These Terms of Service (the “Terms”) are a legal agreement between you and Pana Industries, Inc. (“Pana”, “we”, “our”, or “us”) governing your access to and use of the Company’s mobile and web-based application entitled “Pana” (the “Application”) and the online and offline virtual travel agent services which Company agrees to provide to you in connection with the Application (the “Services”).
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdictions. To download or access the Application, or otherwise use the Services you must be 18 years or over. In the event that you are agreeing to these Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms, in which case, all references to “you” in these Terms shall be references to such third party.
BY DOWNLOADING OR ACCESSING THE APPLICATIONS, OR BY OTHERWISE USING OR ATTEMPTING TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.
In the case of inconsistencies between these Terms and information included in any other materials related to the Application or the Services (e.g., promotional materials and mailers), these Terms will always govern and take precedence. In the event that you have entered into a separate services agreement with us governing your access to and use of the Application and Services, including any order for the Application and Services that includes reference to the Pana Business Terms available at https://pana.com/business-terms, (each a “Services Agreement”) then the Services Agreement will govern in the event of any inconsistency with these Terms.
1.1 Description. The Services are a suite of virtual travel agent services designed to help you plan, book and manage travel. Depending on the particular Services you have selected to receive, the Services may include: (a) the ability to book reservations for travel accommodations such as transportation and lodging (“Travel Reservations”) with airlines, hotels, rental car agencies, and other third party travel service providers (“Travel Providers”), (b) local concierge services, and (c) travel support to assist with emergencies and itinerary changes. Some components of the Services are provided via email, SMS, and/or any other methods described within the Application, and you expressly permit Pana to contact you via these methods. You understand and agree that all Travel Reservations are fulfilled by Travel Providers and not by Pana. Pana is in no way responsible for the acts or omissions of Travel Providers, or for any lost, cancelled, changed, or disrupted Travel Reservations.
1.2 Availability. Pana uses reasonable efforts to ensure that the online features of the Services are available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Pana. Pana will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Pana. You agree that Pana shall not be liable to you for any unavailability, modification, suspension or discontinuance of the Service. You are responsible for obtaining access to any Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.
1.3 Registration. You may access certain online features of the Services through your account on the Application (your “Account”). You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your username, whether or not you have authorized such activities or actions. You agree that the information that you provide to Pana about yourself upon registration of your Account, and at all other times, (“Customer Data”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Pana reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify Pana immediately at email@example.com.
1.4 Site License. Subject to these Terms, Pana grants you a personal, limited, revocable, non-exclusive and non-transferable license to: (a) download and install the Application on a mobile device (“Mobile Application”), and (b) otherwise access, and use the Application solely in connection with your non-commercial use of the Services. This license is exclusive to you and you may not sublicense the use of the Application. Pana expressly retains all ownership rights, title and interest in and to all aspects of the Application and Services, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Application. You may not modify the Application, create derivative works of the Application, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Application that would reveal any source code, trade secrets, know-how or other proprietary information. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Application. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Application or displayed by, on, or in the Application. You may use the Application only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Application after any termination or expiration of your agreement to these Terms for any reason.
1.5 Subscriptions and Renewals. The Services are provided on a subscription basis that automatically renews either on a monthly basis or annual basis. If you decide not to renew the Services, send an email to firstname.lastname@example.org requesting your subscription be canceled.
1.6 No Archive. The Services are designed to enable you to store certain information, including frequent flying numbers, passwords, and related travel information (“Travel Information”). You agree, and understand that this functionality is provided to you as a convenience only and not as an archive. Pana shall have no liability to you or any other person for loss, damage, or destruction to any Travel Information and you are solely responsible for preventing any loss or damage to your Travel Information and for maintaining independent archival and backup copies of your Travel Information.
2. Pricing and Payment. The fees for the Services are posted on the Application. Fees are subject to change without notice. You agree to pay Pana in advance the applicable fees for the Services provided by Pana under these Terms. Pana will bill your credit card for all fees. You will provide Pana with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. If such information is false or fraudulent, Pana reserves the right to terminate your use of the Services and your access to the Application in addition to seeking any other legal remedies. Pana is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Pana. No adjustments will be made for disputed charges unless such amount is disputed less than thirty (30) days after the billing date and, with respect to fees for Travel Reservations, no adjustment shall be made for disputed charges unless: (a) Pana is reimbursed for the fees paid by Pana to the applicable Travel Provider, or (b) the disputed charge was caused by Pana’s error. All fees will be paid in U.S. dollars and are due as set forth on the Application. Pana’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Pana’s income.
3. Travel Providers and Other Third Parties. Although we may make the products and services of third-party companies (including Travel Providers) available to you in connection with the Services, your use of such products and services are subject to the respective terms and conditions imposed by the third party providing such products and services. Pana makes no warranty with regard to the products or services of any other entity, including Travel Providers.
4. Suspension and Termination. Pana reserves the right to suspend or terminate your access to and use of the Application and Services, at any time, without notice, for any reason, including but not limited to (a) your breach of these Terms, or any other policies or guidelines set forth by Pana, or (b) Conduct that Pana believes is harmful to other users of the Application or Services, or the business of Pana or other third party information providers. Further, you agree that Pana. Further, you agree that Pana shall not be liable to you or any third party for any termination of your access to the Application or Services. Pana reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Pana shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
6. Disclaimer of Warranty. THE SERVICES AVAILABLE THROUGH THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. PANA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE APPLICATION AND SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PANA MAKES NO WARRANTY THAT THE APPLICATION OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE APPLICATION OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE APPLICATION, INCLUDING THE SERVICES WILL BE AVAILABLE, OR THAT DATA ARE SECURE FROM UNAUTHORIZED ACCESS. PANA MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, PROMOTIONS, OR THE DELIVERY OF ANY GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH THE APPLICATION OR ADVERTISED THROUGH THE APPLICATION. NO ADVICE OR INFORMATION GIVEN BY PANA, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.
