These Terms of Service (“Terms”) are a legally binding agreement between you (a single natural or legal person, hereinafter referred to by the term (hereinafter “Customer” or “You” or words of similar import) and Pentane, Inc., a Wyoming corporation located at 30 N. Gould Street, Suite N, Sheridan, WY 82801 (hereinafter “Pentane”, or “Us”, “We”, “Our” or words of similar import) with regard to Your use of the Services as further described below.
IMPORTANT – PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY REQUESTING, ACCESSING OR USING THE SERVICES IN ANY FORM OR MEDIA, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ AND UNDERSTANDS THESE TERMS AND THAT CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE OR DOES NOT WISH TO BECOME A PARTY TO THESE TERMS, CUSTOMER SHOULD NOT REQUEST, ACCESS OR USE THE SERVICES. CUSTOMER CONFIRMS THAT IT UNDERSTANDS THESE TERMS AND AGREES TO BE BOUND BY THESE TERMS BY EXECUTING AN ORDER FORM OR ONLINE ORDERING DOCUMENT REFERENCING THESE TERMS. ANY ORDER FORM OR ONLINE ORDERING DOCUMENT OR WEBPAGE PROVIDED BY PENTANE SHALL BE REFERRED TO HEREIN AS AN “ORDER FORM” OR “SOF”.
IF CUSTOMER IS ENTERING INTO THESE TERMS ON BEHALF OF (AND FOR USE ON BEHALF OF) A COMPANY, GOVERNMENTAL ENTITY OR OTHER ENTITY (AN “ENTITY”), CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. THE TERM “CUSTOMER” REFERENCED HEREIN REFERS TO: (1) THE ENTITY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES OR (2) YOU, AS AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY.
THE “EFFECTIVE DATE” FOR THESE TERMS IS THE EARLIER OF THE FIRST DATE OF ANY APPLICABLE ORDER FORM OR THE FIRST DAY CUSTOMER REQUESTS, USES OR ACCESSES THE SERVICES. EACH ORDER FORM MAY NOT BE CANCELLED ONCE THESE TERMS HAS BEEN ACCEPTED, AND NO REFUNDS WILL BE GRANTED.
We update these Terms from time to time. If you have an active subscription to the Subscription Service (defined below), Pentane will let You know when we update these Terms via in-application notification or by email (if You subscribe to receive email updates). If you do not have an active subscription, an updated set of terms will be indicated by the “Date last modified” date below.
Date last modified: August 6, 2024
“Affiliates” means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity.
“Authorized User” means individuals who are authorized by You to use the Services. Authorized Users consist of Your employees, advertising agencies, and contractors.
“Customer Support Services” means any consulting, implementation, configuration, training, or other professional services that may be provided to You under a SOF.
“Data” means text, images, documents, materials, statistics, graphics, and all other forms of data or communication.
“Data Protection Laws” means all laws related to privacy, data protection, or collection of, access to, or processing of Personal Information that are applicable to a party in connection with its activities relating to these Terms as the same may be amended from time-to-time, including the EU General Data Protection Regulation, UK Data Protection Act 2018, the Federal Act on Data Protection of Switzerland, the California Consumer Privacy Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Virginia Consumer Data Protection Act, and the Utah Consumer Privacy Act.
“Documentation” means any manual and other documentation regarding the Subscription Service made generally available by Pentane to its customers, as maybe updated from time to time.
“Login Information” means an Authorized User’s name, job title, and business email address, which may be collected by Pentane when an Authorized User registers for and uses the Portal.
“Materials” means any work product, deliverables, programs, interfaces, modifications, configurations, reports, documentation or other material delivered in the performance of Customer Support Services.
“SOF” or “Order Form” means the document signed by You that further described the Services You are purchasing. The Order Form may be a statement of work and may be completed via the Pentane website at the time of a transaction.
“Our Data” means all Data that We make available to You in connection with the Services. Our Data also includes knowledge database articles that may be made available from time to time via the Portal.
“Personal Information” means information about your [customers] and has the meaning as set forth in the Data Privacy laws. You shall not make available to Pentane any Personal Information.
“Portal” means Pentane’s client portal, accessible via a username and password, that allows You to access the Services You have ordered.
“Process” (including any grammatically inflected forms thereof) means any operation or set of operations which is performed on Data or on sets of Data, whether or not by automated means, including without limitation collection, recording, organization, structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Services” means the specific Subscription Service(s), the Portal, Customer Support Services, Materials, and Our Data identified in the applicable Order Form and provided to You under these Terms. You acknowledge and agree that we shall only provide you with the specific Services specified on the Order Form, and not any other products or services that Pentane may offer.
“Subscription Service” means Pentane’s proprietary subscription-based software solution(s) identified in the applicable Order Form.
“User Data” means any Personal Information of your Authorized Users that we may collect and use in order to provide the Services to You.
“Usage Data” means anonymized or aggregated data, statistics, usage analytics and analysis derived from the Services and Your use thereof.
