Panjiva Terms of Use Agreement

  1. Acceptance of Terms.

    Welcome to Panjiva! Panjiva provides a publicly accessible website to promote its services and limited access, fee–based services to assist Panjiva’s customers in identifying the right overseas supplier.

    BY ACCEPTING THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”), YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

    You hereby represent and warrant that you have the legal authority to bind the organization named in your registration form, if any, and if such an organization is named, such organization, and any employee or consultant of such organization whom such organization has authorized to use THIS WEBSITE and who is bound in writing to comply with all applicable restrictions of this agreement shall be “You” for the purpose of this agreement. If no such organization is named, then “You” shall refer to you individually.

    This Agreement applies to all Panjiva online services and features unless otherwise indicated.

  2. Scope of Service.

    Panjiva, Inc. (“Panjiva” or “we”) maintains this website as a service to our users who visit and use the site following payment of the applicable Fees, if any (as defined in Section 9 below), subject to this Agreement. The term “website” includes all services and features available on panjiva.com and related sub–domains, (i) which are publicly accessible and (ii) to which you have access pursuant to the type of service you have purchased (the “Plan”). You are responsible for obtaining any equipment and Internet service necessary to access our website and for any paying any fees for the equipment and service you select.

  3. License to Website Content.

    Subject to your payment of the applicable Fee (as defined in Section 9 below) and this Agreement, Panjiva hereby grants to you a limited, non–transferable, non–exclusive, non–sublicensable, right and license to access and use the Content (as herein defined) of this website. The term “Content” means all information, text, images, data, links, or other material posted on the sections of the website that are (i) publicly available and (ii) available to you pursuant to your Plan, whether created by us or provided by a third party for display on the website and whether viewed on–line or printed by you.

    You may view, copy, download, and print Content that is available to you on this website, subject to the following conditions:

    1. The Content may be used solely for your internal informational and business purposes. No part of this website or its Content may be reproduced, transmitted or otherwise distributed in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
    2. Copyright, trademark, and other proprietary notices may not be removed.

    Nothing contained on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this website or any Content displayed on this website, through the use of framing or otherwise, except: (a) as expressly permitted by this Agreement; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this website.

    ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY PANJIVA.

  4. Intellectual Property Rights.

    Unless otherwise noted, all Content contained on this website is the property of Panjiva and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.

  5. Content Submitted by Users.

    1. Accuracy. You may use this website without volunteering personally identifiable information. Please refer to our Privacy Policy for additional information on our practices for handling personally identifiable information. However, if you choose to provide information to register for or participate in a service, event, or promotion on this website, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.
    2. Submissions. All information submitted to Panjiva via this website shall be deemed and remain the property of Panjiva and Panjiva shall be free to use, for any purpose, any idea, concepts, know–how or techniques contained in information a visitor to this site provides Panjiva through this site. Panjiva shall not be subject to any obligations of confidentiality regarding submitted information except as stated in our Privacy Policy or as otherwise specifically agreed or required by law.

  6. Links to Third–Party Websites.

    This website may contain links to non–Panjiva websites that are provided to you as a convenience. Any outside website accessed from our website is independent from Panjiva, and we have no control over the content of such websites. We are not responsible for the content of any linked website or for any loss or damage incurred in connection with your use such links or dealings with the operators of such non–Panjiva websites.

  7. No Implied Endorsements.

    In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Panjiva of that third party or of any product or service provided by a third party. Likewise, a link to any non–Panjiva website does not imply that we endorse or accept any responsibility for the content or use of such website.

  8. Security.

    When you register to participate in certain services offered on this website, you may be required to establish a login identifier and a password. You are responsible for protecting your login and password from unauthorized use, and you are responsible for all activity that occurs on your account. You agree to notify us immediately if you believe that your login or password has been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your login and password.

  9. Fees.

    1. Fees. If you have purchased a Plan, certain rights granted to you hereunder are subject to your full payment of the applicable fee(s) set forth on the website (the “Fees”).
    2. Invoices. All invoices, if any, shall be due and payable in full within thirty (30) days from the invoice date. Panjiva may charge a late fee on all past due amounts at the rate of 1.5% per month or, if lower, the maximum rate permitted by applicable law. You should pay all of our costs and expenses (including reasonable attorneys’ and auditors’ fees) if legal action is required to collect outstanding balances or to enforce any of our other rights hereunder or at law.
    3. Payment Terms; Taxes. All Fees are payable in U.S. Dollars. Fees are exclusive of any applicable taxes, including without limitation, sales, use, value–added, and withholding taxes, and you shall pay all such taxes when due (other than taxes on Panjiva’s net income).
    4. Refund. In the event we terminate your access to our website pursuant to Section 10(b) for reasons other that your breach of this Agreement, we shall refund to you the pro rata portion of the Fees for the unused portion of your Plan.

  10. Term and Termination.

    1. Term. This Agreement shall remain in full force and effect from the activation of your Plan until the expiration of such Plan, unless earlier terminated as provided herein.
    2. Termination. We may terminate your access to our website, in our sole discretion, for any reason and at any time, upon electronic notice to you at the e–mail address provided by you at registration. Except as provided in Section 9(d), you agree that we are not liable to you or any third party for any termination of your access to our website.
    3. Survival. Sections 4, 5(b) and 9–18 shall survive the termination or expiration of this Agreement for any reason.

  11. Disclaimer of Warranty.

    Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Content. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through this website.

    ALL TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON–INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, PANJIVA DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS WEBSITE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  12. Limitation of Liability.

    IN NO EVENT SHALL PANJIVA BE LIABLE TO ANY USER OF THIS WEBSITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

  13. Indemnification.

    You agree to indemnify, hold harmless and defend Panjiva from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, reasonable attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of this website.

  14. Jurisdictional Issues.

    We make no representation that information on this website is appropriate or available for use outside the United States. Those who choose to access this website from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.

  15. Enforcement.

    1. Governing Law. This Agreement shall be governed and interpreted pursuant to the laws of the State of New York, United States of America.
    2. Disputes. All disputes arising out of or relating to this Agreement shall be finally resolved by arbitration conducted in the English language in New York, New York, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of New York. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, we shall be entitled to seek injunctive relief, security, or other equitable remedies from the United States District Court for the Southern District of New York or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator’s authority, void, and unenforceable.

  16. Severability.

    If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

  17. Assignment.

    Neither this Agreement nor the licenses granted herein are transferable by you without the prior written consent of Panjiva, which may be granted or withheld in Panjiva’s sole discretion. For purposes of this Section 17, a merger, acquisition or other change of control shall be deemed to be an assignment. This Agreement shall inure to the benefit of the parties and their successors and permitted assigns.

  18. Entire Agreement.

    This Agreement constitutes the entire agreement between the parties relating to the subject matter herein. This Agreement may only be amended or modified by a written instrument signed by each party.

  19. For Additional Information

    If you have any questions about the rights and restrictions above, please contact Panjiva by email at info@panjiva.com.