, whether made available to You on a trial, beta, free, or paid basis. Services include but are not limited to PriceSailor and any other Data or Software offerings provided to You by Panga.

Service Data: means all data extracted from any website by You or Your Agents through a Panga Service, including data received through web scraping or crawling, software or platform services, API, or other mechanisms through the Service. 

Service Plan(s): means the service plan(s), functionality, and services associated therewith for the Service, as applicable, to which You subscribe.

Site: means https://pricesailor.com, as well as any of its subdomains.

Software: means software provided to You by Panga (either by download or access through the internet) that allows You or Your Agents to use any function in connection with the applicable Service.

Subscription Term: means the period during which You have agreed to subscribe to the Panga Service.

“We,” “Us” or “Our”: means Panga. 

“You”, “Your” or “Subscriber” means the individual, legal entity, or their Affiliate licensing the Software or using Our Service.

2. GENERAL CONDITIONS

2.1. Ownership of Services and Data Panga owns all rights, title, and intellectual property in the Services. 

2.2. Disclaimer of Warranties All Service Data and/or Provided Data are presented “as-is” and Panga disclaims all warranties to the content, data, links, and information presented in the Service Data and/or Provided Data, including any warranties of merchantability, non-infringement, specifically non-infringement of copyright or other intellectual property rights, and fitness for a particular purpose. The Services do not provide any copyright or permissions to You with regard to use of the Service Data and/or Provided Data and it is your sole responsibility to determine the lawful use of the Service Data and/or Provided Data received through any Services.

2.3. Legal Use It is up to You to determine the legality of the way you use our Services, Service Data, and/or Provided Data. Panga will never knowingly build or host any data extraction or data import agent that is obviously illegal. You warrant that You will utilize the Services legally and ethically in accordance with applicable laws. Panga reserves the right to refuse service to anyone wishing to use the Services in an illegal or unethical manner. Panga may immediately suspend Your use of the Services if it is contacted by Your targeted data extraction source, website, or repository and asked to cease any and all extraction activity. 

2.4. Third Party Sites This Site or the Services may link to other websites operated by third parties. We have no control over these linked sites, each of which have separate privacy and data collection practices independent of Panga. We are not responsible for and do not endorse or accept any responsibility for the availability, content, products, services or use of any third-party site, any website accessed from a third party site or any changes or updates to such sites. You acknowledge that you bear all risks associated with access to and use of content provided on a third-party site and agree that we are not responsible for any loss or damage you may incur from dealing with such a third party site.

2.5. Confidential Information Subject to the express permissions within these Terms, each Party will protect each other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each Party may use each other’s Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and shall disclose such Confidential Information (a) solely to those of their respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.

2.6. Permissions By using Panga’s Services, You give us permission to use Your company’s name and/or logo on our website and other marketing materials identifying you as one of our customers. No endorsement or affiliation is implied and your trademarks and copyrights remain your property.

2.7. Beta Program By enrolling in a Beta Program, You agree to participate in product testing. After a Beta Program has ended, You agree to provide feedback about your experience with the Beta Program.

3. SOFTWARE TERMS

3.1. License Panga grants You a limited, revocable, non-exclusive, non-transferable, and non-assignable license to access the Services in accordance with Your Service Plan and to make use of the Service Data for internal intelligence gathering and business purposes and in accordance with applicable laws. The Software Services are licensed, not sold, and Panga retains and reserves all rights not expressly granted in these Terms. You expressly acknowledge that Panga retains all worldwide rights, title, and interest in and to the Software Services, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of any jurisdiction. You agree not to do anything inconsistent with such ownership, including without limitation, challenging the validity of the licenses granted herein.

3.2. Service Access During the Subscription Term and subject to compliance by You and Your Agents with these Terms, You have the limited right to access and use a Service consistent with the Service Plan(s) that You subscribe to. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach security or authentication measures used on the Site, or any network connected to the Site within prior written consent from Us.

3.3. Third Party Data All third-party Service Data is the property of the respective third parties. You agree and covenant to obtain all rights from owners of such third-party Service Data necessary for You to copy, store, link, or display such data. You should only use the third-party Service Data for the purpose that it was intended. If you externally link to or display third party Service Data, you are required to comply with all policies, laws, rules, and regulations applicable to such data.

