Terms of Service
Last updated: June 29, 2020.
These Terms of Service govern your access to and use of the Pastel subscription services, on a paid or free trial basis. By placing an order, clicking to accept these Terms of Service, or using or accessing the Services (as defined below), you are agreeing to these terms. All terms used in these Terms of Service have the meanings set forth below and in Section 17 (Definitions):
- We’ll refer to Pastel Inc. as “we,” “us,” or “Pastel.”
- We’ll refer to you, an entity purchasing the Services for use by individuals you designate, or an individual authorized by the entity to access the Services on its behalf, as “you,” “Customer” (with respect to an entity), or “Authorized User.”
- In this Agreement, the words “include” and “including” will not be construed as terms of limitation.
The Agreement is a legally binding contract between you and Pastel Inc. To access the Pastel Platform, you must be able to enter into a legally binding contract, and represent that you are at least 18 years old or, if a business, duly organized and legally in good standing.
1. TRANSLATIONS AND UPDATES TO THE AGREEMENT
We may translate this Agreement into other languages for your convenience. Nevertheless, the English version governs your relationship with us, and any inconsistencies among the different versions will be resolved in favor of the English version available here. We may also update the Agreement from time to time. If we materially update any portion of the Agreement, we will notify you, at the email address provided in your Account profile, or other reasonable means (for example, by posting a notice on our website) before the date the update becomes effective. We will also post the updated Agreement in its original location marked with the new date. Changes will not be retroactive nor affect your current Subscription Term. Your renewal of your Subscription Term after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.
A. Right to Use the Services
During the Subscription Term, we grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use and access the Services described in the applicable Order Form, pursuant to terms of this Subscription Agreement and the relevant Order Form. Your use of the Services includes the right to access all functionality available in the purchased Services in accordance with the package(s) (and any applicable usage limitations) chosen on the Order Form, as of the effective date of such Order Form. The Services may require installation of Pastel Code on Customer Properties. In these cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Pastel Code on the Customer Properties.
B. Services Account
If you registering an Account as an administrator of the Services on behalf of a business, organization or other legal entity, (a) you represent and warrant that you have the authority to legally bind that entity and to grant us all permissions and licenses provided in this Agreement; (b) the words “you” and “your” used in this Agreement mean the entity registering the Account, in addition to you, an individual Authorized User; (c) you are responsible for administering Customer’s access to the Services by adding and removing Authorized Users at the Company’s direction; and (d) you shall not allow access to or use of the Services by anyone other than Authorized Users.
Authorized Users agree to: (i) not share your Account or transfer any part of it to anyone else; (ii) provide accurate, current and complete information during the registration process and keep your Account up-to-date; and (iii) keep your password secure and confidential. We reserve the right to refuse registration of, or cancel passwords that we deem inappropriate. You agree to notify us immediately of any unauthorized use of your Account and are responsible for anything that happens through your Account prior to closing it or reporting misuse to us. Customer is responsible for Authorized Users’ compliance with this Agreement, including for ensuring that Authorized Users maintain the confidentiality of their passwords and user names.
You consent to our using the email address you provide in your Account to send you Services-related notices, including any notices required by law, in lieu of communication by other means such as postal mail. We may also use your email address to send you other messages, such as changes to Services features, special offers, or Services-related newsletters. If you do not want to receive such email messages, you may unsubscribe as directed in the applicable communication. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
C. Usage Limitations
You may only use the Services on one Customer Property per subscription, unless otherwise specified in your Order Form. The Services may be subject to additional limitations, such as, for example, numerical limits on Visitors or Authorized Users specific to the type of subscription you purchase. We will specify these limitations in the Order Form for the applicable subscription package. If we make modifications to these limits that would negatively impact you, these modifications will not apply to you until the start of your next Subscription Term, if any.
D. Services Updates
Your use of the Services includes the right to access all functionality available in the product to which you subscribed in the Order Form, on the effective date of such Order Form. We may enhance and modify the Pastel Platform and introduce new Services from time to time but will provide you with notice unless such changes are of minor nature with no material effect on our contractual obligations. Except with respect to Trials (as defined in Section 3(C) below), we will not make changes to the Services that materially reduce the functionality you purchased for the applicable Subscription Term. To the extent we make available any new or different features, functionality or enhancements to the Services, we will market these separately and may require the payment of additional fees. Documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term we may update the Documentation to reflect best practice with the relevant Services, provided that these changes do not substantially diminish your rights or create substantial Customer obligations. You agree that we shall not be liable to you or any third party for any modification of the Services in keeping with this section.
