TERMS AND CONDITIONS OF USE (“AGREEMENT”)

Last updated: September 2024

Welcome to Ping Tree Systems (“Ping Tree Systems,” “we,” “us,” or “our”). These Terms of Service (the “Terms”) outline how you may access and use our online and mobile services, along with the software provided through our websites located at https://www.pingtreesystems.com. This includes any associated microsites, other media forms, media channels, including mobile websites and mobile applications, or other online services that we own, control, or link to these Terms (collectively referred to as the “Website” or the “Services”).

1. DEFINITIONS

• “Content” refers to any text, graphics, images, audio, video, software, data compilations, and any other forms of information or materials.
• “Fees” refers to the charges imposed by pingtreesystems.com for access to and use of the Platform, as well as any additional services offered by pingtreesystems.com.
• “Intellectual Property Rights” refers to all patents, trademarks, service marks, trade names, copyrights, trade secrets, and any other proprietary rights.
• “Lead” refers to a potential customer who has expressed interest in a product or service and has provided their contact information.
• “Sensitive Data” refers to any data considered sensitive or confidential under applicable laws or regulations, including, but not limited to, personal information, financial information, health information, and government-issued identification numbers.
• “TCPA” refers to the Telephone Consumer Protection Act, a United States federal law that regulates telemarketing calls, auto-dialed calls, prerecorded calls, and text messages.
• “CAN-SPAM Act” refers to the Controlling the Assault of Non-Solicited Pornography and Marketing Act, a United States federal law that establishes regulations for commercial email, sets requirements for commercial messages, grants recipients the right to opt-out of receiving emails, and outlines penalties for violations.
• “Subscriber Data” refers to any data related to a subscriber, including, but not limited to, contact information, opt-in consent, and preferences.

2. PING TREE SYSTEMS WEBSITE AND SERVICES

• a. Ping Tree Systems

  Ping Tree Systems is a real-time lead-processing platform that allows our subscribers to capture, enhance, filter, and distribute business lead data collected through website forms to their designated recipients.

• b. Accessing Ping Tree Systems

  Our services are primarily intended for business enterprises and their employees, contractors, and other agents (collectively referred to as our “Subscribers”). These Terms apply to our Subscribers (including their individual employees, contractors, and agents, referred to as “End Users”), as well as to individual users who access and use our Website or Platform at any time (“Website Users”). Together, “Subscribers” and “Website Users” are referred to as “Users,” “you,” or “your.” Ping Tree Systems is not intended for Users under the age of eighteen (18) years.

  USERS SHALL NOT copy, distribute, reproduce, modify, mirror, frame, publicly display, publicly perform, translate, create derivative works, republish, or transmit Ping Tree Systems IP (as defined below), the Website, the Platform, or the Services, in whole or in part, or in any manner, without our prior written and explicit consent.

  VIOLATION OF THESE TERMS MAY SUBJECT YOU TO PENALTIES OR STATUTORY DAMAGES UNDER APPLICABLE COPYRIGHT, TRADEMARK, AND PATENT LAWS.

• c. Subscription Accounts

  Our Subscribers acknowledge and agree that they control access for their End Users and are responsible for their use of the Services in accordance with these Terms.

  To access the Services, Subscribers may be required to provide certain registration details or other information. It is a condition of your use of the Services that all information you provide is accurate, current, and complete. You agree that all information you provide to use the Website or Services is governed by our Privacy Policy, and you consent to all actions we take regarding your information in accordance with our Privacy Policy.

  If you choose, or are provided with, a username, password, or any other security information as part of our procedures, you must treat this information as confidential and must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide anyone else with access to our Services or any portion thereof using your username, password, or other security information. If you are using the Services on behalf of an organization, you are agreeing to these Terms on behalf of that organization and represent that you have the authority to do so. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other security breach.

