Business and Organization Terms and Conditions

Users Terms can be viewed here: User Terms

General

PBC Guru LLC will provide the pbc.guru Programs to organizations who register for the service and follow the terms outlined herein. In the event of any inconsistency among these Terms and Conditions and any other terms, the order of control shall be: (i) Business and Organization Terms & Conditions and (ii) any other exhibits, addenda or attachments to the Terms & Conditions including any links contained in these Terms and Conditions, which are incorporated by reference herein. Note that areas of the user terms apply to organizations where applicable but in no way limiting the business specific terms.

Intellectual Property Rights

(i) PBC Guru LLC owns all right, title and interest in and to any data provided to PBC Guru LLC by your employee, member or an end user to PBC Guru LLC in connection with the pbc.guru Programs ("Customer Data").
(ii) PBC Guru LLC owns all right, title and interest in and to the pbc.guru Programs including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the pbc.guru Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.

All company names and logos are trademarks™ or registered® trademarks of their respective holders. Reference to them is for the information and convenience of the public, and does not constitute affiliation, endorsement, recommendation, or favoring by them.

All content posted to the Site is must comply with U.S. copyright law. PBC Guru LLC does not pre-screen content posted to the Site, but does maintain the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site and services.

Restrictions

You: (i) will use the pbc.guru Programs solely for your internal business purposes, and (ii) will not, for itself, any affiliate of you or any third party (a) sell, rent, lease, license or sub-license, assign, distribute, or transfer the pbc.guru Programs; (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the pbc.guru Programs; (c) copy any tangible versions of the pbc.guru Programs; or (d) remove from any of the pbc.guru Programs any language or designation indicating the confidential nature thereof or the proprietary rights of PBC Guru LLC. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the pbc.guru Programs where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. All content posted and activity that occurs under your account is your responsibility.

Fees; Pricing and Payment Terms; Taxes

(i)  PBC Guru LLC reserves the right to amend the fees payable for the pbc.guru Programs at any time upon thirty (30) days prior notice to you; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Subscription Period.
(ii) You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the pbc.guru Programs.
(iii) Notwithstanding anything herein to the contrary, PBC Guru LLC, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use the pbc.guru Programs, at any time, upon notice to you, if you have not paid all amounts due on or before the payment due date, or for any other material breaches of the Business and Organization Terms and Conditions or any other exhibits, addenda or attachments to the Terms & Conditions including any links contained in these Terms and Conditions, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination. You agree to pay reasonable attorneys’ fees and court costs incurred by PBC Guru LLC to collect any unpaid amounts owed by you.

Term; Termination; Survival

The Agreement will remain in full force specified in the Business Agreement. Each party shall have the right to terminate the Agreement upon written notice to the other party for any reason.  Any provision of the Agreement which contemplates performance or observance subsequent to any termination or expiration of the Agreement shall survive any termination or expiration of the Agreement and continue in full force and effect.

Representations and Warranties; Disclaimer

(i) PBC Guru LLC warrants that PBC Guru LLC has the authority to enter into this Agreement.
(ii) You represent and warrant to PBC Guru LLC that: (a) you have the authority to enter into this Agreement; and (b) you will only use the pbc.guru Programs for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party.
(iii) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, BUSINESSABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF pbc.guru PROGRAMS OR SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. pbc.guru PROGRAMS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

Confidential Information

Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of PBC Guru LLC. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to such disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.

Dispute Resolution; Governing Law

In the event of a dispute or mistake between a Business or Organization and User, PBC Guru LLC will not be liable in any way for damages to either Business or User.

To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. This Agreement is governed by the State of Maryland.

Use of Business Names and Logos

PBC Guru LLC reserves the right to use business and organization names and logos on our website and promotional material. This may include but is not limited to postings on pbc.guru, printouts distributed for marketing purposes, listings of client names and/or logos on promotional material, etc. PBC Guru LLC may ask a business or organization's permission to use its name or logo in promotions but this is not a requirement for such use. A business or organization may contact pbc.guru via the contact form to express how they prefer their information to be used and PBC Guru LLC will make an effort to honor such requests but is in no way bound to do so.

Indemnification

You will defend, indemnify, and hold PBC Guru LLC and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from your material breach of this Agreement, your unauthorized use or misuse of the pbc.guru Programs or any unauthorized combination of the PBC Guru LLC with any hardware, software, products, data or other materials not specified or provided by PBC Guru LLC.

Limitation of Liability

PBC Guru LLC’s aggregate liability for all claims (including claims for indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by you to PBC Guru LLC under the Agreement during the twelve (12) months preceding the date on which the claim occurred. To the maximum extent permitted by applicable law, in no event will PBC Guru LLC be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services, however caused and regardless of theory of liability.

Notice

Except where explicitly provided otherwise herein, any notice required or permitted hereunder will be delivered to the contact person listed on the business account via electronic mail. Electronic mail will be considered received as long as no server error is received from the sending of an electronic mail. It is the responsibility of the Business to ensure that any changes to the appropriate electronic mail address are provided to PBC Guru LLC.    

Assignment

You may not, without the prior written consent of PBC Guru LLC, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

No Third Party Beneficiaries

The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.

Amendment; Waiver

This Agreement may be changed only by written agreement signed by both PBC Guru LLC and you. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches.

Severability

If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.

Force Majeure

If either party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party’s reasonable control including, without limitation, an act of God, fire, flood, explosion, terrorism, war, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers, the time for that party’s performance will be extended for the period of the delay or failure to perform due to such occurrence, except that you will not be excused from the payment of any sums of money owed by you to PBC Guru LLC provided prior to the force majeure event.

Independent Contractor

The Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

Compliance with Laws

Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.

Entire Agreement

The Agreement will constitute the entire agreement between PBC Guru LLC and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.