E. Third-Party Services and Platforms
By providing Content to the Service, you grant to Pastel and it's Affiliates and applicable customers, a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service and Pastel's (and its successors' and Affiliates' and applicable customers') business, including for the purpose of promoting and redistributing part or all of the Service.
3. FEES AND PAYMENT TERMS
A. Subscription Fees
Unless otherwise provided in your Order Form, all Subscription Fees are payable by credit card or other payment method permitted by us from time to time, and you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term, at the start of the applicable billing period specified in your Order Form (i.e., monthly or annually). You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Except as otherwise specified in the applicable Order Form, Subscription Fees for the Subscription Term are non-refundable, including in the event of a suspension or termination pursuant to Section 12.B. (Termination and Suspension) below. In the event your usage increases over the limitations set forth in your Order Form, we reserve the right to charge or invoice you for the subscription package pertaining for your usage, on a prorated basis and less Subscription Fees you have already paid for the Subscription Term, commencing on the first day of the month of the Subscription Term in which the usage exceeded the applicable limit.
B. Payment Terms
Except as otherwise set forth in the applicable Order Form, you agree to pay any invoiced amounts within thirty (30) calendar days of the invoice date. We reserve the right to charge interest on late payments at the rate of 1.5% per month or 18% per annum, calculated on a monthly basis on the outstanding balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If any payment is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, suspend your access to the Services until such amounts are paid in full. All amounts payable under this Agreement will be made without setoff or counterclaim. Payments are non-refundable and non-creditable and payment obligations non-cancellable. You are responsible for all applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes (“Taxes”) imposed on the transaction or the delivery of Services, except Taxes based on our net income. If you are paying by credit card, you authorize Pastel to charge Subscription Fees or other amounts due automatically to your credit card without invoice.
C. Free Trial Services
We will make Services to which you have subscribed on a free trial basis (a “Trial”) available to you until the earlier of: (a) the end of the then-current Trial period offered by us, (b) the start date of any paid Services you order, or (c) the date on which we elect in our sole discretion to terminate your access to the Trial (the “Trial Term”). You acknowledge and agree that the features and functionality of the Services may be limited during the Trial Term. In addition, any changes made to Customer Data (by you or for you) during the Trial Term may be permanently lost unless you purchase a subscription to the same or upgraded Services to those covered during the Trial Term. We reserve the right to delete Customer Data following the Trial Term to the extent you do not purchase a paid subscription within seven (7) days following the end of the Trial Term. NOTWITHSTANDING ANYTHING TO THE CONTRARY THIS AGREEMENT. WE DO NOT PROVIDE ANY WARRANTY, SUPPORT OR INDEMNIFICATION OF ANY KIND WITH RESPECT TO THE SERVICES DURING THE TRIAL TERM.
4. CUSTOMER DATA
A. License to Customer Data
B. Pastel Data
You agree that we will have the right to monitor use of the Services by all of our customers and use the data gathered in an aggregate and anonymous manner, which we may use for any business purpose during or after the term of this Agreement (including to develop and improve our products and services, to compile statistical and performance information related to the provision and operation of the Services or to support benchmarking or similar features of the Services). You agree that we may use and publish the Pastel Data, provided that such information does not incorporate any Customer Data or identify you, Authorized Users or Visitors, and is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). We retain all intellectual property rights in the Pastel Data.
C. Your Responsibility for Customer Data
By using the Services, including any products or services that facilitate the sharing of Customer Data to or from Third Party Services, you understand that you are solely responsible for Customer Data. As between Pastel and you, you are solely responsible for the accuracy, quality, integrity, and reliability of all Customer Data, and you assume all risks associated with the Customer Data, including anyone’s reliance on its quality, accuracy, or reliability. You represent and warrant that you or your Authorized Users own or have the necessary permissions to use, and authorize the use of, the Customer Data as described herein.
D. Our Right to Remove Customer Data
We have the absolute right to remove or disable access to any Customer Data on the Pastel Platform as needed to (a) operate, secure and improve the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (b) ensure Authorized Users’ compliance with the Agreement (or any Pastel policy), Applicable Law, or an order or requirement of a court, law enforcement or other administrative agency or governmental body; or (c) as otherwise set forth in this Agreement. If we become aware of any Customer Data that allegedly violates this Agreement, we may investigate the allegation and determine in our sole discretion whether to act, but have no liability or responsibility to you to do so. You agree to cooperate with us in good faith, as we may reasonably request, in any investigation we choose to undertake.