  We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

  SUBSCRIBERS ACKNOWLEDGE AND AGREE THAT THE SERVICES AND THE SALE OF DATA THROUGH THE SERVICES ARE INTENDED SOLELY TO PROVIDE COMMERCIAL VALUE TO LEGITIMATE BUSINESS ENTERPRISES. THEY ARE NOT INTENDED TO BE, AND SHALL NOT BE USED, DIRECTLY OR INDIRECTLY, FOR ANY ILLEGAL PURPOSES.

  IF YOU USE OR ACCESS PING TREE SYSTEMS TO RECEIVE ANY DATA, YOU ACKNOWLEDGE AND AGREE THAT YOU DO SO AT YOUR OWN RISK AND RELEASE PING TREE SYSTEMS FROM ANY AND ALL LIABILITY RELATING TO SUCH DATA. ANY CLAIMS REGARDING DATA RECEIVED THROUGH PING TREE SYSTEMS SHALL BE DIRECTED AGAINST THE PARTY THAT AGREED TO USE OUR WEBSITE TO PROVIDE YOU WITH THE DATA.

• d. Changes to Ping Tree Systems

  We reserve the right to withdraw, limit, or amend our Services, Platform, or Website at our sole discretion and without notice. We will not be liable if, for any reason, all or part of the Website or Services are unavailable at any time or for any period. Occasionally, we may restrict access to certain parts or the entirety of the Website or Services to Website Users or Subscribers.

3. USER RESPONSIBILITIES

The Website and Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data, or material in violation of United States federal or state regulations or laws, or common law, is prohibited. Ping Tree Systems reserves the right, at its sole discretion, to suspend or terminate your use or access to the Website or Services if you are found to be in violation or are reasonably suspected of violating these Terms.

• a. User Rules and Restrictions

  You acknowledge and agree that you are fully responsible and liable for any and all data you submit, share, or transfer through the Services. You shall not use Ping Tree Systems to (i) upload, transfer, or display, any material that is (a) highly sensitive information, such as, social security information, confidential health information as classified under HIPAA, credit card or other financial information, driver’s license, passport, racial, ethnic, religious, philosophical, genetic, or similar information that would reasonably be considered to be highly sensitive information (“Sensitive Data”); (b) unlawful, defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, threatening, inflammatory, discriminatory or is otherwise objectionable; or (c) false, misleading, fraudulent, or inaccurate; (ii) promote sexually explicit content; violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy; (iii) pose a reasonable threat to personal or public safety; (iv) infringe any patent, trademark, trade secret, copyright, or other intellectual property or privacy, publicity, or other rights of any other person; (v) share any unsolicited or unauthorized advertising or promotional materials (e.g. spam, junk mail, chain letter) or any other form of solicitation that is in violation of the CAN-SPAM Act or TCPA; (vi) copy, modify, or create derivative works of the Website or the Services, in whole or in part; (vii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website or Services to any unauthorized third-party; (viii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origins or source of software or other material contained in a file that is uploaded; (ix) impersonate any person or entity without proper authorization from that person or entity; (x) falsely state or misrepresent your affiliation with any person or entity, including the origin of any information you provide; (xi) engage in any other conduct that restricts or inhibits any person from using or enjoying the Website or the Services, or that in our sole discretion, exposes us or any of our users, employees, affiliates, or any other third-party to any liability, damage, or detriment of any type; or (xii) violate any applicable laws or regulations, including without limitation, the GDPR, HIPAA, or CCPA.

  You further agree not to: (i) reproduce, duplicate, copy, download, store, further transmit, disseminate, distribute, transfer or otherwise exploit the Platform, Website, or the Services, or any portion thereof without the prior written consent of Ping Tree Systems; (ii) reverse engineer, disassemble, decompile, decipher, decrypt, decode, adapt, or otherwise attempt to derive or gain access to any component of the Website or the Services, in whole or in part; (iii) remove any proprietary notices from the Website or Services (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or the Services, or attempt to probe, scan, test the vulnerability of, or breach the security of any Ping Tree Systems system or network; (v) introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technically harmful; (vi) use any robot, spider, intelligent agent, or other automatic device or manual process to search, monitor, or copy the Website, or the reports, data, information, content, software, products, or other materials on, generated by or obtained from the Services or any other unauthorized automated means to compile information without Ping Tree Systems’s permission, with the exception of generally available third-party web browsers; (vii) obtain or attempt to gain unauthorized access to other computer systems, materials, information, or any services available on or through the Website or the Services; (viii) use the Services in any manner that could damage or overburden any Ping Tree Systems server, or any network connected to any Ping Tree Systems server, as all servers have limited capacity and are used by many people; (ix) collect or harvest any information or data, including account names, from Ping Tree Systems; or (x) remove, circumvent, disable, damage, or otherwise interfere with Ping Tree Systems’s security related features.