3.4. Third Party Permissions Panga does not provide You with any rights, license, copyright, or permissions regarding the Service Data accessed through the Services, which may be subject to copyright or other intellectual property protection by third parties. Panga shall not be held liable for any claims by third parties arising from Your use of the Service Data presented through the Services, nor shall Panga be liable for any alleged copyright/intellectual property infringement arising from Your use of the Service Data.

3.5. Prohibited Uses In addition to complying with the other terms, conditions and restrictions set forth in these Terms, You agree not to:

• 3.5.1. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorized Agents in furtherance of Your internal business purposes as expressly permitted by these Terms;
• 3.5.2.use the Service to process data on behalf of any third party, unless the third party is also subject to these Terms;
• 3.5.3. modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks;
• 3.5.4. link, upload, post, email, transmit or otherwise make available any Service Data or other content that You do not have a right to make available under any law, or under any contractual or fiduciary relationships;
• 3.5.5. use the Service to access, connect to or retrieve data from any third-party system, service or sites where You explicitly agree to terms of service prohibiting Your manner of access to, connection to or retrieval and/or use of data from the system, service or site;
• 3.5.6. use the Service in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
• 3.5.7. use the Service in a manner that materially interferes with a website’s normal operations;
• 3.5.8. attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service;
• 3.5.9. use the Service to knowingly post, transmit, upload, link to, send, or store any viruses, malware, worm, back door, trap door, Trojan horses, time bombs, or any other similar harmful software or other limiting routine (“Malicious Software”); 
• 3.5.10. create fraudulent accounts;
• 3.5.11. generate fraudulent impressions of or fraudulent clicks on your ad(s) or third-party ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents or other automated query tools and/or computer-generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; 
• 3.5.12. attempt to use the Service to scrape any data from LinkedIn’s website;
• 3.5.13. use the Service and/or Service Data to knowingly post, transmit, upload, link to, send, or store any content that is unlawful, hateful, violent, abusive, libelous, obscene, discriminatory, or otherwise inappropriate content, unless it is for law enforcement purposes that have been approved in writing by Panga;
• 3.5.14. use the Service and/or Service Data in any fraudulent or unlawful manner or in violation of this Terms;
• 3.5.15.use the Service to collect personal data in violation of the applicable Data Protection Law; 
• 3.5.16. use the Service to collect data that could be classified as material non-public information in violation of the applicable securities regulation laws, if You are using the Service to make investment decisions;
• 3.5.17. use the Service and/or Service Data to link, upload, post, publish, store, transmit or otherwise make available files, materials, data, text, audio, video, images or other content that infringes on any person’s or entity’s intellectual property rights; 
• 3.5.18. use the Service and/or Service Data to extract data that is illegal in any state or country where you reside or engage in commercial activity;
• 3.5.19. falsely imply any sponsorship or association with Panga or engage in any action or practice that reflects poorly on Panga or otherwise disparages or devalues Panga’s reputation or goodwill.

Violation of these policies may result in immediate termination of your use of the Services and the Site without notice and may subject you to state and federal penalties and other legal consequences.

3.6. Indemnification by Panga We will indemnify and hold You harmless from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service itself infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret (an “IP Claim”). This indemnification provision is limited to IP Claims relating to the Service itself and does not indemnify You in relation to Service Data and/or Your use of any Service Data obtained by You through the Service. We shall, at Our expense, defend such covered IP Claims and pay damages finally awarded against You in connection therewith, provided that (a) You promptly notify Panga of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Panga in connection with such defense therewith.

The provisions of this Section state the sole, exclusive and entire liability of Panga to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You or Your Agents.

3.7. Indemnification by You You will indemnify and hold Panga and its agents, affiliates, subsidiaries, directors, officers, employees, contractors, and applicable third parties harmless against any claims, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities (“Claims”) incurred by Panga arising from any third party claim against Panga from or related to (a) use of the Service by You or Your Agents in breach of these Terms, (b) Your internal and/or external use of the Service Data, (c) Your extraction of any third party data, (d) Your use of third party data retrieved through the Service, (e) any negligence or willful misconduct by You; (f) Your extraction, storage, and/or usage of any Personal Data obtained through the Services, (g) Panga and/or Your collection, processing, transfer and/or use of Personal Data arising from Your use of the Services, or (h) matters which You have expressly agreed to be responsible pursuant to these Terms.

