This Agreement sets forth the terms by which The Patria Company, a Texas Corporation, (herein after also referred to as “we”, “us”, “our” or “PatriaCo”) will provide access to all offered Products and Services (both internally generated and some offered by third parties), of which some or all may be selected by the individual or entity (herein after referred to as “you”, “your”, “user” or “the client”) accepting this Agreement. Products and Services may be offered on a subscription basis, hourly fee basis, flat fee basis or for free as described in the product or service offering on this website or any other website explicitly owned and operated by The Patria Company; or as described in writing or by verbal agreement with any authorized individual, explicitly given the right by the owners and officers of The Patria Company to make such binding agreements.
FOR REFERENCE, DEFINED TERMS ARE SET FORTH AT THE END OF THIS AGREEMENT.
1. OVERVIEW OF TERMS
We reserve the right, in our sole discretion, to modify these Terms and any Product or Service fees, at any time, effective upon the date we post a new set of Terms for any Product or Service, on any website owned and operated by The Patria Company, or as may be communicated by an authorized individual, whether by facsimile, email, telephone or in person. Your continued use of any Product or Service constitutes your binding acceptance of these Terms, including any changes or modifications that we may make. If any part of these Terms or any future changes to these Terms are not acceptable to you, you may cancel your Product or Service by contacting us via our “ASK US NOW” ticket system. We also reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or to any part of any Product or Service at any time for any reason without prior notice or liability. We may change, suspend or discontinue all or any aspect of any Product or Service at any time, including the availability of any Product or Service feature, database, or content, without prior notice or liability. We reserve the right to remove and/or physically destroy any material, private or public (ie. Credit Card Information) that you submit to The Patria Company for any reason without prior notice to you and without liability to us. Such actions taken in our sole discretion may require resubmittal of such information for your continued access to certain Products or Services.
We continually strive to offer the highest quality Products and Services, delivered in the most expedient manner possible; however, any implicit or explicit guarantees contain the following restrictions: We will not have any liability to you as a result of Deficiencies of your Employee’s Skills or Abilities, any Lack of Cooperation from your Employees, Service Outages (caused by maintenance or system failures by service providers upon which our Products or Services are dependent, including: telecommunications, datacenters and power providers). Computer Viruses, Natural Disasters or other destruction or damage of our facilities, an Act of God, War, Acts of Terror, Civil Disturbance or other causes beyond our reasonable control.
2. INTELLECTUAL PROPERTY OWNERSHIP
As between the parties, PatriaCo shall own all right, title and interest, including all patent, trademark, copyright or other proprietary rights, in and to any Proprietary Product or Quaternary Service provided exclusively by PatriaCo, including the Content and any software or technology operating any Proprietary Product or Quaternary Service provided exclusively by PatriaCo. The Patria Company (PatriaCo) name, The Patria Company logo, and the product names associated with any Proprietary Product or Quaternary Service provided exclusively by PatriaCo are trademarks of The Patria Company no right or license is granted to use them.
3. FREE CONTENT AND SERVICES
The Patria Company offers at no additional charge certain content and services presented “AS IS” and although The Patria Company does its very best to provide valid and applicable links, content and free services; however, The Patria Company does not warrant any of these services are without error, programming bugs, defects, viruses or malware and you expressly agree that the use of any such information or resource is “AT YOUR OWN RISK” and The Patria Company will not be held liable for any damages resulting from any such information, product or services.
This includes: financial and economic analysis, news feeds sharing third party opinions, advertisements linking to products or services provided by third parties, free downloads, links to third party resources and free internal services provided by logging into The Patria Company’s Client Center.
4. CLIENT CENTER
At www.patriaco.com The Patria Company offers a set of free web-based tools for use exclusively between our clients, our employees and other authorized individuals. These tools include but are not limited to Project Management Resources, Internal Invoice Tracking (between the client and PatriaCo), Domain Registration, Email Management, Website Hosting Management, Other Services Management, Help Desk Resources and other communication tools. These free web-based services are explicitly included in the list of “Free Services” as described in section 3.
• A. Access to the Client Center
o i. Subject to the terms and conditions of this Section, PatriaCo hereby grants you a non-exclusive, non-transferable, worldwide right to use the Client Center, solely for the business purposes agreed to, subject to the terms and conditions of this Agreement. All rights not expressly granted to you with respect to the Client Center are reserved by PatriaCo and its licensors.
o ii. Only your employees to whom specific User IDs have been assigned shall access the Client Center. User IDs shall not be shared or used by more than one individual User. User IDs may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Client Center.
