Last Updated: June 9, 2023
NOTICE TO USER: PLEASE READ THIS TERMS OF USE (“TERMS OF USE”) CAREFULLY BEFORE ACCESSING AND/OR USING THIS WEBSITE AND/OR THE PIRANI SERVICE (COLLECTIVELY, THE “SERVICE”) GOVERNED BY THIS TERMS OF USE. THIS TERMS OF USE IS A LEGALLY BINDING AGREEMENT BETWEEN PIRANI CORP. (“PIRANI”, “OUR”, “US” OR “WE”), AND YOU, THE USER OF THE SERVICE (“USER”, “YOU” OR “YOUR”).
BY ACCESSING AND/OR USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS TERMS OF USE AND PIRANI’S PRIVACY POLICY (“PRIVACY POLICY”) (WHICH IS HEREBY INCORPORATED INTO AND MADE A PART OF THIS TERMS OF USE BY THIS REFERENCE) AND THAT YOU ARE BOUND BY THIS TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE, AND YOU SHALL IMMEDIATELY CEASE ACCESSING AND USING THE SERVICE.
1. ACCESS AND USE OF THE SERVICE.
a. Service Description. The Service provides support for the integration activities and functions of corporate governance, risk management, internal control and compliance. This integration helps facilitate improvements in business objectives through automation of the main corporate governance processes, and is supported by best practices and international standards that help organizations comply with industry-standard frameworks such as: ISO 31000, COSO-ERM, Basel, AS/NZS 4360, Sarbanes-Oxley, ISO 27001, ISO 19600.
b. Limited Right to Access and Use. Subject to this Terms of Use and the Service Agreement (“Service Agreement”) by and between Pirani and the contracted party, i.e., you or your employer (“Customer”), Pirani hereby grants you, and you hereby accept, a non-exclusive, non-transferrable, revocable, and limited right to electronically access and use the Service for the sole purpose of providing information to Pirani through the Pirani website (“Pirani Website”), which (if purchased and applicable) includes the dedicated URL of your employer. All communications to you and the Customer will be provided through the Pirani Website.
c. Term. You may electronically access and use the Service for the limited purpose set forth in this Terms of Service until the earlier of the termination of (i) the Service Agreement; and (ii) your authorized right to access and use the Service pursuant to this Terms of Use. Upon any such termination, you shall automatically and immediately cease accessing and using the Service.
d. Suspension and Termination. Pirani, in its sole discretion and at any time, may suspend and/or terminate your right to access and use the Service for your (i) breaching this Terms of Use; (ii) violating any applicable law, rule and/or regulation related, directly or indirectly, to the Service; or (iii) lack of use of the Service for prolonged periods of time.
e. Username and Password. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY AND USE OF YOUR USERNAME AND PASSWORD FOR ACCESSING AND USING THE SERVICE. You shall immediately notify Pirani of any actual or suspected unauthorized access to or use of your username, password and/or the Service or any other actual or potential security breach involving the Service.
f. Monitoring. Pirani reserves the right, but not the obligation, to monitor access to and use of the Service and use technological safeguards to protect the Service and access to and use of the Service.
2. SUBSCRIPTION PRICING AND PAYMENT. The Service is offered by Pirani via different plans and modalities. Descriptions of our various plans, models and pricing are set forth on the PRICING PAGE of the Pirani Website. Pricing on the Pricing Page does not include any taxes. If a tax applies to your subscription for the Service (“Subscription”), then such tax will be included on invoices provided to the Customer. Subscriptions may be paid by credit card or paid by any other means enabled by Pirani for a Subscription plan or model. The total price, payment method and other particular aspects of a Subscription will be set forth in the sales invoice issued by Pirani or otherwise agreed to in writing by Pirani and the Customer. Each invoice is governed by this Term of Use and any other agreement by and between Pirani and the Customer. The rates and Services are granted under an availability model and are not revocable. Pirani will not provide any refunds or credits for early termination of a Subscription. After the initial payment is made, Pirani will continue to invoice Customer for the Subscription according to the period selected by the Customer, per the rates then in effect, until the termination of the Subscription. Unless and until the Customer cancels a Subscription (either through notice or virtual mechanism), the Subscription will be automatically renewed for periods equivalent to those initially contracted. The Subscription will have an annual increase of five percent (5%) over the immediately prior effective period. If you default in the payment of any amount owed for a Subscription, then you shall pay Pirani default interest at the lesser of the maximum rate legally allowed by applicable law and one and a half percent (1.5%) per month. Pirani may, at Pirani’s sole discretion, suspend or cancel a Subscription for late payments of more than fifteen (15) days. As part of the Subscription, a reasonable data storage space cost is included for the Services, which is charged per Gigabyte. To the extent that the data stored by you exceeds the applicable Subscription data storage limit, Pirani will charge for the additional data storage space used. Free of charge trial Subscriptions are offered on a case-by-case basis for a limited time only. No charge trial Subscriptions limit the number of Users who may access and use the Service. Pirani reserves the right, at its sole discretion, to cancel, discontinue, suspend or modify no charge trial Subscriptions upon notice to the Customer. For no charge trial Subscriptions, Pirani may permanently delete the Users and all of the data stored by the Service for such Customer if the Service is not accessed and/or used by the Customer during any ninety (90) day period. If Pirani decides to start charging for Services that were provided as a no charge trial, then Pirani will provide the Customer with thirty (30) days prior, written notice before doing so. At any time and from time-to-time, Pirani may modify the rates, plans and modalities of the Service; provided, however, any such changes will not be applied retroactively to the current Service.