“Your Data” means any anonymized or pseudonymized Data or Personal Information of your customers, supporters, followers or prospects or that to the extent We Process such Data or Personal Information solely on Your behalf under these Terms. Your Data includes any data or materials that You receive from a third party (or authorize a third party to provide to Pentane, such as data from a social media platform or an advertising agency). Your Data shall not include any Personal Information unless (a) the parties have executed Pentane’s Data Protection Addendum, and (b) the Order Form states that Personal Information shall be provided for the performance of Services.
SERVICES.
Subject to these Terms, and in consideration for the payment of fees set forth on the applicable Order Form, Pentane will provide Services to You that involve the use of Your Data in order to provide various analytics services to You as further set forth in an Order form or SOF. Except for User Data, You will not share any sensitive or identifiable Personal Information with us.
We hereby grant to You, solely during the term of the applicable Order Form, a non-exclusive, non-transferable (except as set forth in Section 13 (Assignment)) license to access and use the Services solely for Your internal business purposes. This license is restricted to use by You and Your Authorized Users and does not include the right to use the Services on behalf of any third party. Any Services not expressly identified on the SOF shall not be provided. You are responsible for procuring and maintaining the network connections that connect You to the Services.
If You have purchased Customer Support Services, then the Customer Support Services are provided under the terms of these Terms and the applicable SOF. Any Customer Support Services not expressly identified on the SOF shall not be provided.
Pentane will use commercially reasonable efforts to provide the Subscription Services in accordance with the Service Level Addendum incorporated into these Terms.
YOUR OBLIGATIONS.
You are responsible for all activities conducted, or directions or instructions issued, by You or under Your Authorized User logins and for Your Authorized Users’ compliance with these Terms. Unauthorized use, resale, or commercial exploitation of the Services in any way is expressly prohibited. You shall not (and shall not allow Your Authorized Users or any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Services; or (ii) access the Services to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services. Except as expressly permitted in these Terms, You shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license to access and use the Services to any third-party. You and Your Authorized Users will not attempt to or actually re-identify any previously aggregated, identified, or anonymized data that is provided to You in Our Data. You shall be liable for any breach of these Terms by any of Your Authorized Users. In addition to Our other remedies hereunder, We reserve the right upon notice to You to terminate any Authorized User’s right to access the Services if such Authorized User has violated any of the restrictions contained in these Terms.
You are solely responsible for all Your Data, including the accuracy, integrity, and quality of Your Data and You retain ownership of all right, title, and interest in and to all Your Data. You represent and warrant that: (i) You either own fully and outright or otherwise possess and have obtained (and paid for) all rights, approvals, licenses, consents, clearances, releases, and permissions as are necessary to provide Your Data for use in connection with the Services; (ii) Your Data, or any use thereof as permitted by these Terms, shall not infringe the intellectual property rights or proprietary rights of a third party; and (ii) You shall comply with all laws, ordinances, codes, regulations, rules, policies, regulations and procedures and the requirements of any other public or private authority in the provision of Your Data hereunder; (iii) Your Data has been lawfully collected pursuant to a prominent and publicly accessible privacy notice, on Your respective digital properties and/or otherwise at the point of collection, that satisfies the transparency, choice and other requirements of applicable Data Protection Laws regarding collection, use and disclosure, and (iv) the transfer of such data to Pentane and use and/or disclosure in connection with the Services will conform with all applicable data protection law, Your privacy notice and any agreement to which You are bound, and You will not instruct or direct Pentane to receive, store, transfer, use or disclose such data in a manner that would violate any of the foregoing.
You will clearly and conspicuously post notices regarding the collection, transfer, and use of data in connection with the sharing of Your Data with Pentane to provide the Services and such notice shall (i) be in compliance with all applicable Digital Advertising Alliance Self-Regulatory Principles; and (ii) include an appropriate choice mechanism to offer consumers an opportunity to opt out from targeted or behavioral advertising such as interest-based or cross-contextual advertising. Neither You nor Your Authorized Users shall use the Services to: (a) send, upload or otherwise transmit Your Data that is unlawful or invasive of another’s privacy; (b) upload or otherwise transmit, display or distribute Your Data that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit Your Data or any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Services or networks connected to the Services; or (e) violate any applicable law or regulation.
You are responsible for ensuring that You and any third party that provides data files follow industry recommended security practices to ensure no security vulnerabilities are introduced into Pentane’s environment. Pentane will have no liability to You or any third party as a result of any failure to adhere to such practices.
You will issue appropriate instructions to all Authorized Users having access to Your Data concerning the terms, conditions, and restrictions contained in these terms and Pentane’s privacy policy. You will ensure that reasonable safeguards are in place to prevent unauthorized access to or use or disclosure of Your Data. Only those Authorized Users who have reason to access Your Data pursuant to the purposes permitted under these terms may, at any time, access or use Your Data within Pentane’s environment.
You hereby grant to Us a worldwide, non-exclusive, royalty-free right and license to (a) use Your Data to provide the Services to You, and (b) to use Your Data in combination with other data for the purpose of providing the Services, including creating Insights and Benchmark Category Insights. You acknowledge and agree that during the term of these Terms and thereafter, We may collect, analyze, copy, display and use Usage Data for the purposes of providing, operating, analyzing, and improving the Services and other Pentane products and services. Pentane may disclose Usage Data to its partners, customers, and on its public facing website for the purposes of benchmarking and online marketing, provided however Pentane will not disclose any Usage Data unless it is in an aggregated and anonymized format that would not permit a third party to identify the data as associated with You or any individual.