  YOU SHALL BE SOLELY LIABLE FOR ANY HARM RESULTING FROM ANY OF THE ABOVE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PING TREE SYSTEMS FROM ANY CLAIMS, ACTIONS, LOSSES, DAMAGES, INJURIES, COSTS, OR EXPENSES ARISING OUT OF OR RESULTING FROM YOUR BREACH OF THESE TERMS.

  Violating system or network security and engaging in certain other conduct may result in civil or criminal liability. We may investigate and collaborate with law enforcement authorities to prosecute users who violate these Terms. We reserve the right to suspend or terminate your access to the Website and/or Services at any time, for any reason, or for no reason, without notice.

• b. User Representations and Warranties

  As a condition of using the Services, you represent and warrant that: (i) your transfer of data complies with all applicable laws, these Terms, and our Privacy Policy; (ii) you have entered into a valid and binding agreement with any intended recipient of your data, and the terms of such agreement: (a) do not contradict these Terms or our Privacy Policy; (b) require the intended recipient to maintain any data received through the Services with at least the same level of privacy provided in our Privacy Policy and under any applicable laws; (c) ensure that your use of the Services will not infringe, misappropriate, or violate the intellectual property rights of any third party; (d) you have obtained all necessary rights and permissions to transfer data through the Services; and (e) your use of the Services does not and will not breach any agreement with a third party.

4. DATA

• a. Subscriber Data

  The Services allow Subscribers to submit and transfer Subscriber Data to their designated recipients. “Subscriber Data” refers to potential customer or business information (leads) and other information submitted to the Services by the Subscriber or collected by the Services on the Subscriber’s behalf, excluding any Usage Data. “Usage Data” refers to information about a User’s or Subscriber’s interaction with the Website or Services that we collect to facilitate the provision of the Website or Services. For clarity, Usage Data does not include any Subscriber Data. The Subscriber retains ownership of all Subscriber Data.

  The maximum permitted time for a ping or post request is 30 seconds.

• b. Confidentiality

  SUBJECT TO OUR PRIVACY POLICY, AND EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE SUBSCRIBER, PING TREE SYSTEMS SHALL NOT VIEW, ACCESS, OR DISTRIBUTE SUBSCRIBER DATA, WHICH SHALL BE KEPT STRICTLY CONFIDENTIAL.

• c. Sensitive Data

  Sensitive Data Fields refer to any fields within your campaigns that contain information considered sensitive, including but not limited to personal identification numbers, financial information, health records, or any data protected by applicable privacy laws and regulations. Fields designated as sensitive data will transmit a data value only once and will then be discarded. The value will not be stored and will be replaced in all logs, analytics, and any other storage with ***.

  As the user of our services, you are responsible for identifying and designating any fields within your campaigns that contain sensitive information as “Sensitive Fields” using the designated settings in our platform. If you have fields containing sensitive information and fail to enable them as Sensitive Fields within 14 days of the campaign’s creation or update, Ping Tree Systems reserves the right to initiate a deletion process for the affected campaign. If sensitive data fields remain unmarked as Sensitive Fields after the notification period and the subsequent grace period, Ping Tree Systems will proceed to permanently delete the campaign containing those fields. This action is irreversible, and Ping Tree Systems will not be liable for any data loss resulting from this process.