• B. Your Responsibilities
You are responsible for all activity occurring under your User IDs and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Client Center, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify PatriaCo immediately of any unauthorized use of any password or User ID or any other known or suspected breach of security; (ii) report to PatriaCo immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another PatriaCo user or provide false identity information to gain access to or use the Client Center.
• C. Restrictions
o i. You may not access the Client Center for any other purposes other than your internal business purposes, including for monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
o ii. You shall not (i) allow any third party access to the Client Center or the Content or use the Client Center or Content for the benefit of any third party; (ii) modify or make derivative works based upon the Client Center or the Content; (iii) create Internet “links” to the Client Center or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (iv) reverse engineer the Client Center or (v) use the Client Center in any prohibited manner.
o iii. You may not take any action which you intend or has the effect of damaging, impairing or disabling the operation of the Client Center by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.
o iv. You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Client Center, features that prevent or restrict the use or copying of any Content accessible through the Client Center, or features that enforce limitations on the use of the Client Center.
o v. You agree not to attempt to gain unauthorized access to the Client Center, or any part of it, other accounts, computer systems or networks connected to the Client Center, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Client Center or any activities conducted on the Client Center.
o vi. You agree that you will not use any robot, spider, scraper, or other automated means to access the Client Center for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Client Center.
• D. Other General Guidelines and Rules of Conduct
o In addition to our content, certain material that you submit may, also become available to certain third party service providers as authorized by you. The content contained in the Client Center is intended for you to use to assist your business administration and to communicate with PatriaCo. All materials published in the Client Center, including, but not limited to, photographs, graphics, images, illustrations, sound clips and flash animation are protected by copyright. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display or in any way exploit any of the materials or content from the Client Center, in whole or part. If the Client Center contains bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the “Forums”), you agree to use any Forum only to send and receive messages and material that are proper and related to that particular Forum. Without limiting the foregoing, you agree that you will not (i) defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others; (ii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; (iii) upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer; (iv) advertise or offer to sell any goods or services for any commercial purpose; (v) conduct or forward surveys, contests, pyramid schemes or chain letters; (vi) download any file posted by another user of a forum that you know or reasonably should know, cannot be legally distributed in such matter, (vii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; or (viii) restrict or inhibit any other user from using and enjoying the forum. We reserve the right to terminate your access to any or all of the forums at any time without notice for any reason whatsoever. If, in our sole discretion, you choose a username that is obscene, indecent, abusive or which might otherwise subject our site to public disparagement or scorn, we reserve the right, without prior notice to you, to automatically change your username, delete your posts from the Forums, deny you access to the Forums, or any combination of these options. If you continue to choose usernames that we find objectionable, we reserve the right to permanently terminate your access to the Forums, the Client Center or both. You will not use the Client Center for illegal purposes. Use of the Client Center is subject to existing laws and legal process, and nothing contained herein shall limit our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Client Center or information provided to or gathered by us with respect to such use.
In order to access some of the Products and Services provided by PatriaCo, you will have to create an account (an “Account”). You represent and warrant to PatriaCo that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If PatriaCo has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, PatriaCo reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your client login, password, payment method(s), and any 2-Factor Authentication PIN. For security purposes, PatriaCo recommends that you change your password at least once every six (6) months for each Account you have with The Patria Company. You must notify us immediately of any breach of security or unauthorized use of your Account(s). PatriaCo will not be liable for any loss you incur due to any unauthorized use of your Account(s). You, however, may be liable for any loss PatriaCo or others incur, caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
6. TRANSFER OF DATA ABROAD
If you are visiting any website explicitly owned and operated by The Patria Company, from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting any of our websites and communicating electronically with us, you consent to such transfers.
7. FEES AND PAYMENTS
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The subscription charges will be set forth in the Online Order Center. Payments shall be made in one of the following ways as selected in the Client Center: i) in advance by cash, check, wire, or credit card, ii) monthly through a credit card on file with PatriaCo, or iii) upon receipt of invoice by cash, check, wire or credit card. Any subscription renewal fee will be equal to the Product or Service fee in effect during the prior term, unless PatriaCo has given you at least thirty (30) days prior written notice of a fee increase, which shall be effective thereafter. PatriaCo fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on PatriaCo income.
The Patria Company is a reseller of third party services, for which PatriaCo is offered special pricing and is given the authority by the Third Party to extend certain savings on to you, our client. PatriaCo is charged on regular intervals for these third party services, regardless of your payment to us, therefore, failure to pay for such services on time, may also incur additional late fees (see Section 8). Fees for in-house PatriaCo services will be charged as outlined by the Product or Service offering. Fees may be based on a flat-rate or may fall into one of our four quaternary service hourly rate tiers.
