PANYL.COM TERMS AND CONDITIONS OF USE

Welcome to www.panyl.com (the “Site”), a web site that provides you with access to Content including services and products relating to self-adhesive design materials that may be affixed to furniture surfaces for customization. By accessing and using the Site you are agreeing to the Terms and Conditions of Use as set forth below (these “Terms of Use”). We reserve the right, at our discretion, to change the Terms of Use from time to time, at any time. Please check the Site periodically for changes. By continuing to access and use the Site following the posting of changes, you accept and agree to the revised Terms of Use.

As set forth in these Terms of Use, the words “you” and “your” refer to each individual accessing the Site whether or not under an issued User Name and Password. The words “PANYL”, “we”, “us” and “our” refer to PANYL Inc. acting on behalf of itself and, where applicable, its third party licensors. In addition to the lower case words “we” “us” “our” “you” and “your”, each of which is defined above, you will notice that we capitalize additional words in these Terms of Use even though grammatical rules do not require capitalization. We do this because in the context of these Terms of Use, these words have specific meanings which can be found where the capitalized words are placed in bold text inside parentheses and quotation marks.

1. Rights and Conditions

You may access and view the Content on your computer or other Internet compatible device, and use the services and products offered on the Site solely in connection with your personal, non-commercial use. In addition, you may make single copies or prints of the Content on the Site for your personal, internal use only. Any commercial distribution, publishing or exploitation of the Site, or any Content on the Site, is strictly prohibited unless you have received the express prior permission of PANYL or the applicable rights holder. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, reverse engineer, create derivative works from, sell or otherwise exploit any Content on the Site. If you make other use of the Site, or the Content thereon, except as otherwise provided above, you may be violating copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. PANYL will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. We will not be responsible or liable for any loss or damage arising from your failure to comply with any of the foregoing restrictions or conditions.

2. Content

The content made available on the Site, including text, images, graphics, logos, designs, audio, video and other information, code, data and materials (the “Content”) is provided to you without charge as a convenience and for your information only. Content will have a variety of origins, including product information generated and provided by us, your Submitted Materials, submissions of other users and information, data and materials of third parties. The statements and views of the authors of Content submitted by other users or third parties are theirs alone, and are neither endorsed by, nor intended to reflect the views or policies of PANYL. Furthermore, we do not provide any warranty that the Content is or will be:

  •   accurate or complete;

  •   current (or that it will be updated);

  •   error free (either technically or with respect to typographical errors); and/or

  •   free from interruptions, errors, computer viruses or other harmful components.

You may make use of the Content under the rights set forth in these Terms of Use but under no circumstances will we be liable for any loss or damage caused by your reliance on Content. It is, therefore, your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other elements of the Content. We strongly suggest you consult your own advisor(s) before relying on any advice or information you obtain on or through the Site. We do not assume any liability for these matters.

3. Trademarks

The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Site are registered and unregistered Trademarks of ours and others and may not be used unless authorized by the trademark owner. All Trademarks not owned by us that appear on the Site or on or through the Site’s services are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without our written permission or that of the third party rights holder. Your misuse of the Trademarks displayed on the Site is strictly prohibited.

4. Registration

In order to use certain services offered on the Site you will have to register with the Site. If you elect to register with the Site you will: (a) agree to submit complete, accurate, and current information and data about you as required during the registration process (the “Registration Information”); and (b) maintain and promptly update Registration Information. If you submit any information that is inaccurate or incomplete, or PANYL has a reasonable belief to suspect that such is the case, PANYL has the right to suspend or terminate your account and use of the account immediately.