3. RESTRICTIONS. You shall not attempt to do or do any of the following, and shall not allow others to attempt to do or do any of the following:
4. INTELLECTUAL PROPERTY RIGHTS. The Service is protected by copyright, patent, trademark and other applicable intellectual property rights and laws. Other than the limited right to access and use the Service specifically set forth in this Terms of Use, no other rights are granted to you pursuant to this Terms of Use or otherwise. All other rights related to the Service are hereby reserved by Pirani and shall remain owned solely and exclusively in their entirety by Pirani.
5. USER DATA AND CONTENT.
a. User Data. During your authorized right to access and use the Service and thereafter for business purposes related to the Service, you hereby grant Pirani a perpetual, revocable (pursuant to applicable law only), royalty-free, fully paid-up, transferrable, non-exclusive right and license to collect, store, use, share, and otherwise process any personal data or personal information that a User contributes, provides, or otherwise makes available through the Service (“User Data”) consistent with the terms of our Privacy Policy and applicable law (i) as reasonably appropriate or necessary to enable you to access and use the Service; (ii) to enable Pirani to provide the Service or fulfill any obligation of Pirani pursuant to this Terms of Use and/or the Service Agreement; and (ii) to process User Data in accordance with this Terms of Use and our Privacy Policy.
b. User Content. During your authorized right to access and use the Service and thereafter for business purposes related to the Service, you hereby grant Pirani a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and sublicensable right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display, and otherwise exploit, in any media now known or hereafter developed and for any purpose whatsoever, any content you contribute, provide, or otherwise make available through the Service (“User Content”) consistent with our Privacy Policy and applicable law. You represent and warrant to Pirani that you have all of the right, title and interest necessary to grant the foregoing license, and that such User Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights, including, without limitation, intellectual property rights, of any third party, (ii) is accurate, current, and not misleading, and (iii) complies with all applicable laws, rules, and regulations. Pirani may, at Pirani’s sole discretion, remove, with or without notice, any User Content which Pirani deems, in its sole discretion, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or hateful.
c. Feedback. If you send feedback to Pirani about the Service, you agree that (i) all such feedback will automatically become the property of Pirani; (ii) you are not entitled to any compensation for providing Pirani with such feedback or Pirani’s use of such feedback; (iii) Pirani may use and share any feedback you provide for any purpose; (iv) there is no obligation for Pirani to review or use any feedback you provide; and (v) there is no obligation for Pirani to keep any feedback confidential (other than not disclosing your name or other personal data or personal information).
d. Use of User Data of other Users. With respect to user data of other users of the Service that you obtain, directly or indirectly, from or through the Service, you shall only use such user data as permitted pursuant to this Terms of Use to facilitate a transaction through the Service or to meet an obligation to such other User pursuant to your use of the Service. All such uses shall be consistent with all applicable laws, rules and regulations.
e. DMCA. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content made available in connection with the Service infringes your copyright(s), you (or your agent) may send Pirani a notice requesting that such content be removed or access to it be blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see www.loc.gov/copyright for details). Notices and counter-notices should be sent to:
Pirani Corp
Attn: DMCA Notices
299 Alhambra circle, ste 403. Coral gables, FL 33134
DMCAnotice@PiraniRisk.com
Pirani has a policy of terminating, in appropriate circumstances, the right of access to and use of the Service by users who are deemed repeat infringers or who are repeatedly charged with infringement.
7. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT AS SPECIFICALLY SET FORTH IN THIS TERMS OF USE, PIRANI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PIRANI MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT THIS DISCLAIMER OF WARRANTIES WAS SPECIFICALLY BARGAINED FOR AND THAT YOUR WILLINGNESS TO AGREE TO THIS DISCLAIMER OF WARRANTIES IS MATERIAL TO PIRANI’S DECISION TO ENTER INTO THIS TERMS OF USE AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, PIRANI WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR SUBSTITUTE SERVICES, LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PRIVACY, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PIRANI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); (II) THE ACTIONS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS OF THIRD PARTIES; OR (III) ANY OTHER REASON, IN THE AGGREGATE, IN EXCESS OF TEN U.S. DOLLARS ($10 USD). YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY WERE SPECIFICALLY BARGAINED FOR AND THAT YOUR WILLINGNESS TO AGREE TO THESE LIMITATIONS OF LIABILITY ARE MATERIAL TO PIRANI’S DECISION TO ENTER INTO THIS TERMS OF USE AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
9. GENERAL TERMS.
a. Entire Agreement. This Terms of Use represent the entire agreement between Pirani and you with respect to your access to and use of the Service, and supersede any prior or contemporaneous understandings and oral or written agreements with respect to the subject matter of this Terms of Use.
b. Amendments and Modifications. This Terms of Use may only be amended or otherwise modified pursuant to either (i) notice to you from Pirani of the amendment or modification and your continued access or use of the Service thereafter; or (ii) a written amendment duly accepted by both Pirani and you.
c. Binding Effect. This Terms of Use shall be binding upon, inure to the benefit of, and be enforceable by Pirani and you and their successors and permitted assigns. This Terms of Use shall not be construed to give any person other than Pirani and you any legal or equitable right, remedy, or claim under or with respect to this Terms of Use.
d. Assignment. You shall not assign this Terms of Use or any right or obligation pursuant to this Terms of Use without the prior, written consent of Pirani, which consent may be withheld at the sole discretion of Pirani.
e. Waiver. No waiver of a breach of this Terms of Use by either party shall be construed as a waiver of a similar or any other provision of this Terms of Use.
f. Severability. The invalidity or unenforceability of any provision of this Terms of Use shall not affect the validity or enforceability of any other provision of this Terms of Use.
g. Force Majeure. Except for obligations of payment, if either party is prevented from performing any of such party’s obligations under this Terms of Use by circumstances beyond its reasonable control, then the party so affected shall be excused from its performance under this Terms of Use so long as such circumstance exists.
h. Notice. All notices required pursuant to this Terms of Use shall be delivered by and deemed delivered upon (i) hand-delivery on the date delivered; (ii) nationally recognized overnight delivery Service on the date delivered or the date delivery is refused by the recipient; or (iii) electronic mail with verification of receipt upon such verification. All such notices shall be addressed to the other party at the address provided to the other party or to such other address as a party may designate by notice complying with the terms of this section:
i. Governing Law; Venue; Jurisdiction. This Terms of Use shall be governed by, and construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The U.N. Convention on Contracts for the International Sale of Goods is expressly excluded. For any equitable action or legal proceeding arising out of or relating to this Terms of Use (each, an “Action or Proceeding”), each party expressly consents to the (i) venue of Broward County, Florida, USA and hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Broward County, Florida, USA.
j. Jury Trial Waiver. PIRANI AND YOU EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY FOR ANY ACTION OR PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS AGREEMENT. PIRANI AND YOU EACH, ON THEIR OWN BEHALF (I) CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) AGREES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
k. Injunctive Relief. Each party will have the right, in addition to such party’s other rights and remedies, to seek injunctive relief for any breach of this Terms of Use.
l. Prevailing Party Attorneys’ Fees. In the event of any Action or Proceeding, the prevailing party in such Action or Proceeding shall be entitled to an award of their reasonable attorneys’ fees and costs (including, without limitation, all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to any such Action or Proceeding, as well as at all levels of trial and appeal.
m. Survival. All payment obligations incurred by you and the provisions set forth in Sections 2 through 7 will survive the expiration and earlier termination of this Terms of Use.
n. Counterparts and Electronic Versions. This Terms of Use may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Terms of Use may be accepted or executed by digital or electronic acceptance or signature. Each party reserves the right to maintain an executed copy of this Terms of Use in electronic form only, and each party agrees that a print-out of such electronic form of this Terms of Use will be deemed an original.
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