Terms of Service
Terms of Service for www.petronelltech.com
Ordering and purchasing product(s) or service(s) from Petronella Technology Group, Inc. d/b/a Compliance Armor (“PTG”, the “Company,” “us,” “we,” “our” or “ours”) and your use of our website located at compliancearmor.com (the “Website” or “Site”) and/or our software located at https://petronellatech.formstack.com/forms/nist (the “PTG Software Cloud Tool”) signifies and confirms the purchaser’s (“Purchaser,” “you,” or “your”) acceptance of these terms and conditions of use (“Terms & Conditions” or “Terms”). If you are accessing our Website or ordering or purchasing product(s) on behalf of, or for the purposes of, another person, including a business or other organization, “you” or “your” also means that other person, including a business organization. You represent and warrant to PTG that you are authorized to bind such other person to these Terms.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS & CONDITIONS MAY REQUIRE THE USE OF ARBITRATION TO RESOLVE A PARTICULAR DISPUTE, RATHER THAN A JUDGE OR JURY TRIAL.
BY PLACING AN ORDER FOR PRODUCT(S) FROM THE WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT, IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS. IF YOU ARE A THIRD-PARTY RESELLER, PURCHASING ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU AFFIRM THAT SUCH ORGANIZATION OR COMPANY IS AWARE OF AND AGREES TO COMPLY WITH THESE TERMS.
A VIOLATION OF THESE TERMS MAY RESULT IN CLAIMS BY THE COMPANY AGAINST YOU FOR COPYRIGHT INFRINGEMENT OR BREACH OF CONTRACT OR OTHER LEGAL CLAIMS NECESSARY FOR THE COMPANY TO ENFORCE ITS RIGHTS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS(S) OR SERVICES FROM THIS WEBSITE IF YOU:
- DO NOT AGREE TO THESE TERMS;
- ARE NOT THE OLDER OF:i. AT LEAST 18 YEARS OF AGE, OR
ii. LEGAL AGE TO FORM A BINDING CONTRACT WITH THECOMPANY; OR
- ARE PROHIBITED FROM ACCESSING OR USING THE WEBSITE OR ANY OFTHE WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.FOR NEW JERSEY RESIDENTS, TO THE EXTENT ANY TERM HEREOF (OR
OF ANY RELATED AGREEMENT INCORPORATED HEREIN) IS SUBJECT TO THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”) AND SUCH TERM, IF ENFORCED AS PROVIDED HEREIN, IS CONTRARY TO OR VIOLATIVE OF ANY CLEARLY ESTABLISHED RIGHT YOU HAVE UNDER STATE OR FEDERAL LAW, SUCH OFFENDING TERM(S) SHALL BE DEEMED OMITTED FROM THESE TERMS (AND SUCH USER AGREEMENT), AND YOUR AGREEMENT TO THESE TERMS DOES NOT AND WILL NOT IN ANY WAY CONSTITUTE A WAIVER OF YOUR RIGHTS UNDER THE TCCWNA.
1. Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We control the Site from the United States of America, and we make no representation that any content contained in this Site is appropriate or available for use in other locations. Accessing this Website in locations where the use of such content is illegal is prohibited. If any part of these Terms is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. YOU ACKNOWLEDGE AND AGREE THAT PTG SHALL NOT BE LIABLE TO YOU OR TO
ANY THIRD PARTY FOR ANY
MODIFICATION, SUSPENSION OR
DISCONTINUANCE OF THIS SITE, OUR PRODUCTS OR SERVICES, OR ANY INFORMATION PROVIDED ON THIS SITE OR ACCESSED BY YOU THROUGH THIS SITE.
2. Intellectual Property Rights in the Website
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our Site for your personal use only. As a condition of your use of the Site, you warrant that you will not use our Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site, or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site (including but not limited to by seeking to access a restricted portion of the Site without our prior express permission).
TERMS OF SALE
All purchases of products through the Website or resulting from visits made by you to our Website are further governed by our terms of sale (“Terms of Sale”) set forth below, which are hereby incorporated into these Terms & Conditions.
- Purchaser Responsibility to Evaluate RisksPurchaser acknowledges and agrees as follows:
- no network, system, device, hardware, software, or component can be made fully secure;
- Purchaser has the sole responsibility to evaluate the risks and benefits of the products to Purchaser’s particular circumstances and requirements; and
- We are not assuming any of the liabilities associated with Purchaser’s use of any our product.
- Order Acceptance and CancellationYou agree that your order is an offer to buy, under these Terms of Sale, all products listed
in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept orders at our sole discretion, even after we send you an automated confirmation email with your order number and details of the items you have ordered.