FEES.
You agree to pay Us for Services provided and expenses incurred on the basis and at the rates specified in each SOF. Payment will be automatically paid in either monthly or annual increments, as selected by You at checkout, and will be billed to the credit card on file via Stripe. You will be notified immediately if the credit card on file is declined and will have five (5) business days to update the payment method, after which account access will cease until a new payment method is updated and payment is completed.
Fees are exclusive of taxes. You are responsible for the payment of all sales, use and similar taxes arising from or relating to the Services rendered hereunder, except for taxes related to Our net income and any taxes or obligations imposed upon Us under federal, state and local wage laws.
THE “YOU’RE FIRED” GUARANTEE (when applicable)
Pentane’s Commitment: Pentane firmly believes in the significant value its services offer.
Efficiency Improvement Guarantee: When applicable, if your company does not experience a material improvement within 90 days of subscribing to Pentane, as measured via the Pentane Efficiency Score (PES) and determined in Pentane’s sole discretion, Pentane reserves the right to close your account and provide a full refund. You will have the option to continue with Pentane should you decide, regardless of changes to PES, and will be notified via email with available options prior to cancellation. After cancellation, you will be considered terminated from utilizing our services.
Rationale: If the Company’s systems fail to enhance outcomes, indicating an unsuitable fit between your company and Pentane, we would rather see your company invest in other products in attempt to achieve better outcomes.
Maintaining Active Status
Ensuring Continued Engagement: To avoid termination, it is crucial to actively engage with the Pentane system and utilize the provided content. Adherence to the guidance provided is essential, and proactive measures to improve efficiency are encouraged, enabling Pentane to contribute to better outcomes.
Account Closure and Refund
Inactive Account Policy: Failure to regularly log in and check data after signing up for an account may result in Pentane’s decision terminate your account.
Fired Status Communication: We will maintain open communication with you regarding your impending “fired” status. You will have the option to “opt out” of termination should you choose to do so. If no action is taken, the following steps will be taken:
– Account Closure
– Full Refund of paid fees (up to 90 days)
Reinstatement Policy
Second Chances: We believe in second chances, but reinstatements are taken seriously. Pentane is committed to providing services that hold value for you and your business.
Reinstatement Conditions: Should Pentane decide to grant you a second opportunity, metrics showing improvement must be evident within an additional 90-day period. Failure to show improvement or instances of an account clearly remaining inactive will result in permanent termination.
Final Termination: Should the need for termination arise again, it will be definitive and irrevocable.
Cordial Relations: We still want to be friends, it just might get awkward when we run into each other at the grocery store 🙂
CONFIDENTIALITY OF CUSTOMER PROFIT AND LOSS STATEMENTS AND SENSITIVE FINANCIAL DATA
At Pentane, we are committed to protecting the confidentiality and security of your financial information. We understand the sensitivity of your profit and loss statements and assure you that this information will remain strictly confidential. Pentane will never disclose, share, or sell your, or any, related financial data to any third party, except as required by law or with your explicit consent. We employ stringent security measures to safeguard your data and ensure it is used solely for the purpose of providing our services to you.
OTHER CONFIDENTIALITY.
During the term of these Terms, each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature. Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the Discloser, without any obligation of confidentiality; (ii) becomes known to the Recipient directly or indirectly from a source other than one having an obligation of confidentiality to the Discloser; (iii) becomes publicly known or otherwise publicly available, except through a breach of these Terms; or (iv) is independently developed by the Recipient without use of the disclosing party’s Confidential Information.
The Services are Pentane’s Confidential Information.
Each party (a “Recipient”) shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) to not disclose or use any Confidential Information of the other party (a “Discloser”) except as reasonably necessary to perform Recipient’s obligations or exercise Recipient’s rights pursuant to these Terms or with the Discloser’s prior written permission. Either party may disclose the Confidential Information of the other on a need-to-know basis to its Affiliates, and to its and their employees, agents, contractors and service providers bound by confidentiality obligations at least as restrictive as those in this section. To the extent required by Law, Recipient’s disclosure of Discloser’s Confidential Information shall not be considered a breach of these Terms provided that Recipient promptly provides Discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. Discloser shall have the right to seek injunctive relief to enjoin any breach or threatened breach of this section, it being acknowledged by the parties that other remedies may be inadequate.
LIMITED WARRANTY.
We warrant that during the term of any SOF for the Subscription Service, the Subscription Service will conform, in all material respects, with its Documentation. We make no warranty regarding features or services provided by third parties. For any breach of the above warranty, We will, at no additional cost to You, provide remedial services necessary to enable the Subscription Service to conform to the warranty. You will provide Us with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. The remedies set out in this section are Your sole remedies for breach of this warranty. This warranty will only apply if the Services have been utilized by You in accordance with the SOF and these Terms.
WE DO NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED. THE WARRANTIES STATED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY US. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.
OUR INTELLECTUAL PROPERTY.