5. ACCEPTABLE USE OF THE SERVICES
A. Prohibited Activities
You shall not use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use, including:
- accessing any content available through the Services through any technology or means other than those authorized by us on the Pastel Platform, such as by robot, spider, scraper or other automated means or manual process, for any purpose not authorized in the Agreement;
- interfering with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Pastel Platform, or otherwise causing harm to the Pastel Platform, such as configuring the Services (or any component thereof) to avoid incurring fees;
- attempting to gain unauthorized access to Accounts; removing, circumventing, disabling, damaging or otherwise interfering with security or other preventive features of the Pastel Platform;
- using the Services to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
- taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- exporting, re-exporting, importing, or transferring any part of the Services except as authorized by United States law, the export control laws of your jurisdiction, and any other Applicable Laws;
- commercially exploiting the Services or making the Services available to any third party, other than to Authorized Users or as otherwise contemplated by this Agreement, or accessing the Services for the purpose of building a similar or competitive product;
- copying, translating, creating a derivative work of, reverse engineering, reverse assembling, disassembling, or decompiling the Services or Pastel Technology;
- distribute any portion of the Services other than the Pastel Code installed in Customer Properties as specifically permitted above;
- use the Services for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without our prior written consent;
- remove or obscure any proprietary or other notices contained in the Services, including in any Reports or output obtained from the Services;
- or partaking in any activity that, in our sole judgment, restricts or inhibits any other person from using or enjoying any aspect of the Services or exposes or may expose any users of the Services to harm or liability of any sort.
B. Prohibited Content
Customer shall not transmit, store, display, distribute or otherwise make available any Customer Data or other Content through the Services that:
- is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; is defamatory, libelous, harassing, abusive, obscene, sexually explicit, pornographic, vulgar or offensive;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against, or is inappropriate towards any individual or group;
- is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
- promotes illegal or harmful activities or substances;
- you do not have the permission from the content owner or individuals appearing in the content to post, free of charge;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort; contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
- creates a risk of any other loss or damage to any person or property;
- or violates any other Pastel policy.
Pastel and you agree to maintain the confidentiality of all Confidential Information disclosed to one another under this Agreement, and to only use the Confidential Information as specifically permitted by the terms and conditions of this Agreement. “Confidential Information” is information, in whatever form, not generally known or readily available to the public, and proprietary and confidential to the disclosing party, including, with respect to Pastel, the Pastel Data and all non-public features of the Pastel Platform and Services; with respect to Customer, Customer Data; and with respect to both parties, the terms and conditions of each Order Form. Confidential Information does not include any information that was previously known to the receiving party. Notwithstanding the foregoing, we reserve the right at all times to disclose any information as necessary to satisfy any Applicable Law, legal process or governmental request. You agree not to publicly disseminate information regarding the performance of the Services (which is deemed Pastel’s Confidential Information).
A. What We Own
This is a subscription agreement for access to and use of the Services. You acknowledge that you are obtaining only a limited right to use the Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to you under this Agreement. Other than the Pastel Code, the Services are offered as an online, hosted product. As between you and Pastel, you acknowledge and agree that we (or our licensors) own the Services (including the Pastel Technology) and the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with Pastel, Pastel, and the Services (with the exception of Customer Data), which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. Except as expressly provided in this Agreement, we do not grant you any express or implied rights in the Services.
B. What You Own
As between Pastel and you, Pastel acknowledges and agrees that you own the Customer Data, Customer Properties, and all content contained within them (excluding any Pastel Technology) and your copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights with respect to your products and services. You grant to Pastel and our third party providers (including Third Party Services), under all of your applicable intellectual property rights, a worldwide, non-exclusive, royalty-free, non-transferable, sublicensable license to use, reproduce, distribute, modify, perform and display the Customer Data solely in conjunction with the provision of the Services under this Agreement. We agree not to disclose, disseminate, or make available Customer Data to third parties other than as needed to perform the Services or as otherwise provided in this Agreement. Additionally, you grant us the right and license to use your trade names, trademarks, service marks, trade dress, logos and other rights in indicia to identify you as a Pastel customer.
C. Suggestions and Feedback
We welcome and encourage suggestions for improvements and other feedback related to the Pastel Platform (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Pastel Platform, to firstname.lastname@example.org or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against us or our users any claims and assertions of any moral rights contained in such Feedback.
