Terms of Service
Review the terms governing access to and use of the PONS platform and services.
Terms of Service
Last updated: 01/26/2025
- INTRODUCTION
AND DEFINITIONS
1.1. These Terms of Service (ToS),
as amended from time to time, as set out herein, govern the use and
provision of the Services provided by PONS Labs or its Affiliates to the User
and form the Agreement between the parties. By accessing or using the Services,
you as User acknowledge that you have read, understood, and agree to be bound
by these terms. If you do not agree with any part of these terms, you may not
use our Services.
1.2. For the purpose of this ToS, the
following terms shall have the meanings ascribed to them:
- �Agreement� means
these ToS, the Data Processing Agreement, The
Privacy Policy and the Security Policy, all accessible at www.pons.io/legal, and the Work Order,
if any.
- �Affiliate� means
a Party�s ultimate parent company and any legal entity that directly or
indirectly through one or more intermediaries is controlled by or under
common control with the ultimate parent company. For the purposes of this
definition, the term �control� shall be understood as the possession,
directly or indirectly, of the power to direct or cause the direction of
the management and policies of a legal entity, whether through the
ownership of voting stock, by contract, or otherwise.
- �AI
Services� refer to our AI legal services, AI agents, and
AI-driven platform features.
- �Confidential
Information� means as defined in Clause 7.1.1.
- �Disclosing
Party� means as defined in Clause 7.1.1.
- �Effective
Date� means the date when the Services is taken into use.
- �Implementation
Work� means the work carried out by or on behalf of PONS to
onboard the User.
- �Initial
Service Term� means as defined in Clause 5.1.
- �Input� means
the data, software, documents, third-party services, and other content
(including prompts) uploaded, accessed, stored, or submitted by any means
for the use in the Services by or on behalf of the User.
- �Intellectual
Property Rights� means all intellectual or industrial property
rights, including patents, trademarks, trade names, service marks, domain
names, designs, utility models, copyrights, neighbouring rights, database
rights, confidential know-how, trade secrets, and similar rights valid
against third parties, whether registered or not, and including
applications and the right to apply for registration of any rights, which
may be protected anywhere in the world.
- �Marketplace� refers
to our platform feature that connects clients with legal professionals.
- �Output� means
the output generated and returned by the Services based on the Input.
- �Receiving
Party� means as defined in Clause 7.1.1.
- �Renewal
Term� means as defined in Clause 5.1.
- �Services� includes
but is not limited to AI Services, Marketplace, platform
features, software and mobile applications provided by PONS Labs or
its Affiliates.
- �
Work Order� means, if executed between the parties, one or more
documents, describing the specific terms of services,
including Implementation Work.
- �Term� means
the Initial Service Term and all Renewal Terms combined.
- �User� means
any person or entity using the Services by subscriptions, one-time
purchases or by signing a Work Order.
- THE
SERVICES, LICENSE, ETC.
2.1 General
2.1.1. Subject to the terms and conditions of the Agreement,
the User hereby subscribes to, and PONS shall supply, the Services.
2.1.2. The Services are generally available 24/7 except for
interruptions due to support and maintenance. PONS will use all commercially
reasonable efforts to ensure as little disruption of the Services as possible
and will make reasonable efforts to provide advance notice to the User of any
suspension.
2.1.3. The User is responsible for obtaining and
maintaining, at its expense, the hardware, software, and Internet connectivity
necessary to access and use the Services.
2.2 Account administration, access credentials, etc.
2.2.1. The User is responsible for safeguarding any access
credentials related to the Services and for all acts and omissions under its
account. In case of suspected or confirmed unauthorized access to or use of the
Services or the Access Credentials, the User shall promptly inform PONS.
2.2.2. In the event a Work Order specify an account
administrator, such administrator shall assign each of its end Users with an
individual and specific license, which may not be shared, transferred or
otherwise used by anyone else, unless specified in the Agreement.
2.3 Usage restrictions
2.3.1. The User agrees not to (i)
use the Services in a way that infringes or violates any person�s rights, (ii)
or use the Services in an excessive manner (as further clarified in Clause
2.3.2) (iii) sub-license, rent, sell, lease, distribute or otherwise transfer
its right to access or use the Services or for the benefit of any third party (iv) attempt to reverse
engineer, decompile, reverse compile, disassemble, decrypt, translate or derive
the source code or algorithms or review data structures of the Services or any
portion thereof, except as permitted by applicable law, (v) modify, customise,
port, translate, localise or create derivative works (including but not limited
to creating new or extending existing tables or databases) of the Services,
(vi) except as permitted through any API offered by PONS, use any automated or
programmatic method to extract data or Output from the Services, including
scraping, web harvesting, or web data extraction, (vii) gain or attempt to gain
non-permitted access by any means to any PONS computer system, network or
database, (viii) access all or any part of the Services in order to build a
product or service which competes with the Services, (ix) introduce or permit
the introduction of, any virus or malware into PONS� network and information
systems, (x) file copyright or patent applications that include the Services or
any portion thereof, (xi) use the Services in a manner that interferes or
attempts to interfere with the proper working of the Services, and/or (xii) use
the Services to create, share or store clearly offensive or inappropriate
material.
