Terms of Service

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Overview

Welcome to PenPals! These Terms of Use (“Terms”) apply to your access to and use of the website (the “Website”) and all associated services (“Services”). Please read these Terms carefully, as they constitute a legally binding agreement between you and PenPals (“Company”, “we”, “our”, “us”).

By visiting the Website or any Service that links to these Terms, you are agreeing you have read, understood, and agreed to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. Any products ordered or services used through the Website or any Service are also governed by these Terms. We may revise these Terms from time to time by posting a revised version.

YOUR CONTINUED USE OF ANY OF THE WEBSITE AND SERVICES AFTER WE POST ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IN ADDITION, BY ORDERING PRODUCTS OR USING SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND REVIEWED THESE TERMS IN THEIR ENTIRETY, YOU AGREE TO THESE TERMS AND THE PRIVACY POLICY AND THESE TERMS CONSTITUTE BINDING AND ENFORCEABLE OBLIGATIONS ON YOU.

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The Services

Creating an Account. In order to access and use the Services, you may create an account. We reserve the right to disallow the use of usernames that are inappropriate or infringe on a third party’s intellectual property rights, or attempts to impersonate another user. You agree that you will provide complete, current and accurate information about yourself as requested, and that you will keep that information up to date. You are responsible for safeguarding the confidentiality of your username and password that you use to access your member account on the Website and Services. You agree not to disclose your username or password to any third party. YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS. You will immediately notify us of any unauthorized use of your account on any of our Websites and Services.

Organizational Accounts. If you sign up for the Services using an email address associated with your employer or another organization (“Organizational Entity”), (i) you represent and warrant that you have the authority to bind the Organization Entity to these Terms; (ii) your use of the Services will bind your employer or the organization to these Terms; and (iii) “you” and “your” in these Terms will refer to both you and the Organizational Entity.

Age Requirement. You must be at least 18 years of age (or the minimum legal age required to be legally bound by an agreement and provide consent for processing of personal data in the country where the child is located) in order to use the Services. By using the Services, you represent to us that you satisfy our age requirement.

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Use of Services

By using the Services, you agree not to:

Use the Website or Services for any unlawful purpose, including soliciting others to participate in any unlawful acts, or violate any international, federal, provincial, local, or state regulations, laws, rules, or ordinances;
Use the Website or Services to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
Use the Website or Services for any obscene or immoral purpose, including uploading any content that is obscene, pornographic, indecent, lewd, sexually explicit or suggestive, harmful, defamatory, bullying, abusive, threatening to any person or group, or otherwise objectionable;
Impersonate any person or entity or use any fraudulent, misleading or inaccurate email address or other contact information when accessing the Services;
Attempt to access, scrape, or otherwise collect the login credentials, personal information, payment information, or uploaded content of other users of the Services;
Decipher, decompile, disassemble, or reverse engineer the Website or the Services or otherwise attempt to derive the source code of any software comprising or in any way making up a part of the Services;
Interfere with or impair the operation of the Services;
Violate the rights of any individual or third party, including their intellectual property and data privacy rights;
Access the Services for purposes of building or marketing a competitive product;
Upload or otherwise use any information or content that you do not have a right to make available under any law or due to confidentiality, contractual, or fiduciary duties

The Company reserves the right to refuse providing Services or suspend or terminate your account with immediate effect for violating any of the prohibited uses.

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User Submitted Materials

We use materials submitted by you, including, without limitation, data, contact info, photographs, images, text, graphics and other materials (collectively, “User Submitted Materials”) to provide you with pricing quotes, showing you how your materials would appear in our products or services, and/or to produce the products and/or services you may order. Any such materials are subject to the following terms and conditions:

You will retain ownership of such User Submitted Materials, and you grant us and our designees a worldwide, non-exclusive, transferable, royalty-free, perpetually irrevocable right and license, with right of sublicense, to use, reproduce, distribute, create derivative works of and publicly display such User Submitted Materials solely in connection with the production or provision of any product or service you request or to show you how your User Submitted Materials would appear in our products or services. For example, when you place an order for a product, we will prepare, manipulate (if necessary), and transmit the User Submitted Materials for production, packaging and shipment.
You represent and warrant that you own or otherwise possess all necessary rights with respect to the User Submitted Materials, and that the User Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trademark, trade secret right or other intellectual property or other property right of any third party, and that the User Submitted Materials are not unlawful, fraudulent, threatening, abusive, hateful, libelous, defamatory, obscene, confusingly similar to brands or branded products sold by others or otherwise objectionable.
You agree that we may (but are not obligated to) filter any User Submitted Materials (including, without limitation, deleting or replacing expletives or other harmful or offensive language), refuse to use any User Submitted Materials (including, without limitation, suspending processing and shipping of any order relating to any User Submitted Materials) and/or disclose any User Submitted Materials and the circumstances surrounding the use thereof, to any third party in order to provide the applicable products or services, to enforce these Terms or to comply with legal obligations or governmental requests.
You agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys’ fees) that arise directly or indirectly out of or from: (i) your violation of these Terms, any other agreement or terms of use with us, any representation or warranty contained herein or therein or any applicable law; (ii) your User Submitted Materials; (iii) your activities in connection with obtaining any products or services from us, or (iv) any activity related to access to or use of your account by you or any other person.

User Submitted Materials that violate these Terms may be removed from our Website or Services; provided, however, that we have no obligation to remove User Submitted Materials in response to user reports or requests. We are not responsible for, and will have no liability for, the removal, non-removal or loss of any User Submitted Materials from our Website or Services. We recommend you keep back-up copies of your User Submitted Materials on your hard drive or other personal system.

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Intellectual Property

You acknowledge and agree that the Services, the Website, including all associated intellectual property rights, are the exclusive property of the Company. You will not remove, alter or obscure any copyright, trademark, Services mark or other proprietary rights notices incorporated in or accompanying the Services.

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Privacy Policy

View our Privacy Policy by visiting www.penpalsapp.com/privacy.

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Warranty Disclaimer

The Services are provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, the Company, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

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Indemnity Obligations

You agree, to the extent permitted by law, to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your User Submitted Materials.

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Limitation of Liability

In no event shall the Company, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, be liable to you or any other entity for any incidental, special, exemplary, punitive, consequential, or indirect damages (including personal injury or emotional stress to you or other affected persons or property, or the cost of procurement of substitute Services) arising out of or in connection with your use or inability to use the Website or Services, including without limitation any copyright or other intellectual property claims based on the content of your Uploaded Content.

The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’ We are not responsible for, and assume no liability for, the contents of User Submitted Materials.

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Termination

Either you or we may terminate your access to the Website and Services and to your account at any time, with or without cause, and with or without prior notice. Without limiting the foregoing, we may terminate your access if you violate these Terms. Upon termination for any reason, your right to access and/or use the Website and Services will immediately cease. Upon termination, you will have no further access to, and we may delete, any information, files or materials in or related to your account, including, without limitation, any User Submitted Materials. Upon termination, the Company may delete all information, files and materials related to your account, including any User Submitted Materials, and we will have no obligation whatsoever to save or make any such information, files or materials available to you. You agree that we will have no liability whatsoever to you or any other party as a result of a termination of your access the Website and Services and to your account and/or as a result of the deletion or loss of any information, files or materials in or related to your account.

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Miscellaneous

Dispute Resolution. In the event that we’re unable to resolve a dispute directly, you and the Company each agree to resolve any claim, dispute, or controversy (excluding any of the Company’s claims for injunctive or other equitable relief) arising out of or in connection with these Terms and/or the Services (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. The arbitration will be conducted through videoconferencing or at an agreed location reasonably convenient to both parties. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we agree otherwise, the arbitrator or a court may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and the Company are each waiving the right to a trial by jury or to participate in a class action. You and the Company each agree that any Claim filed with a court in the United States for any reason shall be filed in the United States District Court for the Southern District of New York or the state courts of New York in the County of New York.

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No Partnership. No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or your use of the Company Services. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

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Survival. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

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Enforcement of Terms. Our failure 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 us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

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Assignment. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Company’s prior written consent. Company may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

Notices. All required notices to you will be sent to the email address associated with your account or through other legally permissible means.

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DMCA. We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between you and the Company with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and the Company, whether written or oral, with respect to the Services including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order.