3.8. Agents You are responsible for compliance with the provisions of these Terms by Your Agents and for any and all activities that occur under Your Account. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service to store, access, and/or transmit data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with third parties. You agree and acknowledge that each Agent will be identified by a unique username and password (“Login”) and that an Agent Login may only be used by one (1) individual. You represent that all information You provide when creating Your Account(s) and Login(s) is true and accurate. You will not share an Agent Login among multiple individuals. The foregoing shall not be deemed to limit Your use of the features of the Service. You and Your Agents are responsible for maintaining the confidentiality of all Login information for Your Account. Your Login information should not be shared with third parties. We are not liable for any loss due to unauthorized use of Your Login information.

3.9. User Activity You agree that Panga will not be held responsible for legal liabilities incurred through Your use or misuse of Service Data. You are responsible for all activity occurring under your Account and/or Login (collectively, “User Account(s)”). You shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Services, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify Panga immediately of any unauthorized use of Your User Account(s) or any other known or suspected breach of security; (ii) report to Panga immediately and use best efforts to stop immediately any copying or distribution of Service Data or other content or infringement of Panga technology that is known or suspected by You or Your Agents; and (iii) not impersonate another Panga user or provide false identity information to gain access to or use the Services.

3.10. Network Connections You are responsible for procuring and maintaining the network connections that connect Your network to the Service. We are not responsible for notifying You or Your Agents of any upgrades, fixes, or enhancements to any software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Panga. We assume no responsibility for the reliability or performance of any connections as described in this Section.

3.11. Suspension In addition to Our rights as set forth below, We reserve the right, in Our reasonable discretion, to temporarily or permanently suspend Your access to and use of a Service: (a) during planned downtime for upgrades and maintenance to the Service (of which We will use commercially reasonable efforts to notify You in advance both through Our Site and a notice to Your Account owner and Agents) (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God or natural disaster, government action or acts of terrorism, civil unrest, war or military operations, power failures, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; (c) if We suspect or detect any Malicious Software connected to Your Account or misuse of the Service and/or Service Data by You or Your Agents; (d) if We, in Our sole discretion, determine that You have breached the terms of your targeted data source; or (e) if you breach these Terms, fail to make the applicable payments for Your Service, or create multiple accounts to avail of a free trial.

4. PRICESAILOR DATA TERMS

4.1. Data Panga shall deliver Provided Data to You in accordance with Your Agreement(s) with Panga.

4.2. Data Usage The Provided Data presented to You by Panga are for Your internal use only. Panga does not provide You with any copyright or permissions for external use of the Provided Data.

4.3. Prohibited Uses In addition to complying with the other terms, conditions and restrictions set forth below in these Terms, You agree not to:

• 4.3.1. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Provided Data available to any third party, other than authorized Agents in furtherance of Your internal business purposes as expressly permitted by these Terms;
• 4.3.2. link, upload, post, email, transmit or otherwise make available any Provided Data that You do not have a right to make available under any law, or under any contractual or fiduciary relationships;
• 4.3.3. link, upload, post, email, transmit, publish or otherwise make available any Provided Data or other content that infringes on any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• 4.3.4. use the Provided Data in any fraudulent or unlawful manner or in violation of this Terms; or
• 4.3.5. falsely imply any sponsorship or association with Panga or engage in any action or practice that reflects poorly on Panga or otherwise disparages or devalues Panga’s reputation or goodwill.

Panga reserves the right to refuse to perform web scraping, web crawling or any other method of data extraction for any particular website without notice to You.

4.4. Indemnification by Panga We will indemnify and hold You harmless from and against any Claims against You by reason of (a) any gross negligence or willful misconduct by Panga or (b) any material breach of the applicable Agreement. 

4.5.Indemnification by You You will indemnify and hold Panga and its agents, affiliates, subsidiaries, directors, officers, employees, contractors, and applicable third parties harmless against any Claims, incurred by Panga arising from any third party claim against Panga from or related to (a) Your external use of the Provided Data, (b) any negligence or willful misconduct by You; (c) any material breach of these Terms or an associated Agreement, (d) the collection, processing and/or transfer of Personal Data by Panga in accordance with Your instructions and/or as part of the provision of Services to You, (e) Your use of Personal Data obtained through the Service, and/or (f) gross negligence or willful misconduct by You.

