This PdShare Service Agreement (the "Agreement") describes the
terms and conditions on which PdShare ("we" or "our company")
offer services to you ("Customer" or "You"). By registering for
or using PdShare services, Customer agrees to be bound by the
following terms and conditions.
1. Eligibility for PdShare Services.
Our Services are available only to individuals and business
entities (including but not limited to sole proprietorships)
in good legal standing that can form legally binding
contracts under applicable law. Customer hereby represents
and warrants that it is duly licensed to do business and is
in good legal standing in the jurisdictions in which it does
business (during the term of this Agreement) that it is not
a competitor of PdShare, and that the person agreeing to
this Agreement for Customer is at least eighteen years of
age and otherwise capable of and authorized to enter binding
contracts for Customer.
2. PdShare Services
Subject to the terms and conditions of this Agreement,
PdShare makes certain Services available to Customer. For
the purposes of this Agreement: (a) "Customer" (or "you")
means the individual or business entity that is using or
registering to use the Services, including its employees and
agents; (b) PdShare "Services" means those electronic or
interactive services offered by PdShare. PdShare Online
reserves the right to change or discontinue any of the
Services at any time.
3. Ownership
You acknowledge that all materials (except those uploaded by
users) provided on this Web site, including but not limited
to information, documents, products, logos, graphics,
sounds, gui, software, and services (collectively
"Materials"), are provided either by PdShare or by their
respective third party authors, developers and vendors
(collectively "Third Party Providers") and the underlying
intellectual property rights are owned by PdShare and/or its
Third Party Providers. Elements of the Web site are
protected by trade dress and other laws and may not be
copied or imitated in whole or in part. PdShare, the PdShare
logo and other PdShare products referenced herein are
trademarks of PdShare, and may be registered in certain
jurisdictions. All other product names, company names,
marks, logos, and symbols may be the trademarks of their
respective owners.
4. Customer Information
Customer represents and warrants that the information it
provides in PdShare contact information forms is true,
accurate, current and complete. Customer agrees to maintain
and update this information to ensure that it is true,
accurate, current and complete. If, at any time, any
information provided by Customer is untrue, inaccurate, not
current or incomplete, PdShare will have the right to
suspend or terminate Customer's account and this Agreement.
5. Customer Account
5.1 Authorized Users
Customer may designate persons to act as its agents to use
the Services, provided that each designated person has the
legal capacity to enter into binding contracts for Customer.
Furthermore, Customer represents and warrants that each
person who registers under Customer's account is an
authorized agent of Customer (an "Authorized User") who has
such legal capacity.
5.2 Responsibility for Access
Customer is solely responsible and liable for any and all
access to and use of the Services (including all activities
and transactions) by any Authorized User and/or User ID
registered under Customer's account, unless such access to
or use of the Services is the direct result solely of the
gross negligence of PdShare. It is Customer's
responsibility, through its systems administrator Authorized
User, to set the appropriate access for each of Customer's
Authorized Users.
5.3 Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the
confidentiality of Customer access information, i.e. account
ID's and passwords of its Authorized Users, and are
responsible for all activities that occur under your
account.
5.4 Notification of Unauthorized Use
Customer will immediately notify PdShare if Customer notices
any activity indicating that Customer's account or data is
being used without authorization, including: (a) Customer
has received confirmation of an order or orders placed using
Customer's account which Customer did not place or any
similar conflicting report; or (b) Customer becomes aware of
any unauthorized use of any product or service related to
its account(s).
6. Customer Data
Customer has sole responsibility and liability for the data
its stores on PdShare's servers. Customer controls its data
through its generated link. PdShare encourages Customer to
archive its data regularly and frequently; Customer bears
full responsibility for archiving its data and sole
liability for any lost or irrecoverable data. Customer
agrees to maintain its data in compliance with its legal
obligations. PdShare will delete Customer data upon
termination of this Agreement. However, PdShare may retain
Customer data in its archives after deletion and will not be
liable to Customer in any way for such retained data.
6.1 Special Circumstances
PdShare will provide access to the Services and Customer's
data to an agent of Customer ("Authorized Agent") who
provides PdShare with a notarized letter signed by an
officer of Customer which letter shall include statements of
authenticity, authority, and liability as required by
PdShare in its sole discretion. Customer expressly and
irrevocably agrees that PdShare may rely on such a letter
and on the apparent authority of the person requesting
access to the Services or to Customer's account. In no event
will PdShare be liable to Customer or any third party for
PdShare's reliance on such letter or such apparent
authority.
8. Acceptable Use
You agree to not use PdShare's Service to:
a. upload, post, e-mail, transmit or otherwise make
available any Content that spreads messages of terror or
depicts torture or death-gui; if serious enough, the content
will be reported to the appropriate legal authority and/or
the member's ISP will be contacted;
b. harm minors in any way, this includes any form of
child pornography; if serious enough, the content will be
reported to the appropriate legal authority and/or the member's
ISP will be contacted;
c. upload, post, e-mail, transmit or otherwise make
available any Content that infringes any patent, trademark,
trade secret, copyright or other proprietary rights of any
party.