You acknowledge and agree that as between Us and You, all right, title and interest in and to the (i) Services (and all our other products and services) and (ii) all improvements, derivatives, enhancements, modifications, releases, configurations, methodologies, related technologies, and the like (“Modifications”) to the Services created by any party, and (iii) any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied in (i) and/or (ii) or associated therewith are and shall remain Ours or Our licensors’ sole and exclusive property, and We in no way convey any right or interest in the Services or any Modifications other than a limited license to use the Services in accordance herewith. We also retain ownership of all right, title and interest in and to all Usage Data. We retain ownership of any and all methods, know-how or techniques related to our Services, including without limitation, the programming and processing of data, developed by Us prior to or while providing the Services.
LIMITATION OF LIABILITY.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR YOUR BREACH OF OUR INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA AND LOST PROFITS AND COSTS, IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES, OR THE PERFORMANCE OF ANY OTHER OBLIGATIONS UNDER THESE TERMS, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THESE TERMS, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO US UNDER THE ORDER FORM FOR THE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TERM & TERMINATION.
These Terms will begin on the Effective Date as set forth above and will continue until otherwise terminated under this Section 11. The term of each SOF shall be set forth on the SOF. We reserve the right to change the rates, applicable charges and usage policies for all Services (or any part thereof) and to introduce new charges, in each case to be effective at the start of the next renewal date, by providing You written notice (by email) of the change at least 60 days prior to the next renewal date.
Either party may terminate these Terms or any SOF (i) immediately in the event of a material breach of these Terms or any such SOF by the other party that is not cured within thirty (30) days of written notice from the other party, or (ii) immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. Termination of a SOF will not terminate these Terms. Termination of these Terms will however terminate all outstanding SOFs. Either party may also terminate these Terms by providing 30 days’ prior written notice to the other party, if there are no outstanding SOFs then currently in effect. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of these Terms and each SOF.
Upon any termination or expiration of these Terms or any applicable SOF, We will no longer provide the applicable Services to You, and You will stop using the Services. You will pay Us for all fees that had accrued prior to the termination date. Within thirty (30) days following termination of these Terms, each party will promptly return or destroy Confidential Information of the other party in its possession (provided that any Confidential Information that is Your Data shall be deleted in accordance with the process outlined below). Within thirty (30) days following termination (the “Data Retrieval Period”), You may retrieve Your Data in accordance with established and reasonable system access procedures. After such period, We will have no further obligation to store and/or make available Your Data and shall delete the same within thirty (30) days following the end of the Data Retrieval Period.
INDEMNIFICATION
We will indemnify, defend and hold You harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against You alleging that the use of the Services as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party. Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Services in violation of these Terms or applicable law, (b) use of the Services after We notify You to discontinue use because of an infringement claim, (c) any claim relating to Your Data, (d) modifications to the Services made by anyone other than Us (where the claim would not have arisen but for such modification), (e) the combination, operation, or use of the Services with software, materials, data or equipment which was not provided by Us, to the extent that Your liability for such claim would have been avoided in the absence of such combination, operation, or use; or (f) compliance by Us with Your custom requirements or specifications if and to the extent such compliance with Your custom requirements or specifications resulted in the infringement. If the Services are held to infringe, We will, at Our own expense, in Our sole discretion use commercially reasonable efforts either (a) to procure a license that will protect You against such claim without cost to You; (b) to replace the Services with non-infringing Services without material loss of functionality; or (c) if (a) and (b) are not commercially feasible, terminate these Terms or the applicable SOF and refund to You any prepaid unused fees paid to Us for the infringing Services. The rights and remedies granted to You under this Section 12 state Our entire liability, and Your exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise.
You shall indemnify, defend, and hold Us harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against Us that arises out of or results from a claim resulting from Your breach of Section 3 (Your Obligations).
The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying party shall not settle any claim without the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost).
GENERAL PROVISIONS.
Modifications to these Terms.
We may modify any part or all of these Terms by posting a revised version at Pentane.com. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or via in-application notification. If You would like to receive an email notification when Pentane updates these Terms, please email Pentane at support@Pentane.com. If You do not agree with a modification to these Terms, You must notify Pentane in writing within thirty (30) days after Pentane sends notice of the revision. If You give Us this notice, then Your Order Form will continue to be governed by the terms and conditions of the Terms prior to modification until Your next renewal date, after which the current terms posted will apply.
Entire Agreement.
These Terms, including all terms and conditions incorporated herein via URL or reference, and all SOFs, contains the entire agreement between the parties, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Other than as set forth above in the paragraph titled “Modifications to these Terms”, only a written amendment that refers to these Terms or the applicable SOF and that is signed by both parties may amend these Terms or such SOF. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by You shall be of no force or effect, even if the purchase order is accepted by Us. In the event of any conflict between the terms of these Terms and any SOF, the SOF shall control. These Terms shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting these Terms in construing or interpreting the provisions hereof.
Assignment.
These Terms shall be binding upon and for the benefit of each party and their permitted successors and assigns. Either party may assign these Terms and all SOF as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Except as expressly stated in these Terms, neither party may otherwise assign its rights or delegate its duties under these Terms either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. Notwithstanding the foregoing, we may use Affiliates independent contractors or subcontractors to assist in the delivery of Services; provided, that We remain liable for the actions or omissions of the Affiliates, independent contractors or subcontractors and for the payment of their compensation.