• d. Data Security

  Ping Tree Systems will implement appropriate administrative and technical safeguards to protect the security, confidentiality, and integrity of Subscriber Data in accordance with our Privacy Policy. Subscribers are solely responsible for adequately securing, protecting, and backing up their Subscriber Data.

• e. Data Storage

  Ping Tree Systems is not designed for long-term data storage and will retain Subscriber Data, including leads and logs, for a limited period. Subscribers who wish to keep such information for future use must extract it from the Website. Ping Tree Systems reserves the right to delete any Subscriber Data, logs, or leads that are more than seventy-five (75) days old. Ping Tree Systems is not responsible for storing any Subscriber Data, logs, or leads beyond this seventy-five (75) day period, and the Subscriber expressly releases Ping Tree Systems from any and all liability related to Subscriber Data.

• f. Export Compliance

  The Services and other Ping Tree Systems technologies, including their derivatives, may be subject to export laws and regulations of the United States and other jurisdictions. Both Ping Tree Systems and the Subscriber represent that they are not on any U.S. government denied-party list. The Subscriber will not allow any User to access or use the Services in connection with, or within, any U.S. embargoed country or region (currently including Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, Russia, or Syria) or in violation of any U.S. export laws or regulations.

5. INTELLECTUAL PROPERTY

• a. Generally

  All content, features, and functionalities on the Website and Services—including, but not limited to, information, software, text, trademarks, logos, displays, images, videos, audio, and their design, selection, and arrangement—are owned by Ping Tree Systems, our licensors, or other material providers. These elements are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (collectively referred to as “Ping Tree Systems IP”).

  You may not copy, distribute, reproduce, modify, mirror, frame, publicly display, publicly perform, translate, create derivative works, republish, or transmit Ping Tree Systems IP, the Website, or the Services, in whole or in part, in any manner, unless explicitly permitted herein or with our prior written consent.

  $15 per hour for customized development work like adding new feature, functionality OR creating new landing page, website, PTS api integration with your website etc any kind of web development, mobile development work.

  $100 per month for each additional lead type.

  If you print, copy, modify, download, or otherwise use or provide access to any part of the Website or Services in violation of these Terms, your right to use the Website or Services will cease immediately. You must, at our discretion, return or destroy any copies of the materials you have made. No right, title, or interest in the Website or Services is transferred to you, and all rights not expressly granted are reserved by Ping Tree Systems. Any use of the Services not expressly permitted by these Terms constitutes a breach and may violate copyright, trademark, and other laws.

  You may not use any name, logo, tagline, or other trademark of Ping Tree Systems without obtaining our prior written consent.

• b. User Content

  All content that you upload or submit through the Platform, Website, or Services—including, but not limited to, images, photos, text, Subscriber Data, trademarks, slogans, trade dress, audio, videos, fonts, logos, and other materials (collectively referred to as “User Content”)—will remain your property. However, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable right and license to use, host, store, reproduce, modify, translate, create derivative works, publicly display, perform, and distribute your User Content in accordance with these Terms and for the purpose of providing the Website and Services.

  You understand and acknowledge that you are responsible for any User Content you provide, including its legality, reliability, accuracy, and appropriateness. We do not endorse or assume responsibility for any User Content and will not be liable for any loss or damage resulting from such content.

  We reserve the right, at our sole discretion and without obligation, to: (i) monitor User Content; (ii) modify, remove, or refuse to post any User Content on the Website or through the Services; (iii) disclose any User Content and the circumstances surrounding its transmission; and (iv) take appropriate legal action against any illegal or unauthorized User Content.

  If the Subscriber or any of its End Users provides suggestions or recommendations for changes to the Ping Tree Systems IP, new features or functionalities, or submits any comments (“Feedback”), Ping Tree Systems is free to use, without attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose. The Subscriber hereby assigns to Ping Tree Systems all rights, title, and interest in such Feedback.