5. PERSONAL DATA

5.1. We collect certain information (which may include Personal Data) about You and Your Agents as well as Your and their respective devices, computers, and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy and Data Processing Agreement, the current versions of which are available at https://pricesailor.com/legal/privacy-policy/ and  https://pricesailor.com/legal/dpa/ and incorporated into these Terms by this reference.

5.2. You agree that We and the service providers that We utilize to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display, and disclose Your Personal Data to the extent necessary to provide the Services, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account, Service Data, or Personal Data as is reasonably necessary to provide the Service and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in these Terms and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in Section 5.1, the Privacy Policy, and Our Data Processing Agreement. 

5.3. Panga may also use your email address to send you other messages, including information about the Site, Services, updates, news, events, and special offers. You may opt out of such email by changing your preferences or sending an email to support@pricesailor.com.

5.4. You acknowledge and agree that if any Personal Data is collected, processed and/or transferred by Panga as a part of the Service Data, Provided Data, or otherwise through Your use of the Services, for the purposes of the Data Protection Law and any other applicable data protection law or regulation, You and Panga are joint data processors and You are the sole data controller.

5.5. You are solely responsible for any Personal Data You collect through Your use of the Services, and you shall comply with the Data Protection Law and any and all applicable laws or regulations with regard to the collection and storage of Personal Data and any notification requirements. 

5.6. You warrant and undertake that any collection, processing, transfer and/or use of Personal Data by Panga arising from Your use of the Services is in compliance with the Data Protection Law and/or the relevant applicable data protection laws. You further warrant that any use of the Personal Data provided to You by Panga through the Services or collected by You through the Services is in compliance with the Data Protection Law and/or the relevant applicable data protection laws.

5.7. Panga reserves the right to delete, pseudonymize, or anonymize any Personal Data You collect through Your use of the Services or that is provided to You by Panga at Your request. 

5.8. Panga will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality and integrity of Personal Data. These safeguards include encryption of Personal Data in transmission (using TLS or similar technologies). Our compliance with the provisions of this Section 5.8 shall be deemed compliance with Our obligations to protect Personal Data as set forth in Section 5.1. 

6. INTELLECTUAL PROPERTY

6.1. Intellectual Property Rights Each Party shall maintain all rights, title, and interest in and to all their respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You and Your Agents to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title, and interest in and to the Service and all hardware, Software, APIs, and other components of or used to provide the Service, including all related Intellectual Property Rights, will remain with the Panga and belong exclusively to the Panga. Panga shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Your Agents, or other third parties acting on Your behalf.

6.2. Code Ownership Unless otherwise provided in an Agreement, Panga shall own all rights, title, and interest in any code or other data generated through the Services. Panga may utilize Service Data, Provided Data, code, content, and all other data from the Services for product development and product training purposes.

7. BILLING, PLAN MODIFICATIONS, AND PAYMENTS

7.1. Service Plan The prices, features, and options of the Panga Services depend on the Service Plan You select. Panga does not represent or warrant that a particular Service Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Service Plan with fourteen (14) days prior notice to You. 

7.2. Service Charges Unless otherwise indicated in an Agreement referencing these Terms, all charges associated with Your access to and use of the Service (“Service Charges”) will be billed to You in advance on a one-off, monthly, quarterly, or annual basis, as determined by Your Service Plan, or with respect to any additional Services added to Your Account, at the time such additional Services are purchased, subscribed to, or otherwise deployed.

7.3. Service Invoices Your Service Charges or charges for other services indicated on any Agreement referencing these Terms are payable immediately upon receipt of the invoice. If an invoice is not paid within 10 days of receipt, interest shall accrue on the unpaid amount at the rate of 2% per month until the invoice is paid in full and We may suspend or terminate access to and use of the Service by You and Your Agents.

7.4. The Service Charges in an invoice will be considered accepted by You unless We are notified of a good faith dispute in writing within ten (10) days of the date of the invoice.

7.5. Service Upgrades If You choose to upgrade Your Service Plan during Your Subscription Term (a “Subscription Upgrade”), You can send such a request to Panga. When the request is accepted, any already paid Service Charges associated with Your current Service Plan will be prorated over the remaining period of Your current Subscription Term and the resulting sum will be discounted from the new upgraded Service Plan cost You will be charged for.