All payment obligations are noncancelable and all amounts paid are nonrefundable. All quaternary project work is progress billed, with invoices due upon receipt, normally at the end of each week. If you believe your bill is incorrect, you must contact us in writing within three (3) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You are responsible for paying for all Products and Services ordered and/or subscribed to, including, but not limited to, quaternary project work, whether or not such Products or Services were actively used, or such quaternary project work is completed and/or implemented.
You agree to provide PatriaCo with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Client Center Administrator. You agree to update this information within ten (10) days of any change to such information. If the contact information you have provided is false or fraudulent, PatriaCo reserves the right to terminate your access to the Client Center and any associated Product or Service, in addition to any other legal remedies.
The Patria Company also reserve the right, within its sole discretion to cease and desist from providing any Product or Service for any reason it feels necessary and will not be liable for any loss incurred by the client for such decisions. Determinant factors for such decisions include, but are not limited to, information obtained regarding illegal activities, unethical activities, plans to not pay for products or services, or a change in attitude of the client toward The Patria Company, its employees, any sub-contracted representative or any associated third party. All fees due at the time of a cease and desist determination will be invoiced and due, with collection of payments required before discussions concerning continuation of services will resume.
Unless PatriaCo in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes; (ii) all other entities will be billed in U.S. dollars or BitGold and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of PatriaCo.
8. RETAINERS, PRE-PAYMENTS AND CREDIT ON ACCOUNT
The Patria Company reserve the right in its sole discretion to determine if retainers or pre-payments for products or services are necessary to protect its own fiduciary responsibilities. New clients with no credit history or clients with a history of delinquency may be asked to provide a retainer or pre-payment for products or services. The Patria Company maintains a Credit on Account calculation, available via the Client Center, for easy and convenient credit tracking for clients.
9. NON-PAYMENT AND SUSPENSION
In addition to any other rights granted to PatriaCo herein, PatriaCo reserves the right to suspend or terminate this Agreement and your access to any or all Products and Services, if your account becomes delinquent. Any outstanding balance of an invoice is subject to an interest rate of 2.0% per month or the maximum interest rate permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged the fees for any product or service for thirty (30) days during any period of suspension. If you or PatriaCo initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with Section 7 herein. You agree that PatriaCo may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
PatriaCo reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to any Product or Service. You agree and acknowledge that PatriaCo, nor its Third Party service providers have any obligation to retain Website Data, Financial Data or Client Data and that such Data may be irretrievably deleted if your account is ten (10) days or more delinquent.
10. TERM OF AGREEMENT AND TERMINATION
Each Product and Service has its own available term durations detailed in each listed offering. Products and Services that are renewable will automatically renew for successive renewal terms equal to the duration of the Initial Term at the then current fees. Either party may terminate this Agreement or alter the agreement, effective only upon the expiration of the Product or Service Term, by notifying the other party in writing at least ten (10) business days prior to the date of the invoice for the following term. Products or Services with recurring payments due will be invoiced at least 7 days prior to the renewal period date.
Any breach of your payment obligations or unauthorized use of any Products or Services will be deemed a material breach of this Agreement. The Patria Company, at its sole discretion, may terminate your password, account or use of any Product or Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that PatriaCo has no obligation to retain any Data, and may delete such Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within ten (10) days of notice of such breach.
11. QUATERNARY SERVICES
Quaternary services include all intangible knowledge based and knowledge sharing services, which include but are not limited to, systems analysis, systems planning, systems training and systems implementation. Quaternary services fall into two basic categories, turn-key implementation and hybrid implementation.
Turn-key implementation is distinct in that The Patria Company enlists the assistance of PatriaCo employees and sub-contractors to complete a project. All time frames and budgets are completely within the control of PatriaCo and Estimates are guaranteed to within +/- 10% of the quoted cost.
Hybrid implementation includes a varying mixture of client resources (usually selected by a client to mitigate cost). In this case, none of the selected time frames for deliverables or budgets are guaranteed. We will do our very best to estimate time and cost, but frequent updates are required to inform the client of issues beyond our control.
Any PatriaCo authorized representative retains the right to accept a verbal change order from the client. Such change orders are immediately notated in the Project Management Section of the Client Center. If there are any discrepancies with the listed project or associated task, the client must notify PatriaCo within 24 hours of the project commencement date, to cancel or make alterations. You agree that by not notifying PatriaCo and by maintaining access to the Client Center, represents your compete approval of any and all listed projects and tasks, for which you will be billed.