2.3.2. Should a User generate (i)
more than three (3) times the traffic of an average user in PONS (measured on a
weekly basis), or (ii) an amount of traffic which is clearly outside of that
User�s normal use parameters, PONS retains the right to limit the User�s access
to the Services for the remainder of that specific month and notify the User of
the issue.
2.3.3. If PONS becomes aware of any violation of this Clause
2.3, PONS will notify the User by email and request User to take immediate and
appropriate action, including ceasing problematic usage or removing applicable
Input. If the User fails to remedy the violation within reasonable time, PONS
may suspend the User�s access to the Services until the requested action is
taken. If the User fails to take the required action within fifteen (15)
business days, PONS may, without prejudice to its other rights and remedies,
terminate the Agreement immediately for cause in accordance with Clause 5.2.
2.4 Marketplace Transactions and Liabilities
2.4.1. PONS facilitates a Marketplace feature within its
platform, connecting clients (businesses and individuals) with legal
professionals (lawyers and law firms). The Marketplace is intended to simplify
the process of finding and engaging legal services; however, PONS does not
guarantee the quality, outcome, or legality of any services provided by legal
professionals engaged through the Marketplace.
2.4.2. PONS is not a party to any agreement entered into
between clients and legal professionals within the Marketplace. All
interactions, agreements, and transactions conducted through the Marketplace
are solely between the respective users.
2.4.3. Users acknowledge that PONS is not responsible for
resolving disputes between clients and legal professionals within the
Marketplace. Any disputes or claims related to services provided through the
Marketplace must be resolved directly between the involved parties. PONS may
offer reasonable assistance to facilitate communication but is not liable for
any outcome of such disputes.
2.4.4. PONS disclaims any liability for any advice,
representations, or services provided by legal professionals in the
Marketplace, including but not limited to the completeness, accuracy, or
adequacy of such services. Users are encouraged to independently verify the
qualifications and experience of any legal professional they engage through the
Marketplace.
- INPUT
AND OUTPUT
3.1 Input
3.1.1. The User is solely responsible for any
and all obligations with respect to the accuracy, quality, and legality
of the Input, as well as any third-party licenses, legal grounds, consents, and
permissions needed to use the Input with the Services. The User represents and warrants that it
owns and/or has the relevant third-party licenses, legal grounds, consents, and
permissions to all Input.
3.1.2. Any third-party software, services, or other products
(collectively �third-party services�) used by the User in connection with the
Services are subject to their own terms and conditions, and the User is solely
responsible for complying with all terms and conditions governing such
third-party services.
3.1.3. Although PONS is not responsible for any Input, PONS
may (but is not obliged to) delete any Input if it has reasonable grounds to
believe that the Input violates this Agreement or any applicable law, risks and
an infringement claim from a third party or any other liability. Before PONS
deletes any Input in accordance with this Clause 3.1.3, PONS shall provide the
User with reasonable prior notice unless PONS consider it necessary to delete
the Input prior to such notice to avoid any claim, liability or sanction.
3.2 Output
3.2.1. Subject to the User�s adherence to this Agreement,
the User is permitted to use the Output for any purpose not contrary to this
Agreement, including commercial purposes such as sale or publication. However,
for the avoidance of doubt, the User is solely responsible to assure that
Output does not infringe upon any third-party�s rights.
3.2.2. The User acknowledges that Output may not be unique
across customers/end users, and that the Services may generate the same or
similar output for PONS or a third party.
3.2.3. Artificial intelligence and machine learning are
evolving rapidly. PONS is constantly working to improve the Services to make
them more accurate, reliable, and beneficial. However, due to the probabilistic
nature of machine learning, use of the Services may result in incorrect Output
that does not accurately reflect real people, places, or facts. PONS takes no
responsibility for the Output, and the User takes full responsibility for
evaluating the accuracy of any Output as appropriate for its use case,
including by using human review.
3.2.4. For avoidance of doubt, and without limiting the
generality of Clause 3.2.3, the Output shall not be viewed as professional and
qualified legal advice, and PONS does not warrant the Output�s legal accuracy,
sufficiency, or compliance. PONS is not a law firm, does not practice law and
does not give legal advice. Hence, PONS does not bear any legal responsibility
for legal advice or information that is derived from the Output.