7.6. Service Downgrades If You choose to downgrade Your Service Plan during Your Subscription Term (a “Subscription Downgrade”), the Subscription Downgrade will take effect at the beginning of Your next Subscription Term. If You request a Subscription Downgrade in the middle of a Subscription Term, You are not entitled to a prorated refund or credit. Subscription Downgrades are subject to the terms of Your Service Plan and/or the terms within an applicable Agreement. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Services available to You under Your Account, and Panga does not accept any liability for such loss.

7.7. Taxes Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Panga based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

7.8. Credit Card and Electronic Payments If You pay by credit card, Stripe, or certain other payment instruments, the Service provides an interface for the Account owner to input and change credit card information. The Account owner hereby authorizes the credit card issuer to pay the Service Charges and authorizes Panga (or a billing agent acting on Panga’s behalf) to continue automatically charging the Service Charges to Your credit card account in advance on a periodic basis in accordance with the terms of Your Service Plan for periodic Service Charges. You further understand that the Service Charge shall continue to be charged to Your credit card until the Services are properly terminated pursuant to these Terms, or until the balance on Your Account is paid in full, whichever is later. You must provide current, complete, and accurate billing and credit card information to Panga, and You agree to promptly update your Account information with any changes (for example, a change in Your billing address or card expiration) that may occur.

If payment is not received from Your credit card issuer, You agree to pay all amounts due upon demand. You further agree to pay all costs of collection, including but not limited to reasonable attorney’s fees and costs, on any unpaid outstanding balance. In certain instances, the issuer of Your credit card may charge a foreign transaction fee or related charges, which You will be responsible to pay. You are responsible for checking with its bank and/or credit card issuer for details regarding any foreign transaction fees or other bank fees. The Account owner will receive a receipt upon each receipt of payment by Panga. Panga uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Panga.

7.9. Modifications We reserve the right to modify Our Services or Site at any time, with or without notice to You. For example, we may add, remove, suspend, or stop a particular feature or functionality. We also reserve the right to charge a fee for any of our additional features at any time.

8. TERM AND TERMINATION

8.1. Term Your Subscription Term commences on the effective date specified in Your Service Plan or Agreement and continues for the initial subscription period specified therein.

8.2. Termination Subject to the provisions within this section, all Service Plans, Agreements, or other agreements are not terminable by You during the Subscription Term of your agreement with Panga. Unless otherwise stated in an Agreement, either Party may elect to terminate Your Account and subscription to the Service as of the end of Your then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date thirty (30) days preceding the end of such Subscription Term. For PriceSailor users, unless Your Account and subscription to the Service is so terminated, Your subscription to the Service (including any and all additional Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term.

Panga reserves the right to terminate a Service Plan or Agreement within thirty (30) days of the effective date on fourteen (14) days written notice to You. Panga will provide a prorated refund in respect of prepaid Service Charges or other fees.

Either Party may terminate Your Services due to the other Party’s material breach of these Terms, if the breach remains uncured for more than thirty (30) days after receipt of written notice of such breach.

8.3. Refunds and Credits No refunds or credits for Service Charges or other fees or payments will be provided to You if You elect to downgrade or terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. In this case You shall retain access to Your Service subscription and Account until the end of Your then effective Subscription Term. 

Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete any or all Service Data in the normal course of operation. Service Data cannot be recovered once Your Account is canceled.

8.5. Unpaid Service Charges If You terminate Your subscription to the Service prior to the end of Your then effective Subscription Term or We effect such termination or cancellation, in addition to other amounts You may owe Panga, You must immediately pay any then unpaid Service Charges associated with the remainder of such Subscription Term.

8.6. Violation of Terms We reserve the right to modify, suspend or terminate the Service (or any part thereof), Your Account, or Your and/or Agents’ rights to access and use the Services immediately, and remove, disable and discard any Service Data if We believe that You or Your Agents have violated these Terms or any applicable laws and/or engaged in any fraudulent behavior. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Your Agents, or any other third party for any such modification, suspension, or discontinuation of Your rights to access and use of the Service. Any suspected fraudulent, abusive, or illegal activity by You or Your Agents may be referred to law enforcement authorities at Our sole discretion.

9. DISCLAIMER AND WARRANTIES

9.1. By agreeing to these Terms, You understand and acknowledge that We cannot guarantee that Our Service will successfully extract data from your targeted data source(s).