7. Rules of Conduct.
7.1 Distribution of Content. You agree that you will access and use the Application and Services only in compliance with applicable local, state, federal, and international law and all regulations, policies and procedures of the applicable Travel Providers. You further agree that you will not use the Application or Services to distribute any materials that: (a) are defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity; (b) are illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; (c) infringe or violate any right of a third party including any copyright, patent, trademark, trade secret or other proprietary or contractual rights, right of privacy (specifically, you must not distribute another person's personal information of any kind without their express permission) or publicity, or any confidentiality obligation; (d) are commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations); (e) contain a virus or other harmful component, or otherwise tampers with, impairs or damages the Application or any connected network, or otherwise interferes with any person or entity's use or enjoyment of the Application; (f) do not generally pertain to the designated topic or theme of the Application; (g) violate any specific restrictions applicable to a public forum, including its age restrictions and procedures; or (h) are antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
7.3 Monitoring. We cannot and do not assure that other users are or will be complying with the foregoing Rules of Conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
8. Proprietary and Privacy Protection for Other Users’ Content on the Application. Pana hereby notifies you that all the information, content, image files, software and materials on the Application may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. Pana is unable to provide you with permission to copy display or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Application. Pana has the absolute right to terminate your Account or termination your use of the Services if such use violates the intellectual property rights or other rights of third parties. You agree to indemnify and hold Pana harmless for any violation of this provision.
9. Indemnity; Limitation of Liability.
9.1 You agree to indemnify, and hold Pana, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (a) your access to or use of the Application or Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; or (d) any claim that your use of the Application or Services caused damage to a third party.
9.2 YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE APPLICATION OR SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE APPLICATION OR SERVICES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL PANA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF PANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE APPLICATION OR THE SERVICES, FROM ANY CHANGES TO THE APPLICATION OR THE SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE APPLICATION AND THE SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
9.3 IF YOU ARE DISSATISFIED WITH THE APPLICATION OR THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL PANA HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPLICATION AND THE SERVICES. THE TOTAL LIABILITY OF PANA TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE APPLICATION OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES (EXCLUDING FEES PAID FOR TRAVEL RESERVATIONS), IF ANY. IT IS THE INTENTION OF YOU AND PANA THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
9.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Terms for Mobile Application
10.1 Acknowledgment. Pana and you acknowledge that this Agreement is concluded between Pana and you only, and not with Apple, Inc., or Google, Inc. Pana, not Apple or Google, is solely responsible for the Application and the content thereof. To the extent this Agreement provides for usage rules for Application that are less restrictive than the Usage Rules set forth in, or otherwise is in conflict with, the App Store Terms of Service or the terms of service for other platforms providing access to the Mobile Application, the more restrictive or conflicting term applies.
10.2 Scope of License. The license granted to you for the Mobile Application downloaded through the Apple App Store is limited to a non-transferable license to use the Application on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
10.3 Maintenance and Support. Pana is solely responsible for providing any maintenance and support services with respect to the Application, as specified in this Agreement (if any), or as required under applicable law. Pana and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
10.4 Warranty. Pana is solely responsible for any product warranties with respect to the Application, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Mobile Application to conform to any applicable warranty, you may notify Apple or Google, as applicable, and Apple or Google may refund the purchase price for the Mobile Application to you; and to the maximum extent permitted by applicable law, neither Apple nor Google will have any other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Pana’s sole responsibility.
10.5 Product Claims. Pana and you acknowledge that Pana, not Apple or Google, is responsible for addressing any claims of you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. This Agreement does not limit Pana’s liability to you beyond what is permitted by applicable law.
10.6 Intellectual Property Rights. Pana and you acknowledge that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Pana, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
10.7 Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. General.
11.1 Modification. Pana may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Application or Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Application or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Application or Services.
11.2 Applicable Law and Dispute Resolution. These Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Pana has not adhered to these Terms, please contact us by e-mail at email@example.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and Pana are unable to reach a resolution to the dispute, you and Pana will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Denver, Colorado office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. You and Pana agree that any arbitration will be limited to the dispute between Pana and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND PANA ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Pana otherwise agree in writing, an arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Application or the Services or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.
11.3 No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
11.4 Independent Contractors.No joint venture, partnership, employment, or agency relationship exists between you and Pana as a result of these Terms or use of the Application or the Services.
11.5 Enforcement. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.
11.6 Force Majeure. Pana will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond Pana’s reasonable control.
11.7 Waiver. The failure of Pana to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Pana in writing.
11.8 Construction. The headings of sections of these Terms are for convenience and are not to be used in interpretation.
11.9 Contact. Pana is located in Denver, Colorado. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator as follows:
11.10 Entire Agreement.These Terms constitute the entire agreement between you and Pana and govern your use of the Application and the Services, superseding any prior agreements between you and Pana. The failure of Pana to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Pana nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.