6. FEES AND PAYMENT FOR SERVICES

• In exchange for the Services, Subscribers agree to pay Ping Tree Systems the fees outlined in our tiered pricing at https://www.pingtreesystems.com/pricing. Payments are to be made on a “pay-as-you-go” basis under the “BILLING” section or as otherwise agreed in writing (the “Fees”). The payment structure is based on your Subscription fee and any additional usage fees incurred if your account exceeds the allotted usage included in your Subscription, which covers the number of leads, inbound pings, and pre-pings utilized during the billing cycle.
• Usage fees are calculated based on our tiered pricing structure. For the initial Subscription fee, you agree to pay the Fees associated with your Ping Tree Systems subscription as specified in your Ping Tree Systems account. Your Subscription includes an allowance of 5,000 leads, 200,000 pre-pings, and 200,000 pings, which are subject to change at any time.
• Ping Tree Systems reserves the right to introduce new services for additional fees and charges, as well as to modify existing fees and charges at any time at its sole discretion. Any changes to our Fees will be reflected in our Payment Terms and will take effect in the billing cycle following the addition or amendment.
• By opting into a Ping Tree Systems subscription, you expressly acknowledge and agree to the following: (1) Ping Tree Systems is authorized to charge your credit card on file for the agreed monthly Subscription fee, along with any usage or overage fees incurred during your use of Ping Tree Systems, for the duration of your account; and (2) your Ping Tree Systems subscription will remain active until you cancel your account or until it is suspended, deactivated, or permanently closed in accordance with this Agreement. You further acknowledge and agree that Ping Tree Systems may charge your payment method on file for all subscription and usage/overage fees as outlined in this Agreement.
• If a Subscriber fails to make any payment when due: (i) Ping Tree Systems reserves the right to suspend access to the Services for any account that owes more than $50 USD at any given time and may charge interest on the overdue amount at an annual rate of 10%, calculated daily; and (ii) the Subscriber shall reimburse Ping Tree Systems for all reasonable costs incurred in collecting any late payments and interest, including attorneys’ fees, court costs, and collection agency fees. All amounts payable by the Subscriber under these Terms are exclusive of taxes and similar assessments. The Subscriber is responsible for all sales, use, and excise taxes, as well as any other similar taxes, duties, and charges imposed by any federal, state, or local governmental or regulatory authority on any amounts payable under these Terms, excluding taxes imposed on the Subscriber’s income.
• You may cancel your Ping Tree Systems account at any time, and your account will be closed at the end of the current billing cycle. You will remain responsible for any additional usage fees that may accrue between the time of cancellation and the end of the current billing cycle, which will be automatically billed to the payment method on file at that time. If you cancel your Ping Tree Systems account within seven (7) days of the initial activation, you may be eligible for a refund of the Fees paid, although no refunds are guaranteed. In the event that your Ping Tree Systems account is suspended or terminated, or if this Agreement is breached, you acknowledge and agree that you will not receive any refund for unused Subscription, usage, or other fees.
• Cancellations must be submitted atleast 1 day before your next billing cycle to avoid being charged for the following period.
• One Buyer API Integration per month per leadtype is free from our end.
• Each extra API integration will cost $120 one time.
• The current subscription price is valid for 1 year from the subscription start date.
• The subscription price will increase by 10% every year.
• The subscription will be suspended after a 3-day grace period if the outstanding invoice is not paid following a subscription payment failure.

7. Refunds

Ping Tree Systems (“the Platform”) provides a refund policy for users with unused account balances. If a user has not fully utilized the balance in their account, they may be eligible for a refund, subject to the terms and conditions outlined below.

• a. Eligibility for Refund

  Users of the Platform who have canceled their accounts may be eligible for a refund at the end of the billing cycle. To request a refund, users must submit their requests in writing to the Platform’s customer support team, where they will be reviewed and approved. Please note that refunds are not guaranteed.

  We offer a 7-day money-back guarantee if no support team assistance is used. No refunds will be provided for unused days. GST, taxes, currency conversion charges, and transfer fees will be deducted from the refund amount.