As part of the registration process, you may be issued dual authentication credentials in the form of a unique user identification (“User Name”) and a password (“Password”). Your commitment to maintaining the strict confidentiality of that information is a material condition of your access and use of the Site including the services. You must not use or allow others to use your User Name and Password and you agree to: (a) immediately notify us of any unauthorized use of your User Name or Password account or any other breach of security related to the Site; and (b) ensure that you log-off and exit from your account at the end of each session. It is also your responsibility to notify us if you desire to cancel your account. We will not be responsible or liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

5. PANYL’s Privacy Policy

Our collection of certain information about you including the Registration Information (collectively “User Information”) is subject to the Site’s Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

6. Submitted Materials

Any information, creative works, ideas, suggestions, concepts, methods, designs, plans, techniques or other materials submitted or sent to us on your own or at our request (including that which you post to our blog or sent to us via e-mail) (“Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the Site’s Privacy Policy. We fully disclaim all responsibility for preserving the confidentiality of Submitted Materials. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived; and (ii) you grant to us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. In all events, you expressly represent and warrant that you own all necessary rights to provide Submitted Materials and grant us the licenses and assign them to us as specified in these Terms of Use and that our licensed use of your Submitted Materials as described above will not violate any rights of or require any compensation to any third party. We cannot be responsible for maintaining any Submitted Materials that you provide to us, and we may delete or destroy any such Submitted Materials at any time. You should retain all such data and information in your own records for use in the event that the Site fails or is unavailable, or the data information is lost.

7. Prohibited User Conduct

You warrant and agree that, while using the Site and the various services and features offered on or through the Site, you shall not: (a) retrieve, alter, or destroy Content on, from or through the Site; (b) probe, scan or test the vulnerability of a system or network on, from or through the Site; (c) breach or defeat system or network security measures on, from or through the Site such as authentication, authorization, confidentiality, intrusion, detection or monitoring; (d) interfere with or disrupt the Site or our business, operations or services; (e) interfere with or disrupt any computer, host, network, or telecommunications device we maintain or which is maintained by any of our third party suppliers; (f) remove, modify or obscure any proprietary rights notices that we place on any component of the Site; (g) interfere with or disrupt the legitimate use of the Site by any person; (h) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of accessing, logging-in or registering on the Site or for any services or features offered on or through the Site, or obtaining lists of users or obtaining or accessing other information or features on, from or through the Site or the services offered on or through the Site, including, any information residing on any server or database connected to the Site or any services offered on or through the Site; (i) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (j) transmit, distribute, disseminate, publish or store any information that is in violation of any applicable law or regulation or constitutes or contains false or misleading indications of origin, endorsement or statements of fact or is fraudulent, libelous, defamatory, abusive, obscene, indecent, or harassing, or that threatens or encourages injury to persons or property or infringement of the lawful rights of any party; (k) violate the privacy rights of any party under applicable law or regulation; (l) use any technology that is or reasonably should be known to contain software viruses, Trojan horses, or any computer code, files, or programs designed to disrupt, destroy, invade, gain unauthorized access to, corrupt, observe, or modify without authorization, any of our data, software, computing or network devices, or telecommunications equipment, or those of any authorized user; or (m) use the Site to send, relay, forward, bounce, reply, or otherwise route commercial or non-commercial unsolicited electronic messages (commonly referred to as “spam”) or commercial electronic messages, even if previously solicited by the intended recipient, including by inserting your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services including chain letters or pyramid schemes of any kind.

8. Public Forums

PANYL may, from time to time, make message boards, blogs, other forums and other such services available on or through the Site. In addition to these Terms of Use you shall comply with any other rules or regulations that we may post in connection with a particular service. You alone are responsible for the content and consequences of any of your activities.

It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on the Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, proprietary or confidential information in your comments to our public forums.

9. Right to Monitor and Editorial Control

PANYL reserves the right, but does not have an obligation, to monitor and/or review all materials posted to the Site or through the Site’s services and PANYL is not responsible for any such materials posted by users. However, PANYL reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in PANYL’s sole discretion are objectionable or in violation of this Terms of Use, PANYL’s policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our Terms of Use or applicable law, or for any other reason without notice of liability.

10. Orders for Products and Services

We may make certain products available to visitors and registrants of the Site. You may only order products if, and you hereby represent and warrant that, you are 18 years old or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products that you purchase on or through the Site may be subject to additional terms and conditions presented to you at the time of such purchase or download.