D. Pastel Data
We may monitor use of the Services by all of our customers and use the data gathered in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services or to support benchmarking or similar features of the Services. You agree that we may use and publish the Pastel Data, provided that such information does not incorporate any Customer Data or identify you. We retain all intellectual property rights in the Pastel Data.
THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER Pastel NOR OUR SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Pastel MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. Pastel DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND OUR REASONABLE CONTROL. Pastel WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES OR THIRD-PARTY SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS OR TO THESE ITEMS BY THE SERVICES), FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON THE SERVICES (INCLUDING CHANGES TO CUSTOMER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
To the maximum extent permitted by applicable law, you will indemnify, hold harmless and defend Pastel and our Affiliates, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against Pastel or any of our Affiliates, officers, directors, employees, or agents, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Pastel or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) your breach of any term or condition of this Agreement; (b) your access to and use of the Services or Third Party Services; (c) any other party’s access and use of the Services with your unique username, password or other appropriate security code; or (d) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Services or Reports, or your use, and disclosure of Customer Data in violation of any third-party rights (including intellectual property, privacy and publicity rights). We will provide you with written notice of any claim, suit or action from which you must indemnify us. You will cooperate as fully as reasonably required in the defense of any claim. We reserves the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
11. LIMITATION OF LIABILITY
Pastel’S (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO Pastel IN CONNECTION WITH THE SUBSCRIPTION TERM IN WHICH THE ACTION GIVING RISE TO LIABILITY OCCURRED, OR (B) $100. TO THE EXTENT PERMITTED UNDER LAW, Pastel SHALL NOT BE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE Pastel PLATFORM OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Pastel AND YOU.
12. TERM AND TERMINATION
A. Subscription Term and Renewal
By executing an Order Form for purchase of Services, you are agreeing to pay applicable fees for the entire Subscription Term. You cannot cancel or terminate a Subscription Term except as expressly permitted by Section 12(B) (Termination and Suspension). If no subscription start date is specified on the applicable Order Form, the subscription starts when you first obtain access to the Services. Each Subscription Term will automatically renew for additional successive twelve-month periods unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new Order Form, or Order Form changes will be at Pastel’s then-applicable rates. This Agreement is effective until all Subscription Terms for the Services(s) have expired or are terminated as expressly permitted in this Agreement.
B. Termination and Suspension
Either party may terminate this Agreement, including any related Order Form, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter). In addition, we may suspend or immediately terminate this Agreement with respect to a Customer or an Authorized User, and any related Order Forms, immediately in the event of a breach of Sections 5 (Acceptable Use of the Services) or 6 (Privacy), if your account is overdue; if you have exceeded your usage limits, or for repeated violations of this Agreement. We will have no liability for taking action as permitted above. For the avoidance of doubt, you will remain responsible for payment of fees during any suspension period under this Section 12(B). However, unless this Agreement has been terminated, we will cooperate with you to promptly restore access to the Services once we verify that you have resolved the condition requiring suspension.
C. Effect of Termination.
Upon any expiration or termination of this Agreement or an Order Form: (a) your license rights terminate and you must promptly: (i) stop use of the Services(s); (ii) stop distributing any Pastel Code installed on your Customer Properties; and (iii) delete (or, at our request, return) any and all copies of the Pastel Code, any Documentation, passwords or access codes, and any other Pastel Confidential Information in your possession, custody, or control; and (b) your right to access any Customer Data and Reports in the applicable Services will cease and Pastel may delete the Customer Data and Reports at any time after thirty (30) days from the date of termination. If we terminate this Agreement for cause as provided in Section 12(B) (Termination and Suspension), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by you. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party. In the event that we permanently suspend your Account, during a Subscription Term pursuant to Section 12(B) (Termination or Suspension) above, you are not entitled to a restoration of your Account or any of your Customer Data. If we have suspended your individual Authorized User Account, you may not register a new Account or access and use the Services through an Account of another user. All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, indemnification, warranty disclaimers, and limitations of liability.
13. CHOICE OF LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State California without regard to conflicts of law principles. You agree to exclusive jurisdiction of the federal and state courts located in the City and County of San Francisco, CA, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
14. COMPLIANCE WITH LAWS
Pastel and you recognize that this Agreement is subject to, and intended to comply with, Applicable Law, and agree that the Services addressed in this Agreement do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement.