12. THIRD PARTY SERVICES
Exclusively owned and operated PatriaCo websites contain links to other Internet sites that our business partners and other third parties own or operate. Your use of each of those sites is subject to the terms and conditions, if any, that each of those sites have posted. We have no control over third party sites and we are not responsible for any changes to or content on them. Our inclusion of any material in our websites or any link on our websites are not an endorsement of that material or link or the companies that own or operate the material or linked sites.
As mentioned in Section 7, PatriaCo maintains relationships with and resells for select third party service providers, but as previously stated, we have no control or influence over service or support, your agreement with these terms, confirms your understanding of the relationship between PatriaCo and the following list of Third Parties. We are providing the following list of third party terms of service for your quick reference.
THIRD PARTY TERMS OF SERVICE (alphabetical)
AMAZON WEB SERVICES
MICROSOFT OFFICE 365
WILD WEST DOMAINS
13. AFFILIATE PROGRAM
The PatriaCo Affiliate Program is only available to current clients in good standing and any material breach of this agreement will immediately terminate any Affiliate Agreement.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE PATRIA COMPANY BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST REVENUE OR PROFITS, IN CONNECTION WITH THIS AGREEMENT OR THE CONDUCT OF BUSINESS BETWEEN THE PATRIA COMPANY AND THE CLIENT, EVEN IF THE PATRIA COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. FORCE MAJEURE
The Patria Company shall be excused for any failure, delay, or interruption in performing its obligations hereunder that is due to causes or conditions beyond its control, including and without limitation, acts of God, or any other condition or circumstance, which is beyond the control of the company or which cannot be prevented or remedied by reasonable effort at reasonable expense.
16. REMEDIES CUMULATIVE
The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that a party would otherwise have. Furthermore not taking action at any point in time on some matter does not in any way limit an offended party from pursuing future action under this contract or under law.
17. NO WAIVER
No failure by a party to take action on account of any default or breach of this Agreement by the other party shall constitute a waiver of any such default or breach, or the performance of the other party under this Agreement.greatest extent permitted by law.
18. ENTIRE AGREEMENT
This Agreement represents the entire, complete, final and exclusive agreement and understanding between the parties hereto with respect to the matters addressed in this Agreement and supersede all offers, negotiations, and other agreements concerning the subject matter set forth in the Agreement and, except as expressly provided herein, shall not be affected by reference to any other documents. IC is not relying on any representation or warranty as to the nature of competition or the results or effect of any advertising. No promises or guarantees of income, merchants, subscribers, or clients have been made to Preferred Contractor. Except as set forth herein, any amendments to this Agreement must be in writing signed by both parties.
19. NO OTHER AGREEMENTS
The Client represents and warrants that the execution and performance of this Agreement does not and will not violate any other contract or obligation to which The Client is a party, including terms relating to covenants not to compete and confidentiality covenants. Preferred Contractor will not disclose, use, or induce others to use any proprietary information or trade secrets of any other person, association or entity.
If any dispute shall arise relating to any matter under his Agreement, including performance or interpretation, the parties shall make good faith efforts to negotiate a resolution to such dispute. If negotiations fail, such dispute (including whether any particular dispute is arbitral hereunder) shall be determined by arbitration before an arbitrator mutually acceptable to both parties. If the parties cannot agree on an arbitrator, both agree to use an independent arbitrator chosen by the American Arbitration Association. The arbitrator shall determine by whom and in what proportion the cost of arbitration shall be paid. The parties hereby grant such arbitrator full power to decide any dispute under such rules of procedure as the arbitrator in his/her discretion shall adopt. The arbitrator’s award shall be final, binding, and conclusive any may be enforced in any court of competent jurisdiction. Demand for arbitration hereunder shall be forever barred unless made within one year from the date when the alleged dispute arose, and shall be made by written notice given to the other Party. If litigation is enjoined by either Party regarding the enforcement of this Agreement against the other to this Agreement, the prevailing party shall be due all its costs and legal fees associated with the arbitration and/or litigation payable by the other party. The laws of the state of Texas and the County of Harris therein shall govern this arbitration.
21. BINDING TERMS, CONDITIONS AND AUTHORITY
The client has read this agreement, understands it, and agrees to be bound by its terms and conditions. Each individual or entity using websites explicitly owned and operated by The Patria Company hereby warrants and represents that he or she has full authority to execute this Agreement for the party on whose behalf he or she is agreeing on behalf of.
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