• b. Processing of Refund Requests

  The Platform will process refund requests within thirty (30) days of receiving the written request. If approved, the refund will be issued to the payment method on file for the account. Any applicable fees or charges associated with the refund will be deducted from the refunded amount.

• c. Modification of Refund Policy

  Ping Tree Systems retains the right to modify this refund policy at any time without prior notice. Any changes to the refund policy will take effect immediately upon posting the revised policy on the Platform’s website.

8. THIRD-PARTY MATERIALS

• The Website and Services may include various content, features, links, functionalities, extensions, and other services provided by third parties (collectively referred to as “Third-Party Materials”). Ping Tree Systems does not control these Third-Party Materials and is not responsible for their accuracy, completeness, timeliness, or reliability.
• Your use of and interaction with Third-Party Materials may be governed by separate terms and conditions established by those third parties. Ping Tree Systems is not responsible for any transmissions received from Third-Party Materials. The presence of Third-Party Materials does not imply endorsement by Ping Tree Systems or any affiliation with the third party. Each third party is solely responsible for providing support, maintenance, and technical assistance related to its Third-Party Materials. Should you choose to use or access any third-party websites linked to the Website or Services, you do so at your own risk and in accordance with the terms and conditions set forth by those third parties.
• You acknowledge and agree that we may, at any time and at our sole discretion, suspend, disable access to, or remove any Third-Party Materials without prior notice to you. Ping Tree Systems shall not be liable for any suspension, interruption, or removal of Third-Party Materials.

9. AUDIT RIGHTS

• The Subscriber agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years following the termination or expiration of their Subscription, specifically regarding the use of the Services. Ping Tree Systems reserves the right, at its own expense and with reasonable prior notice, to verify compliance with the Services and these Terms. If an inspection or audit reveals that the Subscriber has underpaid Ping Tree Systems any amounts due during the Term, the Subscriber shall promptly pay the necessary amounts to rectify such underpayment, including applicable interest. Should the audit determine that the Subscriber’s underpayment equals or exceeds 20% for any quarter, the Subscriber will be responsible for the costs associated with the audit. These inspection and auditing rights will extend throughout the Subscription Term and for two years following its termination or expiration. By exercising these rights, Ping Tree Systems does not waive its ability to enforce these Terms or to protect its intellectual property through other legal means.
• We reserve the right to suspend or terminate your account if we detect any violation of these terms or any fraudulent activity.

10. DISCLAIMER

• YOUR USE OF THE WEBSITE, THE SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE AND SERVICES IS AT YOUR OWN RISK. THE WEBSITE, SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PING TREE SYSTEMS NOR ANY PERSON ASSOCIATED WITH PING TREE SYSTEMS MAKES ANY WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS, SECURITY, TIMELINESS, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR SERVICES. PING TREE SYSTEMS DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE COMPATIBLE WITH OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR THAT THEY WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ADDITIONALLY, PING TREE SYSTEMS DOES NOT GUARANTEE THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, SERVICES, OR THE SERVER THAT MAKES EITHER AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
• TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THEM, OR AS A RESULT OF DOWNLOADING ANY MATERIAL POSTED ON THE WEBSITE OR ON ANY LINKED WEBSITES.
• THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. INDEMNIFICATION

• You agree to indemnify, hold harmless, and, at Ping Tree Systems’s option, defend Ping Tree Systems, its affiliates, licensors, and service providers, along with their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your (a) violation of these Terms or your use of the Website or Services, including but not limited to your User Content, any unauthorized use of the Services’ content, services, and products, or your use of any information or data obtained from the Website or Services; (b) negligence or willful misconduct; (c) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Ping Tree Systems or authorized by Ping Tree Systems in writing; (d) modifications to the Services not made by Ping Tree Systems, or (e) your storing or sharing of data. You may not settle any claim against Ping Tree Systems unless Ping Tree Systems consents to such settlement. Ping Tree Systems reserves the right, at its option, to defend itself against any such claim or to participate in the defense thereof with counsel of its own choice.