- No Refunds, Cancellations, or Exchanges
- You acknowledge your obligation to pay for the product(s) ordered by placing an order.
- Purchaser may cancel an order up to the point when the order is shipped (e.g., emailed or made available for download) to fulfill the order. Once the order is fulfilled, no cancellations will be honored.
- We do not offer refunds, cancellations, or exchanges. Due to the nature of intellectual property, it is not possible to confirm that Purchaser deleted the ordered material, and that fact dictates the reason we do not offer refunds, cancellations, or exchanges.
- Prices and Payment Terms
- You agree that you will pay for all purchases which you make through the Site, including but not limited to all purchases made using your Username and Password, and that PTG may charge/debit your credit card or other designated payment method for any such purchases, and for any additional amounts (including any taxes, fees, or other charges) that may be accrued by or in connection with your use of the Site. You agree to provide us with a valid method for payment and to accept responsibility for all activities that occur under your Username or Password. The total price to you for such purchases will include applicable taxes, if any, based on the bill-to address provided by you. Prices may change at any time, and the prices set forth on the Site do not provide for price protection or for refunds in the event of any subsequent price reduction or promotional offering.
- PTG reserves the right, with or without prior notice, to limit or discontinue the availability of any product or service, and to not honor or otherwise impose additional conditions on any promotional code or limited promotions. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for any product will be the price advertised on the Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
- Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. For credit card purchases, you represent and warrant as follows:
i. the credit card information you supply to us is true, correct and complete; 5
- you are duly authorized to use such credit card for the purchase; and
- charges incurred by you will be honored by your credit card company.
7. Restrictions on Use of the Products
For the avoidance of doubt, none of this Site, its contents, or any product ordered through this Site may be distributed to or made accessible to others, or be used for any commercial purposes, other than pursuant to a separate license from PTG expressly granting the right for such use. Without limiting the foregoing, you may not resell or link to other sites for the purpose of selling PTG products or services of any kind or allowing access thereto by third parties, without our express written permission. We will investigate and take appropriate legal action against anyone who violates this provision, including, without limitation, removing the offending communication from this Site and barring such violators from use of this Site and our System. We reserve the right to block access to or cancel any order for any user known or reasonably believed to be in violation of this provision. You agree and acknowledge that the Licensed Products (as defined below) constitute PTG’s confidential information and you shall not use or disclose the Licensed Products to any third party except as expressly permitted under the License (as defined below). Without limiting the generality of the foregoing, Purchaser expressly acknowledges and agrees that Purchaser may not:
- sell, rent, lease, sublicense or otherwise transfer or exploit any rights to any of our products in any way or for any purpose;
- post any of our products on any publicly-available website, bulletin board, newsgroup, or other similar mechanism or device;
- facilitate or otherwise aid other individuals or entities in violating these Terms & Conditions; and/or
- disclose any product to a third party without first obtaining a fully executed non- disclosure agreement (NDA) between you and the third party that restricts the use, distribution or release of the disclosed material (e.g., sharing documentation with auditors or an evidence request as part of a third-party risk assessment).
NOTICE OF IMMUNITY FROM LIABILITY FOR CONFIDENTIAL DISCLOSURE OF A TRADE SECRET TO THE GOVERNMENT OR IN A COURT FILING: Notwithstanding anything herein to the contrary, under the Federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Nothing herein is intended, or should be construed, to affect the immunities created by the Defend Trade Secrets Act of 2016 or any applicable law or regulation having similar provisions.
8. Single Entity License and Intellectual Property Rights in the Products
Purchaser acknowledges and agrees as follows:
- All uses on the Site of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price,” and the like mean the purchase or sale of a license. Each product marketed on this Website (the “Licensed Product”) is made available solely for license, not sale, to you and other prospective customers under these Terms & Conditions.
- Upon purchase of a License to for any Licensed Product on the Website, Purchaser receives a non-exclusive, perpetual (unless you breach these Terms), worldwide, non-transferable, non-sublicensable license for use of the product by a single legal entity (e.g., corporation, LLC, non-profit, partnership, sole proprietorship, government agency, major military command, etc.) (“License”); such License does not transfer any title or ownership rights for any intellectual property in any Licensed Product. However, you may edit Licensed Products which the Company provides to you in an editable format solely as necessary to meet your internal business requirements only so long as you are in compliance with the License and do not redistribute, license, sublicense, sell, or otherwise exploit such modified versions of the Licensed Products. The Company may terminate the License without notice upon your breach of these Terms & Conditions, including any breach of the License. Upon termination of the License by the Company, all rights licensed under the License will revert immediately to the Company and/or its licensor (“Licensor(s)”) and within seven (7) days you shall deactivate and erase all digital copies of the Licensed Product work and, at Licensor’s written request, you shall also return or destroy, any tangible copies of the Licensed Product.