15. GENERAL TERMS
This Agreement (including each Order Form) contains the entire understanding between Pastel and you relating to the subject matter herein and supersedes all prior oral or written agreements between us. us. We reject any additional or different terms proposed by you, those contained in your purchase order, acceptance or website. In the event of a conflict between the terms of these Terms of Service and an Order Form, the terms of the Order Form shall control, but only as to that Order Form. You may not assign or transfer your rights and benefits under this Agreement without our prior written consent, but we may assign or transfer this Agreement without restriction. Except as set forth in this Agreement, nothing in this Agreement shall be deemed to confer any rights or benefits on any third party. No waiver, amendment, modification or addition to this Agreement shall be valid unless in writing and signed by both you and us. In the event any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. To the extent allowed by Applicable Law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived. Pastel and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the Pastel and Customer or any Authorized User. This is a non-exclusive arrangement.
16. INFORMATION OR COMPLAINTS
If you have a question or complaint regarding the Services, please send an e-mail to email@example.com. You may also contact us by calling us at (415) 707-2969. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
“Account” means an account you must register with Pastel on the Pastel Platform prior to accessing the Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means these Terms of Service, Order Forms, and any other documents or policies referenced or incorporated therein.
“Applicable Law” means all applicable local, state, federal, and international laws, rules, and regulations.
“Authorized User” means an employee, representative, consultant, contractor (such as media agencies or marketing consultants) or other agent of Company who is authorized to access and use the Services for Customer’s benefit through the individual’s unique registered Account.
“Content” means the content for the Customer Property that Customer selects for use with the Services, including but not limited to videos, audio (for example music and other sounds), graphics, photos, branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, Pastel or a third-party (collectively, "Content”).
“Customer” means a business, organization, or other legal entity identified in the applicable invoice, online subscription process, and/or Order Form responsible for purchasing and administering access to the Services on behalf of the entity.
“Customer Data” means the data, information and content provided by you to us, including through Third Party Services providers, to enable provision of the Services, including (i) Content; (ii) Submitted Data; and (iii) Visitor Data.
“Customer Property or Properties” means any a web page located at single domain/URL and its subdomains under your control that sends data to the Pastel Platform. Unless otherwise specified in an Order Form, you may only use the Services on one Customer Property.
“Documentation” means any user instructions and help files that we make available to you as part of the Services, as may be updated from time to time by us.
“Feedback” means suggestions for improvements and other feedback related to the Pastel Platform.
“Pastel Code” means the code developed and provided by Pastel for use in connection with the Services. Pastel Code may include the Pastel application, server-side software (e.g., to analyze the Visitor Data and generates Reports), code installed on a Customer Property for the purpose of collecting Visitor Data, together with any fixes, updates and upgrades provided to you.
“Pastel Data” means statistical and use data collected by us pertaining to use of the Services.
“Pastel Platform” means the Pastel software-as-a-service product(s) accessed through the Pastel application.
“Pastel Technology” means any and all Documentation, Pastel Code, Pastel Data and other technology, code, know-how, logos and templates (including in any Reports or output obtained from the Services) underlying the Services, and anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback.
“Order Form” means any Pastel ordering documentation or online sign-up or subscription flow for the Services that references these Terms of Service. Unless specifically provided otherwise in the Order Form, Order Forms will be deemed to incorporate the terms of this Agreement.
"Report" means analyses generated through the Pastel Platform specific to pricing tests performed through the Services.
“Services” mean the services, individually and collectively, that we provide in connection with your subscription to the Pastel Platform, such as web-based analytics, system management and monitoring tools, Documentation, Reports, and associated technologies.
“Services” include all Pastel Technology and any support and maintenance services provided.
“Subscription Fee” means the amount you pay for the Services.
“Subscription Term” means the initial term for the subscription to the applicable Services, as specified on your Order Form(s), and each subsequent renewal term (if any).
“Submitted Data” means data uploaded, inputted or otherwise submitted by Customer to the Services, including content, data or other materials that you provide to the Services from your third-party data providers or Third Party Services.
“Third Party Service(s)” means services delivered or performed by third parties related to the Services, or other online, web-based services, e-commerce platforms or other business application subscription services, that interoperate with or are used in connection with the Services, and any other products not developed by Pastel.
“Visitor” means any end user of a Customer Property.
“Visitor Data” means the data and information concerning the characteristics and activities of Visitors on the Customer Properties collected for Customer by the Services.
“We,” “us,” “our” and “Pastel” refer to Pastel Inc.
“You” or “your” refers to Customer or an Authorized User, as applicable.
If you have any questions about this Agreement, please email us at firstname.lastname@example.org