12. LIMITATION OF LIABILITY

• IN NO EVENT WILL PING TREE SYSTEMS BE LIABLE UNDER OR IN CONNECTION WITH THE WEBSITE, SERVICES, OR THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PING TREE SYSTEMS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR IF SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PING TREE SYSTEMS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO PING TREE SYSTEMS UNDER THESE TERMS IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. TERM AND TERMINATION

• a. Term

  The term of your Subscription begins on the Effective Date specified in the applicable Service Order and continues until the Subscription is terminated by either Party (the “Term”).

• b. Termination

  Either Party may terminate this Agreement for any reason with 30 days’ written notice. Ping Tree Systems may immediately terminate your Subscription upon written notice to the Subscriber if the Subscriber fails to pay any amount due under the Terms or Service Order, or breaches any other obligations set forth in the Terms.

• c. Effect of Expiration or Termination

  Upon expiration or earlier termination of the Subscription, or your access to the Website and/or Services, you shall immediately: (i) discontinue use of the Ping Tree Systems intellectual property (IP); (ii) delete, destroy, or return all copies of the Ping Tree Systems IP; and (iii) provide written certification to Ping Tree Systems that you have completed these actions. The expiration or termination of the Terms will not relieve the Subscriber of the obligation to pay all Fees that may have become due, nor will it entitle the Subscriber to any refund.

14. MANDATORY ARBITRATION OF DISPUTES AND CLASS ACTION WAIVER

All matters relating to the Website, the Services, and/or these Terms, including any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York. This shall be without regard to any choice or conflict of law provisions or rules, whether of the State of New York or any other jurisdiction.

Any legal suit, action, or proceeding arising out of or related to these Terms, the Services, or the Website shall be exclusively resolved through binding arbitration under the Rules of Arbitration of the American Arbitration Association (“AAA”). Such arbitration shall apply New York law and take place in New York County, New York. By agreeing to arbitration, you waive your right to a judge or jury in a court proceeding, and your grounds for appeal are limited.

In the event of a dispute, you must first send a notice of the dispute to Ping Tree Systems. This notice should include a written statement containing your name, address, and all relevant contact information, along with the facts giving rise to the dispute and the relief requested (the “Dispute Notice”). The Dispute Notice must be addressed to Ping Tree Systems, 38 Rosscraggon Rd Suite C, Asheville, NC 28803, USA, Attn: Legal. If you and Ping Tree Systems do not reach an agreement to resolve the dispute within sixty (60) days after Ping Tree Systems receives the Dispute Notice, either party may commence an arbitration proceeding pursuant to this Section. Following the submission and receipt of the Dispute Notice, both parties agree to act in good faith to resolve the dispute before initiating arbitration.

• a. Class Action Waiver

  You expressly waive any ability to maintain a class action in any forum. Any arbitration, claim, or other proceedings between you and Ping Tree Systems shall be conducted on an individual basis and not as a class action, mass action, or on a consolidated or representative basis. Neither party will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties involved in all affected arbitrations or proceedings.

• b. Arbitration Procedure

  The arbitration will be administered by the American Arbitration Association (AAA) and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”), in conjunction with the rules set forth in these Terms. The parties agree that the arbitration shall be limited to the resolution of individual claims only; the AAA may not administer any multiple claimant or class arbitration. The AAA Rules can be found at www.adr.org. In the event of a conflict between the AAA Rules and these Terms, these Terms shall prevail. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or part of these Terms is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

15. MISCELLANEOUS

• a. Entire Agreement

  These Terms, along with any other documents incorporated by reference, constitute the sole and entire agreement between the Parties regarding the subject matter addressed herein and supersede all prior and contemporaneous understandings, agreements, and representations.

• b. Notices

  All notices under these Terms must be in writing and may be delivered electronically. Notices to Ping Tree Systems shall be addressed to 38 Rosscraggon Road, Unit C, Asheville, North Carolina, 28803. Notices to the Subscriber shall be sent to the email address specified in the applicable Service Order.