Feedback.
You acknowledge that any suggestions, comments, improvements, ideas, requests for Modifications or feedback provided to Us relating to the Services or any of Our other services (the “Feedback”) are voluntarily provided by You, and You agree that the Feedback may be used by Us without compensation, accounting or attribution to You, and You hereby grant Us a transferable, sub-licensable, worldwide, perpetual, irrevocable, royalty-free, fully paid up right and license to freely exploit and make available all Feedback.
Governing Law.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA without regard to its conflict of law provisions. Any dispute arising between the parties will be settled in an action commenced and maintained in any court sitting in New York, New York. The parties irrevocably consent and submit to the exclusive personal jurisdiction of such courts if there is any dispute between them and agree not to challenge or assert any defense to the jurisdiction of such courts.
Relationship of the Parties.
Each party is an independent contractor, and nothing in these Terms shall be construed as a partnership or creating the relationships of employer and employee, or principal and agent, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.
Force Majeure.
Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.
Notices.
Pentane may provide notices to You via email or via the Portal. You must provide notices to Pentane by email to support@Pentane.com. Either party may change its address by giving written notice of such change to the other party.
No Third-Party Beneficiaries.
Nothing contained in these Terms is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person.
Modifications to the Services.
We may make modifications to the Services or particular components of the Services from time to time provided that such modifications do not materially degrade any functionality or features of the Services.
Waiver and Severability.
Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under these Terms will not be deemed a waiver or forfeiture of such rights.
The invalidity or unenforceability of one or more provisions of these Terms will not affect the validity or enforceability of any of the other provisions hereof, and these Terms will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.
By using or accessing the Site in any manner, you acknowledge that you accept the practices and policies outlined in this Privacy Statement, and you hereby consent that we will collect, use, and share your information in the following ways.
If you have a disability, you may access this Privacy Statement in an alternative format by contacting privacy@Pentane.com
Please remember that your use of Pentane’s Site is subject to the Pentane Terms of Service posted at https://Pentane.com/terms-of-service
What this Privacy Statement Covers
The Pentane Privacy Statement covers how we treat Personal Data that we gather when you:
• Visit our Site or other sites or applications that display or link to this Privacy Statement;
• Visit our branded social media pages;
• Visit our offices;
• Receive communications from us or otherwise communicate with us, including but not limited to emails, phone calls, texts or faxes; or
• Register for, attend or take part in our events, webinars, programs, or trainings.
“Personal Data” means any information that identifies or relates to a particular individual and also includes information referred to as “personally identifiable information” or “personal information” under applicable data privacy laws, rules or regulations.
This Privacy Statement does not apply to the extent we process Personal Data in the role of a processor or service provider on behalf of our clients, including where we offer to our clients various products and services through which our clients (or their affiliates) collect, use, share or process Personal Data via our products and services.
For detailed privacy information related to a Pentane client or a client affiliate who uses Pentane products and services as the controller, please contact our client directly. We are not responsible for the privacy or data security practices of our clients, which may differ from those explained in this Privacy Statement.
This Privacy Statement does not cover the practices of companies we don’t own or control or people we don’t manage.
If you are a Pentane client, please remember that your use of Pentane’s Services is subject to the agreement between you and Pentane governing your use of such Services, and not this Privacy Statement.
Personal Data of Children
We do not knowingly collect or solicit Personal Data about children under 18 years of age; if you are a child under the age of 18, please do not attempt to use the Site or send us any Personal Data. If we learn we have collected Personal Data from a child under 18 years of age, we will delete that information as quickly as possible. If you believe that a child under 18 years of age may have provided Personal Data to us, please contact us at privacy@Pentane.com
Categories of Personal Data
The categories of Personal Data that we collect and have collected over the past 12 months is detailed in the chart below:
Category of Personal Data
Personal Data We Collect
Third Parties With Whom We Share Personal Data:
Profile or Contact Data
• First and last name
• Email
• Phone number
• Service Providers
• Advertising Partners
• Analytics Partners
• Business Partners
Device/IP Data
• IP address
• Device ID
• Domain server
• Type of device/operating system/browser used to access the Site
• Service Providers
• Advertising Partners
• Analytics Partners
• Business Partners
Web Analytics
• Web page interactions
• Referring webpage/source through which you accessed the Site
• Non-identifiable request IDs
• Statistics associated with the interaction between device or browser and the Site
• Service Providers
• Advertising Partners
• Analytics Partners
• Business Partners
Inferences Drawn From Other Personal Data Collected
• Profiles reflecting user attributes
• Profiles reflecting user behavior
• Service Providers
• Advertising Partners
• Analytics Partners
• Business Partners
Other Identifying Information that You Voluntarily Choose to Provide
• Identifying information in emails or letters you send us
• Service Providers
• Advertising Partners
• Analytics Partners
• Business Partners
[Other]
• Service Providers
• Advertising Partners
• Analytics Partners
• Business Partners
We will not collect additional categories of Personal Data or use the Personal Data we collected for materially different, unrelated or incompatible purposes without providing you notice.