8.1 Illegality/Adult Content
PdShare neither sanctions nor permits site content or the
transmission of data that contains illegal or obscene
material or fosters or promotes illegal activity, including
but not limited to, gambling, the offering for sale of
illegal weapons, and the promotion or publication of any
material that may violate hate crimes legislation.
PdShare reserves the right to immediately suspend or terminate
any account or transmission that violates this policy, without
prior notice.
Further, should Customer violate this policy, PdShare will
actively assist and cooperate with law enforcement agencies
and government authorities in collecting and tendering
information about Customer, Customer's site, the illegal or
obscene content, and those persons that may have
inappropriately accessed, acquired, or used the illegal or
obscene content.
8.2 Wrongful Conduct
Customer shall not commit or permit wrongful or damaging
acts which justify civil action including, but not limited
to, posting of defamatory, scandalous, or private
information about a person without their consent or
intentionally inflicting emotional distress.
8.3 Access and Interference
Violations or attempts to violate PdShare systems or to
interrupt PdShare services are strictly prohibited, and may
result in criminal and civil liability. Examples of system
violations include, without limitation:
(a) Unauthorized access to or use of PdShare Services,
including any attempt to probe, scan or test the
vulnerability of a system or to breach security or
authentication measures without express authorization of
PdShare; or (b) Interference with Service to any customer or
network including, without limitation, flooding, or
deliberate attempts to overload a system and broadcast
attacks; or (c) Use of any device, software, or routine to
interfere or attempt to interfere with the proper working of
the Services; or (d) Any action that imposes an unreasonable
or disproportionately large load on PdShare's infrastructure
Customer shall not decompile, disassemble, decrypt, extract,
reverse engineer or otherwise attempt to derive the source
code of the "software tools" (including the tools, methods,
processes, and infrastructure) underlying the Services or
any other software on the PdShare Web site.
8.4 Copyright or Trademark Infringement
PdShare Services may be used only for lawful purposes.
Transmission, distribution or storage of any material in
violation of any applicable law or regulation, including
export control laws, is prohibited. This includes, without
limitation, material protected by patent, copyright,
trademark, service mark, trade secret or other intellectual
property rights. If you use another party's material, you
must obtain prior authorization. By using the Services, you
represent and warrant that you are the author and copyright
owner and/or proper licensee with respect to any hosted
content and you further represent and warrant that no
content violates the trademark or rights of any third party.
PdShare reserves the right to suspend or terminate a
Customer's transmission(s) that, in PdShare's discretion,
violates these policies or violates any law or regulation.
8.5 Misuse of System Resources
Customer shall not misuse system resources including, but
not limited to, employing content which consume excessive
CPU time or storage space; utilizing excessive bandwidth; or
resale of access to content hosted on PdShare servers.
8.6 Other Activities
Whether lawful or unlawful, PdShare reserves the right to
determine what is harmful to its Customers, operations or
reputation, including any activities that restrict or
inhibit any other user from using and enjoying the Service
or the Internet.
Please be aware PdShare reserves the right to cancel any
account or transmission they find in violation of any of the
above policies. If appropriate, PdShare will refer
complaints to law enforcement authorities, and in such case,
PdShare will actively assist law enforcement agencies with
the investigation and prosecution of any such activities,
including surrendering Customer account and data
information.
Complaints about violators of our Policy should be sent via
e-mail to abuse@PdShare.com. Each complaint will be
investigated and may result to immediate cancellation of
Services without prior notice.
9. No Warranty
You expressly understand and agree that: (a) your use of the
Service is at your sole risk. PdShare Services are provided
on an "as is" and "as available" basis. PdShare and its
suppliers, to the fullest extent permitted by law, disclaim
all warranties, including but not limited to warranties of
title, fitness for a particular purpose, merchantability and
non-infringement of proprietary or third party rights.
PdShare and its suppliers make no warranties about the
accuracy, reliability, completeness, or timeliness of our
Services, software, or content; (b) PdShare makes no
warranty that (i) the Service will meet your requirements,
(ii) the service will be uninterrupted, timely, secure, or
error-free, (iii) the results that may be obtained from the
use of the service will be accurate or reliable, (iv) the
quality of any products, services, information, or other
material purchased or obtained by you through the Service
will meet your expectations, and (v) any errors in the
software will be corrected; (d) any material downloaded or
otherwise obtained through the use of the Service is done at
your own discretion and risk and that you will be solely
responsible for any damage to your computer system or loss
of data that results from the download of any such material;
(e) no advice or information, whether oral or written,
obtained by you from us or through or from the Service shall
create any warranty not expressly stated in these terms and
conditions.
10. Indemnity
You agree to defend, indemnify, and hold harmless PdShare,
its affiliates, officers, directors, employees and agents,
from and against any claims, actions or demands, including
without limitation reasonable legal fees, alleging or
resulting from your use the Service, or your breach of this
Agreement or other PdShare policies, terms and conditions.