9.2. THE SITE AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES (INCLUDING WARRANTIES TO THE CONTENT, DATA, LINKS, AND INFORMATION GATHERED THROUGH THE SERVICE), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION, SERVICE DATA, OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10. LIMITATION OF LIABILITY

10.1 Damages EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, USAGE AND CONFIGURATION OF THE SERVICES, OR DECISIONS MADE BASED ON THE SERVICES OR SERVICE DATA, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. PANGA SHALL ALSO NOT BE LIABLE FOR CONSEQUENTIAL LOSSES IN RELATION TO ANY OF ITS INDEMNITY OBLIGATIONS.

10.2. Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE SERVICE CHARGES FOR SUCH SERVICE PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS AGREED TO THESE TERMS RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE CHANGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHT TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.

Some jurisdictions do not allow the exclusion and/or limitation of liability in certain circumstances, including but not limited to, exclusion of implied warranties, limitation of liability for incidental or consequential damages, limitation of liability for death or personal injury caused by negligence, or limitation of liability for fraud or fraudulent misrepresentation, which means that some of the above limitations may not apply to You. In these jurisdictions, Panga’s liability will be limited to the greatest extent permitted by law.

11. RELEASE

11.1. In the event that You have a dispute with a targeted data source (i.e. website or web application) in relation to the use (or misuse) of any of the Services, you release Panga and its officers, directors, agents, subsidiaries, joint ventures and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. NO DIRECTOR AND OFFICER LIABILITY

12.1. Any claims or damages that You may have against Panga shall only be enforceable against Panga and not any of its officers, directors, employees, contractors, representatives, or agents.

13. GOVERNING LAW

13.1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. The law governing these terms shall depend on Your location.

13.2. These Terms shall be governed by, construed, and interpreted in accordance with the laws of Slovenia, without regard to principles of conflict of laws, the 1980 United Nations Convention on Contracts for the International Sale of Goods or other international laws. Any dispute, controversy or claim dispute arising out of or relating to these Terms or any breach of these Terms shall be submitted to and decided by binding arbitration in federal or local courts of Slovenia. The results of such arbitration proceedings shall be binding upon the parties and judgment may be entered upon the arbitration award in any court having jurisdiction thereof. The seat of the arbitration shall be in Ljubljana, Slovenia. The language of the arbitration shall be English.

14. MISCELLANEOUS

14.1. Assignment You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without Our prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign Our agreement with You to any member of Panga or in connection with any merger or change of control of Panga or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms.

14.2. Entire Agreement These Terms, together with any Agreement(s), constitute the entire agreement, and supersede any and all prior agreements between You and Panga with regard to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features, functionality, or services We offer as part of or distinct from the Service (the “Additional Terms”). In those instances, We will notify You of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when You or any Agent authorized as an administrator in Your Account activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.

14.3. Amendment and Waiver We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You prior to the effective date of any such amendment and Your continued use of the Service following the effective date of any such amendment may be relied upon by Panga as Your consent to any such amendment. Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.

14.4. Construction The headings and captions of these Terms are inserted only for convenience and identification and are in no way intended to define, limit, or expand the scope and/or intent of these Terms.

14.5. Severability If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

14.6. Survival Sections 1, 2.1, 2.2, 2.4, 2.5, 3.3, 3.43.5, 3.6, 3.7, 3.8, 3.9, 4.2, 4.3, 4.4, 5, 6, and 9-13 together with any other provision of these Terms which expressly or by implication is intended to survive termination, shall survive any termination of our agreement. Termination of such agreement shall not limit a Party’s liability for obligations accrued prior to such termination or for any breach of these Terms.

14.7. Force Majeure Except for payment obligations, neither Party shall have any liability for any failure or delay resulting from a condition that is beyond the reasonable control of such Party, including but not limited to acts of God or natural disaster, government action or acts of terrorism, civil unrest, war or military operations, and power failures (“Force Majeure Event”). The affected Party shall notify the other Party of the extent and nature of the Force Majeure Event within a reasonable time and take all reasonable steps to minimize damages and resume performance.

14.8. Notices All notices to be provided by Panga to You under these Terms may be delivered in writing by electronic mail to the electronic mail address provided for Your Account. You must give notice to Panga in writing by electronic mail to support@pricesailor.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail.

14.9. Relationship of the Parties The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.