Categories of Sources from which Personal Data is Collected
We collect Personal Data about you from the following sources:
• You
• When you provide such information directly to us.
• When you use our interactive tools on the Site.
• When you voluntarily provide information in free-form text boxes through the Site or through responses to surveys or questionnaires.
• When you send us an email or otherwise contact us.
• When you use the Site and information is collected automatically through cookies as further described in the tracking tools and opt out section below.
• Third Party Vendors and Advertising Partners
• We may use analytics providers to analyze how you interact and engage with the Site, or third parties may help us provide you with client support.
• We may use vendors to obtain information to generate leads.
• We receive information about you from some of our vendors who assist us with marketing or promotional services related to how you interact with our Site, applications, advertisements or communications.
When you visit or log in to our website, cookies and similar technologies may be used by our online data partners or vendors to associate these activities with other personal information they or others have about you, including by association with your email or home address. We (or service providers on our behalf) may then send communications and marketing to these email or home addresses. You may opt out of receiving this advertising by emailing support@pentane.com.
Business or Commercial Purposes for Collecting Personal Data:
• Providing you with the information you request.
• Meeting or fulfilling the reason you provided the information to us.
• Providing support and assistance for the Site.
• Improving the Site, including testing, research internal analytics and product development.
• Personalizing the Site, website content and communications based on your preferences.
• Doing fraud protection, security and debugging.
• Carrying out other business purposes stated when collecting your Personal Data or as otherwise set forth in applicable data privacy laws, such as the California Consumer Privacy Act (the “CCPA”).
• Marketing the Site
• Marketing and selling our products and services.
• Showing you advertisements, including interest-based or online behavioral advertising.
• Corresponding with You
• Responding to correspondence that we receive from you, contacting you when necessary or requested, and sending you information about our products and services.
• Sending emails and other communications according to your preferences or that display content that we think will interest you.
• Meeting Legal Requirements and Enforcing Legal Terms
• Fulfilling our legal obligations under applicable law, regulation, court order or other legal process, such as preventing, detecting and investigating security incidents and potentially illegal or prohibited activities.
• Protecting the rights, property or safety of you, Pentane or another party.
• Responding to claims that any posting or other content violates third-party rights.
• Resolving disputes.
Categories of Third Parties with whom we share Personal Data
We disclose your Personal Data to the third parties listed in this section.
• Service Providers.
These parties help us provide the Site or perform business functions on our behalf. They include:
• Hosting, technology and communication providers.
• Security and fraud prevention consultants.
• Support and customer service vendors.
• Advertising Partners.These parties help us market our products and services and provide you with other offers that may be of interest to you. They include:
• Ad networks.
• Data brokers.
• Marketing providers.
• Social media services.
• Analytics Partners.These parties provide analytics on web traffic or usage of the Site. They include:
• Companies that track how users found or were referred to the Site.
• Companies that track how users interact with the Site.
• Business Partners.These parties partner with us in offering various services. They include:
• Businesses that you have a relationship with.
• Companies that we partner with to offer joint promotional offers or opportunities.
Legal Obligations
We may share any Personal Data that we collect with third parties in conjunction with any of the activities set forth under “Meeting Legal Requirements and Enforcing Legal Terms” in the “Our Commercial or Business Purposes for Collecting Personal Data” section above.
Business Transfers
All of your Personal Data that we collect may be transferred to a third party if we undergo a merger, acquisition, bankruptcy or other transaction in which that third party assumes control of our business (in whole or in part). Should one of these events occur, we will make reasonable efforts to notify you before your information becomes subject to different privacy and security policies and practices.
Data that is Not Personal Data
We may create aggregated, de-identified or anonymized data from the Personal Data we collect, including by removing information that makes the data personally identifiable to a particular user. We may use such aggregated, de-identified or anonymized data and share it with third parties for our lawful business purposes, including to analyze, build and improve the Site and promote our business, provided that we will not share such data in a manner that could identify you.
Tracking Tools and Opt-Out
The Site uses cookies and similar technologies such as pixel tags, web beacons, clear GIFs and JavaScript to enable our servers to recognize your web browser, tell us how and when you visit and use our Site, analyze trends, learn about our user base and operate and improve our Site. Cookies are small pieces of data– usually text files – placed on your computer, tablet, phone or similar device when you use that device to access our Site. If you use a location-enabled browser, we may receive information about your location. We may also supplement the information we collect from you with information received from third parties, including third parties that have placed their own Cookies on your device(s). Please note that because of our use of Cookies, the Site does not support “Do Not Track” requests sent from a browser at this time.
We use the following types of Cookies:
• Essential Cookies. Essential Cookies are required for providing you with features or services that you have requested. For example, certain Cookies enable you to log into secure areas of our Site. Disabling these Cookies may make certain features and services unavailable.
• Functional Cookies. Functional Cookies are used to record your choices and settings regarding our Site, maintain your preferences over time and recognize you when you return to our Site. These Cookies help us to personalize our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
• Performance/Analytical Cookies. Performance/Analytical Cookies allow us to understand how visitors use our Site. They do this by collecting information about the number of visitors to the Site, what pages visitors view on our Site and how long visitors are viewing pages on the Site.