11. Limitation of Liability
Your use of PdShare is at your own risk. If you are
dissatisfied with any aspect of our Service or with these
terms & conditions, or any other rules or policies, your
sole remedy is to discontinue use of the Service. You
expressly understand and agree that PdShare shall not be
liable for any direct, indirect, incidental, special,
consequential exemplary damages, including but not limited
to, damages for loss of profits, goodwill, use, data or
other intangible losses (even if we have been advised of the
possibility of such damages), resulting from: (I) the use or
the inability to use the Service; (II) the cost of
procurement of substitute goods and services resulting from
any goods, data, information or services purchased or
obtained or messages received or transactions entered into
through or from the Service; (III) unauthorized access to or
alteration of your transmissions or data; (IV) statements or
conduct of any third party on the service; or (V) any other
matter relating to the Service.
12. Modifications to Agreements, Policies or to our Services
We reserve the right to change this Service Agreement at any
time without notice. We also reserve the right at any time
to modify or discontinue the Service, temporarily or
permanently, with or without notice to you. You agree that
we shall not be liable to you or any third party for any
modification, suspension or discontinuance of the Service.
You acknowledge that we may establish general practices and
limits concerning use of the Service, including the maximum
disk space that will be allotted on PdShare's servers on
your behalf, and the maximum number of times (and the
maximum duration for which) you may access the Service in a
given period of time. Further, you acknowledge that PdShare
may change subscription fees at any time without notice.
Changes in subscription fees will take effect on expiration
of any existing Customer subscription.
13. Termination
13.1 Without limiting other remedies, PdShare may
immediately issue a warning, suspend (i.e., lock out access
and operation of Services for Customer) either temporarily
or indefinitely, or terminate Customer's account and refuse
to provide Services to Customer if: (a) PdShare believes
that Customer have violated or acted inconsistently with
this Agreement, or any of our policies; or (b) Customer have
failed to pay fees or other payments due to PdShare; or (c)
PdShare is unable to verify or authenticate any information
Customer provides to PdShare; or (d) PdShare believes that
Customer's actions may cause legal liability for Customer,
PdShare's other clients, or PdShare.
PdShare may also in its sole discretion and at any time
discontinue providing the Service, or any part thereof, with
or without notice. You agree that any termination of your
access to the Service under any provision of these terms and
conditions may be effected without prior notice, and
acknowledge and agree that PdShare may immediately
deactivate, archive or delete your account and all related
information and data and/or any further access to such data
or the Service. Further, you agree that PdShare shall not be
liable to you or any third-party for any termination of your
access to the Service.
Upon termination of this Agreement by either Customer or
PdShare, all of Customer rights under this Agreement, and
PdShare's provision of Services, will terminate immediately.
13.2 The Sections 6 ("Customer Data"), 9 ("No Warranty"),
10 ("Indemnity"), 11 ("Limitation Of Liability") and this
Section 13 will survive any termination of this Agreement.
14. Miscellaneous
These terms and conditions will be governed by and construed
in accordance with the laws of the State of California,
excluding that body of law governing conflict of laws. Any
legal action or proceeding relating to or arising out of
these Terms or your use of the Web site will be brought in a
federal or state court in Santa Clara County, California,
and you submit to the venue and personal jurisdiction of
such court. If any provision of these Terms is held to be
invalid or unenforceable, such provision will be enforced to
the greatest extent possible and the remaining provisions
will remain in full force and effect. Headings are for
reference purposes only and in no way define, limit,
construe, or describe the scope or extent of such section.
PdShare's failure to act with respect to a breach by
Customer or others does not waive PdShare's right to act
with respect to subsequent or similar breaches. No action by
Customer arising under this Agreement may be brought at any
time more than twelve (12) months after the facts occurred
upon which the cause of action arose.
14.1 Relationship
Customer and PdShare are independent contractors, and no agency,
partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by
this Agreement.
14.2 Assignment
Customer may not assign any of its rights, or delegate any of
its duties, under this Agreement, and any attempted assignment
will be null and void.
14.4 Force Majure
Operation of our Services may be interfered with by numerous
factors outside of our control and we shall not be liable to
you for any delay or failure in performance under this
Agreement resulting directly or indirectly from causes
beyond PdShare's control.
14.5 Interpretation
If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck, as narrowly
as possible, and the remaining provisions shall be enforced.
Headings are for reference purposes only and in no way
define, limit, construe or describe the scope or extent of
such section.
14.6 PdShare Confidential Information
You represent and warrant to PdShare that (a) you are not a
competitor of PdShare, (b) you shall keep publicly
unannounced information and materials pertaining to PdShare,
pre-release software, testing or testing procedures strictly
confidential and (c) you shall not use any information
gained from access to the PdShare Web site or use of the
PdShare Services to compete with PdShare in its business.
14.7 Exceptions
Except for other agreements or terms appearing on the Web
site, this Agreement set forth the entire understanding and
agreement between us with respect to the subject matter
hereof.
If you need any additonal information kindly contact us
by using contact form or mailing us directly at
mail[at]PdShare.com
– this includes the server along with the domain itself.
If for any reason you need to report abuse by an
individual that uploaded content to the server, please
contact abuse[at]PdShare.com