• c. Force Majeure

  In no event shall Ping Tree Systems be liable to you or be considered to have breached these Terms for any failure or delay in performing its obligations, if such failure or delay is caused by circumstances beyond Ping Tree Systems’s reasonable control. This includes, but is not limited to, acts of God, floods, fires, earthquakes, explosions, wars, terrorism, invasions, riots or other civil unrest, strikes, labor stoppages or slowdowns, industrial disturbances, or the passage of laws or any actions taken by governmental or public authorities, including the imposition of an embargo.

• d. Children

  Neither the Website nor the Services are intended for individuals under the age of eighteen (18).

• e. Modification of Terms

  Ping Tree Systems may amend these Terms at any time and without prior notice at its sole discretion to revise and impose new terms and conditions regarding access to or use of the Website or the Services. Such revisions shall be effective immediately upon notice, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on our Website. You are responsible for reviewing the Terms periodically for any modifications that may affect your rights or obligations hereunder. ANY ACCESS OR USE OF OUR WEBSITE OR THE SERVICES BY YOU AFTER MODIFICATION OF THESE TERMS SHALL CONSTITUTE AND BE DEEMED TO BE YOUR ACCEPTANCE OF SUCH MODIFICATIONS. No modification to these Terms by any party other than Ping Tree Systems shall be valid or enforceable against Ping Tree Systems unless expressly agreed to by Ping Tree Systems in a writing signed by a duly authorized officer of Ping Tree Systems.

• f. Waiver and Severability

  If any provision of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, it shall not affect any other provision or render the provision invalid, illegal, or unenforceable in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary, ensuring that the remaining provisions of the Terms remain in full force and effect.

• g. Waiver

  No waiver by Ping Tree Systems of any term or condition set forth in these Terms shall be considered a further or continuing waiver of such term or condition, nor shall it be deemed a waiver of any other term or condition. Additionally, any failure by Ping Tree Systems to assert a right or provision under these Terms shall not be interpreted as a waiver of such right or provision.

• h. Assignment

  You may not assign any of your rights or delegate any of your obligations under these Terms, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Ping Tree Systems. Any purported assignment or delegation in violation of this Section will be null and void. Furthermore, no assignment or delegation will relieve the assigning or delegating Party of any of its obligations under these Terms. Notwithstanding the foregoing, Ping Tree Systems may assign these Terms at any time without notice to you. These Terms are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

• i. Jurisdictional Issues

  Ping Tree Systems makes no representations that the Services are appropriate or available for use outside the United States. Individuals who choose to access the Services, or any part thereof, from outside the United States do so at their own risk and are responsible for compliance with applicable local laws.

• j. Equitable Relief

  You agree that a breach of these Terms would cause irreparable harm and significant injury to Ping Tree Systems, making it difficult to ascertain damages that would be compensable. Therefore, you acknowledge that Ping Tree Systems has the right to enforce these Terms through injunction (without the necessity of posting bond), specific performance, or other equitable relief, in addition to any other rights and remedies available for your breach of these Terms.

• k. Relationship of the Parties

  Ping Tree Systems and the Subscriber are independent contractors. These Terms do not establish a partnership, joint venture, agency, fiduciary, or employment relationship between Ping Tree Systems and the Subscriber.

• l. Marketing

  The Subscriber acknowledges and agrees that Ping Tree Systems may use the Subscriber’s name, trademark, or logo solely for the purpose of marketing the Services.

16. INSURANCE

• Subscribers shall obtain and maintain adequate workers’ compensation, commercial general liability, errors and omissions, and other forms of insurance, with insurers and policy limits sufficient to protect and indemnify Ping Tree Systems, along with its officers, directors, agents, subsidiaries, partners, members, controlling persons, shareholders, successors, and assigns, from any losses arising from the Subscriber’s breach of these Terms. Upon Ping Tree Systems’s request, Subscribers shall list Ping Tree Systems as an additional insured under such policy and provide a certificate of insurance verifying this coverage to Ping Tree Systems.

17. CONTACT US

• If you have any questions or suspect a violation of these Terms, please feel free to contact us here.