Performance/Analytical Cookies also help us measure the performance of our advertising campaigns in order to help us improve our campaigns and the Site’ content for those who engage with our advertising. For example, Google Inc. (“Google”) uses cookies in connection with its Google Analytics services. Google’s ability to use and share information collected by Google Analytics about your visits to the Site is subject to the Google Analytics Terms of Use and the Google Privacy Statement. You have the option to opt-out of Google’s use of Cookies by visiting the Google advertising opt-out page at www.google.com/privacy_ads.html or the Google Analytics Opt-out Browser Add-on at https://tools.google.com/dlpage/gaoptout/.
You can decide whether or not to accept Cookies through your internet browser’s settings. Most browsers have an option for turning off the Cookie feature, which will prevent your browser from accepting new Cookies, as well as (depending on the sophistication of your browser software) allow you to decide on acceptance of each new Cookie in a variety of ways. You can also delete all Cookies that are already on your device. If you do this, however, you may have to manually adjust some preferences every time you visit our website and some of the Site and functionalities may not work.
To explore what Cookie settings are available to you, look in the “preferences” or “options” section of your browser’s menu. To find out more information about Cookies, including information about how to manage and delete Cookies, please visit http://www.allaboutcookies.org/ or https://ico.org.uk/for-the-public/online/cookies/ if you are located in the European Union.
Data Security
We endeavor to protect the privacy of your Personal Information we hold in our records, but unfortunately, we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.
Data Retention
We retain Personal Data about you for as long as necessary to provide you with our Site. In some cases we retain Personal Data for longer, if doing so is necessary to comply with our legal obligations, or as otherwise permitted or required by applicable law, rule or regulation. We may further retain information in an anonymous or aggregated form where that information would not identify you personally.
California Resident Rights
If you are a California resident, you have the rights set forth in this section. Please see the “Exercising Your Rights” section below for instructions regarding how to exercise these rights. Please note that we may process Personal Data of our clients’ end users or employees in connection with our provision of certain services to our clients. If we are processing your Personal Data as a service provider, you should contact the entity that collected your Personal Data in the first instance to address your rights with respect to such data.
If there are any conflicts between this section and any other provision of this Privacy Statement and you are a California resident, the portion that is more protective of Personal Data shall control to the extent of such conflict. If you have any questions about this section or whether any of the following rights apply to you, please contact us at privacy@Pentane.com
Access
You have the right to request certain information about our collection and use of your Personal Data over the past 12 months. In response, we will provide you with the following information:
• The categories of Personal Data that we have collected about you.
• The categories of sources from which that Personal Data was collected.
• The business or commercial purpose for collecting or selling your Personal Data.
• The categories of third parties with whom we have shared your Personal Data.
• The specific pieces of Personal Data that we have collected about you.
If we have disclosed your Personal Data to any third parties for a business purpose over the past 12 months, we will identify the categories of Personal Data shared with each category of third party recipient.
Deletion
You have the right to request that we delete the Personal Data that we have collected about you. Under the CCPA, this right is subject to certain exceptions: for example, we may need to retain your Personal Data to provide you with the Site or complete a transaction or other action you have requested. If your deletion request is subject to one of these exceptions, we may deny your deletion request.
Exercising Your Rights
To exercise the rights described above, you or your Authorized Agent (defined below) must send us a request that (1) provides sufficient information to allow us to verify that you are the person about whom we have collected Personal Data, and (2) describes your request in sufficient detail to allow us to understand, evaluate and respond to it. Each request that meets both of these criteria will be considered a “Valid Request.” We may not respond to requests that do not meet these criteria. We will only use Personal Data provided in a Valid Request to verify your identity and complete your request. You do not need an account to submit a Valid Request.
We will work to respond to your Valid Request within 45 days of receipt. We will not charge you a fee for making a Valid Request unless your Valid Request(s) is excessive, repetitive or manifestly unfounded. If we determine that your Valid Request warrants a fee, we will notify you of the fee and explain that decision before completing your request.
You may submit a Valid Request using the following methods:
• Email us at: privacy@Pentane.com
You may also authorize an agent (an “Authorized Agent”) to exercise your rights on your behalf. To do this, you must provide your Authorized Agent with written permission to exercise your rights on your behalf, and we may request a copy of this written permission from your Authorized Agent when they make a request on your behalf.
Personal Data Sales Opt-Out and Opt-In
We will not sell your Personal Data and have never done so.
We will not discriminate against you for exercising your rights under the CCPA. We will not deny you our goods or services, charge you different prices or rates, or provide you a lower quality of goods and services if you exercise your rights under the CCPA.
Other State Law Privacy Rights
California Resident Rights
Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to contact us to prevent disclosure of Personal Data to third parties for such third parties’ direct marketing purposes; in order to submit such a request, please contact us at privacy@Pentane.com
Nevada Resident Rights
We do not currently sell your Personal Data as sales are defined in Nevada Revised Statutes Chapter 603A.