- The Company and/or its Licensor are and will remain the sole and exclusive owner of all intellectual property rights in and to each Licensed Product made available on the Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights, subject only to the limited license granted under the product’s License. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through the Site, or of any intellectual property rights relating to those products or services.
- Purchaser will comply with all Terms & Conditions for any Licensed Product obtained through the Site, including, but not limited to, all confidentiality obligations and restrictions on the resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services.
e. Purchaser will not cause, induce or permit others’ non-compliance with these Terms & Conditions or the License granted thereunder.
- Licensed Products are considered commercial off the shelf (COTS) products regarding the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS). There is no storage, transmission, and/or processing of Federal Contract Information (FCI) and/or Controlled Unclassified Information (CUI) in the purchase of our products.
- Disclaimer of Warranties
WE AND/OR OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, CONTENT, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED ON OR ACCESSIBLE VIA THE SITE, INCLUDING THE LICENSED PRODUCTS (COLLECTIVELY, “SITE MATERIALS”) FOR ANY PURPOSE AND MAKE NO REPRESENTATION THAT ANY LICENSED PRODUCT WILL MEET YOUR SPECIFIC NEEDS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH SITE MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. PTG AND/OR ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SYSTEM AND SYSTEM MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Without limiting the generality of the foregoing, you agree and acknowledge that we are providing the Site Materials and Licensed Products “as is” and “as available” without any representations, warranties, or covenants of any kind whatsoever, including but not limited to regarding the following:
- the effect or lack of effect of any Licensed Product on the operation or the security of any network, system, software, hardware, or any component of any of them; and
- the accuracy, utility, reliability, timeliness, or completeness of the Licensed Product; or
- the responsibility to make or notify Purchaser of any corrections, updates, upgrades, or fixes.
11. Limitation of Liability
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PTG OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR OTHER SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT,
LOSS OF DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.
- IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE MATERIALS, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE MATERIALS. CERTAIN STATE LAWS DO NOT ALLOW EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. The above limitations of liability reflect the allocation of risk between the parties, and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of PTG and/or their respective suppliers.
GENERAL PROVISIONS APPLICABLE TO THESE TERMS & CONDITIONS
The Company trade name and mark Compliance ArmorTM, the word marks PETRONELLA TECHNOLOGY GROUP, INC. and COMPLIANCE ARMOR, and the stylized Compliance Armor logo, and all related or confusingly similar names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees)
arising out of or relating to your violation of these Terms & Conditions or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms & Conditions, or your use of any information obtained from the Website.
14. Governing Law and Jurisdiction
All matters relating to the Website and these Terms & Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of, or related to, these Terms & Conditions or the Website shall be instituted exclusively in the United States federal and state courts of the State of North Carolina, in each case located in the Wake County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms & Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Company’s sole discretion, it may require You to submit any disputes arising from these Terms & Conditions or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration in North Carolina applying North Carolina law. In such event, the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures. The arbitrator(s) will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator(s) will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 16 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
17. Third Party Sites
The Site Materials may contain hyperlinks to websites operated by third parties. We do not control such websites and will not be responsible for their content, or for any breach of contract, or any intentional or negligent action on the part of such third parties, which results in any loss, damage, delay, or injury to you or others. Inclusion of any linked website on the Site Materials does not imply or constitute approval or endorsement of the linked website by us. If you decide to leave the Site Materials to access these third-party sites, you do so at your own risk. All rules, policies (including privacy policies), and operating procedures of websites operated by third parties will apply to you while on such sites. We are not responsible for information provided by you to third parties.
18. Electronic Communications
19. Contact Information
If you have any issues or concerns with your experience with PTG, please contact us by e- mail or use any of the contact forms on our Site right away.
20. Notice for California Residents
Under California Civil Code Section 1789.3, California users who obtain services may be entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please contact us at:
5540 Centerview Dr.
Raleigh, NC 27606
California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at:
1625 North Market Blvd. Sacramento, CA 95834
(916) 445-1254 or (800) 952-5210
21. Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms & Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms & Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms & Conditions will continue in full force and effect.
22. Force Majeure
The Company shall not be liable or responsible to You, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities.
23. Entire Agreement
24. No Reliance on Other Representations.
You acknowledge and agree that no consideration, other than as provided for by these Terms, has been or will be paid or furnished and that You have freely and voluntarily purchased product without reliance on any representation of any third party.
25. Agreement Binding.
These Terms shall be binding upon and inure to the benefit of the Company and its respective owners, shareholders, successors, affiliates, subsidiaries, officers, managers, members, directors, agents, heirs, successors, and assigns.