11. Third Party Web Sites

We may provide hyperlinks or pointers to other web sites maintained by third parties or may provide third party content on the Site by framing or other methods (collectively, “Links”). Some of these sites may engage in commerce and thereby permit you to make purchases of goods and services they offer. Links are provided for your convenience and information only. We reserve the right to terminate a Link at any time without notice. The fact that we provide a Link does not mean that we endorse, authorize or sponsor that web site or offering or that we are affiliated with the third party web site's owners or sponsors. Neither the sites nor parties to which a Link will bring you are not under our control and as such we are not responsible in any way for their availability, content, advertising, products or materials, including any further links their sites may contain. This means that once you follow a Link, you are no longer subject to our Privacy Policy. You should, therefore, carefully review the privacy statements and other conditions of use and sale related to any Links. You should direct any concerns with respect to any third party web site to that web site's administrator or webmaster.

12. Disclaimer, Liability and Indemnity

IN ALL EVENTS, THE SITE, ITS CONTENT AND ANY OTHER INFORMATION, PRODUCTS OR SERVICES ON IT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We control and operate the Site within the United States of America (the “United States”). We do not represent that the Site or its content, including the services are appropriate or lawful for use in other locations or that our operation (including our processing and handling of Submitted Materials) will comply with all local laws. Users who choose to access the Site from outside the United States or provide Submitted Materials as citizens of non-U.S. jurisdictions, do so of their own initiative, and are responsible for compliance with local laws, if and to the extent applicable.

We do not warrant that the Site will operate in an uninterrupted or error-free manner or that the Site is free of viruses or other harmful components. Use of the Site is at your own risk. Except for the access and use rights expressly granted in Section 1 of these Terms of Use, nothing on the Site or in any of the content it provides is or shall be deemed a grant of any right, title or interest, by license or otherwise, in or to any PANYL intellectual property or technology. IF YOU ARE DISSATISFIED WITH THE SITE OR ITS SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE ITS USE.

NEITHER PANYL NOR ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR REPRESENTATIVES (the “PANYL Parties”), SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING CLAIMS OF DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), ARISING OUT OF OR RELATING TO YOUR USE OF, OR THE INABILITY TO USE, THE SITE, ITS CONTENT, OR SERVICES THAT YOU ACCESS THROUGH PANYL.

You agree to defend, indemnify and hold the PANYL Parties harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site, or your breach or violation of the law or of these Terms of Use. PANYL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with PANYL’s defense of such claim.

13. Intellectual Property Rights

As between you and PANYL, we own, are the exclusive owners of all rights, title and interest, including intellectual property rights (including copyrights, patents and trademarks), proprietary rights (including trade secrets and data base rights) and moral rights (including rights of attribution and authorship) throughout the world in and to the Site, its look and feel, design and organization, and the compilation of the content, code, data and materials thereon.

14. Copyright Agent

We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to PANYL’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

• Your address, telephone number, and email address;

• A description of the copyrighted work that you claim has been infringed;

• A description of where the alleged infringing material is located;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent:

Dan Goldman

PANYL, Inc.

455 9th St

Brooklyn, NY 11215

voice: (888) 788-2426

fax: (888) 788-2426

e-mail: info@panyl.com

15. Term and Termination

These Terms of Use apply to all users of the Site at all times until we supersede and replace them. We may at any time terminate, change, suspend, add to or discontinue any aspect of the Site itself, or your right to use it, including your account, without notice or liability to you.

16.Governing Law.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York and the U.S. federal laws enforced within, without regard to principles of conflicts of laws. All proceedings relating to PANYL or these Terms of Use shall be brought in the state or federal courts located in the Eastern District of New York and you hereby irrevocably consent to the personal and exclusive jurisdiction of such courts.

17. Miscellaneous

Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use. We may assign our rights and duties under these Terms of Use to any party at any time without notice to you. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Site or the Terms of Use must be filed by you within one (1) year after such claim or cause of action arises or be forever barred. Should any provision of these Terms of Use be held to be unenforceable, the remaining provisions hereof shall remain in full force and effect. The waiver of any breach of these Terms of Use will not constitute a waiver of any other or future breach, and will not act to amend or negate the rights of the waiving party. You many not assign your rights or obligations hereunder. These Terms of Use constitute the complete agreement of the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings in relation thereto. The provisions of these Terms of Use pertaining to disclaimers, exclusion of damages, limitation of liability and indemnification shall survive termination. The word “including” is exemplary meaning “including, without limitation” or “including, but not limited to” unless otherwise indicated.