Privacy Notice for EU Residents
If you are a resident of the European Union (“EU”), United Kingdom, Lichtenstein, Norway, or Iceland, you may have additional rights under the EU General Data Protection Regulation (the “GDPR”) with respect to your Personal Data, as outlined below.
For this section, we use the terms “Personal Data” and “processing” as they are defined in the GDPR, but “Personal Data” generally means information that can be used to individually identify a person, and “processing” generally covers actions that can be performed in connection with data such as collection, use, storage and disclosure.
Pentane may process Personal Data of our clients’ end users or employees in connection with our provision of services to clients, and we are the processor of any such Personal Data. Please contact your employer, the controller party. in the first instance to address your rights with respect to such data. Pentane may also be the controller of Personal Data processed in connection with the Site.
If there are any conflicts between this section and any other provision of this Privacy Statement, the policy or portion that is more protective of Personal Data shall control to the extent of such conflict. If you have any questions about this section or whether any of the following applies to you, please contact us at privacy@Pentane.com
Personal Data We Collect
The “Categories of Personal Data” section above details the Personal Data that we collect from you.
Personal Data use and Processing Grounds
The “Business or Commerical Purposes for Collecting Personal Data” section above explains how we use your Personal Data.
We will only process your Personal Data if we have a lawful basis for doing so. Lawful bases for processing include consent, contractual necessity and our “legitimate interests” or the legitimate interest of others, as further described below.
• Legitimate Interest: We process Personal Data when we believe it furthers the legitimate interest of us or third parties. Examples of these legitimate interests include:
• Operation and improvement of our business, products and services
• Marketing of our products and services
• Protection from fraud or security threats
• Compliance with legal obligations
• Completion of corporate transactions
• Consent: In some cases, we process Personal Data based on the consent you expressly grant to us at the time we collect such data. When we process Personal Data based on your consent, it will be expressly indicated to you at the point and time of collection.
• Other Processing Grounds: From time to time we may also need to process Personal Data to comply with a legal obligation, if it is necessary to protect the vital interests of you or other data subjects, or if it is necessary for a task carried out in the public interest.
Sharing Personal Data
The “Categories of Third Parties with whom we share Personal Data” section above details how we share your Personal Data with third parties.
EU Data Subject Rights
You have certain rights with respect to your Personal Data, including those set forth below. For more information about these rights, or to submit a request, please email privacy@Pentane.com Please note that in some circumstances, we may not be able to fully comply with your request, such as if it is frivolous or extremely impractical, if it jeopardizes the rights of others, or if it is not required by law, but in those circumstances, we will still respond to notify you of such a decision. In some cases, we may also need you to provide us with additional information, which may include Personal Data, if necessary to verify your identity and the nature of your request.
• Access: You can request more information about the Personal Data we hold about you and request a copy of such Personal Data.
• Rectification: If you believe that any Personal Data we are holding about you is incorrect or incomplete, you can request that we correct or supplement such data.
• Erasure: You can request that we erase some or all of your Personal Data from our systems.
• Withdrawal of Consent: If we are processing your Personal Data based on your consent (as indicated at the time of collection of such data), you have the right to withdraw your consent at any time. Please note, however, that if you exercise this right, you may have to then provide express consent on a case-by-case basis for the use or disclosure of certain of your Personal Data, if such use or disclosure is necessary to enable you to utilize some or all of our Site.
• Portability: You can ask for a copy of your Personal Data in a machine-readable format. You can also request that we transmit the data to another controller where technically feasible.
• Objection: You can contact us to let us know that you object to the further use or disclosure of your Personal Data for certain purposes.
• Restriction of Processing: You can ask us to restrict further processing of your Personal Data.
• Right to File Complaint: You have the right to lodge a complaint about Pentane’s practices with respect to your Personal Data with the supervisory authority of your country or EU Member State.
Transfers of Personal Data
The Site is hosted and operated in the United States (“U.S.”) through Pentane and its service providers, and if you do not reside in the U.S., laws in the U.S. may differ from the laws where you reside. By using the Site, you acknowledge that any Personal Data about you, regardless of whether provided by you or obtained from a third party, is being provided to Pentane in the U.S. and will be hosted on U.S. servers, and you authorize Pentane to transfer, store and process your information to and in the U.S., and possibly other countries. You hereby consent to the transfer of your data to the U.S. pursuant to (i) a data processing agreement incorporating standard data protection clauses promulgated by the European Commission, (ii) binding corporate rules for data protection that align with the GDPR’s requirements, or (iii) adherence to an industry- or technology-specific approved code of conduct blessed by the European Commission.
Changes to this Privacy Statement
We’re constantly trying to improve our Site, so we may need to change this Privacy Statement from time to time as well, but we will alert you to changes by placing a notice on www.Pentane.com or by some other means. Please note that if you’ve opted not to receive legal notice emails from us (or you haven’t provided us with your email address), those legal notices will still govern your use of the Site, and you are still responsible for reading and understanding them. If you use the Site after any changes to the Privacy Statement have been posted, that means you agree to all of the changes. Use of information we collect now is subject to the Privacy Statement in effect at the time such information is collected.
Contact Information
If you have any questions or concerns regarding our privacy policies, please send us a detailed message to privacy@Pentane.com, and we will try to resolve your concerns.