3.3 Input and output indemnity
User will indemnify and defend PONS against any and all
third-party claims, demands, suits or proceedings (each a �claim�) and all
related judgments, liabilities, awards, damages, costs, including reasonable
attorneys� fees and expenses, arising out of or in connection with Input and/or
the use of Output, provided that PONS (i) promptly
gives the User written notice of the claim; (ii) gives User sole control of the
defence and settlement of the claim (except that User may not settle any claim
unless the settlement unconditionally releases PONS of all liability, the
settlement does not affect PONS� Intellectual Property Rights, and the User
pays any settlement fees), and (iii) gives the User all reasonable assistance
in connection with the defence or settlement of the claim, at the User�s
expense. For avoidance of doubt, for the purposes of this Clause 3.3, a claim
against PONS shall be understood to include a claim against PONS, PONS�
Affiliates, and PONS� or its Affiliates� officers, directors, and employees.
3.4 Marketplace Content
3.4.1. Content submitted or shared within the Marketplace,
including legal documents, correspondence, or case details, is solely the
responsibility of the User providing such content. PONS does not review or
endorse any content or communication shared within the Marketplace.
3.4.2. Users must ensure that all content shared within the
Marketplace complies with applicable laws and regulations and does not infringe
on any third-party rights.
3.4.3. PONS reserves the right to remove or restrict access
to any content within the Marketplace that it reasonably believes violates
these Terms or applicable laws, though PONS is not obligated to monitor or
moderate Marketplace activities.
4.
FEES AND PAYMENT
4.1 Fees
4.1.1. The User shall pay the fees for the Services in
accordance with PONS� offered standard rates, subscription plans, or one-time
purchase fees as applicable to the User�s type (e.g., law firms, businesses,
independent lawyers, or individual clients). All fees are detailed on the PONS
website and may vary based on the selected service plan and user type.
4.1.2. Payment of fees by the User is not contingent upon
the delivery of any future functionality or features, nor is it dependent on
any oral or written statements that are not explicitly set forth in this
Agreement.
4.1.3. PONS reserves the right to update its fees or modify
its pricing structure by providing the User with at least forty-five (45) days�
prior notice. Any changes will become effective at the end of the then-current
billing cycle.
4.1.4. Termination of the Agreement by the User or PONS does
not entitle the User to a refund of any fees paid, nor does it relieve the User
of its obligation to pay any fees accrued or payable for the period prior to
the effective date of termination.
4.2 Payment Terms
4.2.1. Payments for Services provided by PONS, including
those for subscriptions, one-time purchases, or other fees, are processed
securely through Stripe. The User agrees to provide accurate and complete
payment information to facilitate processing by Stripe.
4.2.2. In the event a Work Order specifies payments by
invoicing, payment terms shall be set out in the Work Order.
4.2.3. PONS does not directly handle payments between Users,
such as payments between lawyers and clients on the Marketplace. These
transactions are also processed securely through Stripe. PONS is not
responsible for any payment disputes between Users.
4.2.4. All fees quoted are exclusive of VAT and other
applicable taxes, levies, duties, or similar governmental charges unless
otherwise explicitly stated. The User is responsible for all such taxes, and if
PONS is required to pay any taxes on the User�s behalf, the User shall promptly
reimburse PONS for such amounts. PONS will provide a detailed invoice
reflecting any such taxes.
For private Users VAT is included.
4.2.5. The User is responsible for providing accurate
billing information and updating such information as necessary to ensure
uninterrupted access to the Services. PONS is not liable for any suspension or
termination of access to the Services due to the User�s failure to maintain
accurate billing information.
4.3 Refunds and Disputes
Any refund requests for fees paid to PONS must be submitted
in writing within thirty (30) days of the disputed charge. PONS will review
each request on a case-by-case basis and issue a refund at its sole discretion,
based on the circumstances and in accordance with PONS� refund policy.
- TERM
AND TERMINATION
5.1 Term
The Agreement is valid from the earlier of (i) the Effective Date, and shall remain in
force until the expiry of the Service period as set out in the one-time
purchase, the subscription or the Work Order. (the Initial Service Term). The
Agreement shall be automatically prolonged for an additional subscription
period (�Renewal Term�), equivalent to the length of the Initial Service Term (each
renewal), until terminated by PONS with no less than ninety (90) days written
notice, or by User with no less than thirty (30) days written notice, both
counting before the expiry of then current Renewal Term. Any termination of
this Agreement shall be made in writing.
5.2 Termination for cause
In addition to any termination rights stated elsewhere in
the Agreement, a Party may terminate the Agreement for cause (i) upon thirty (30) days written notice to the other Party
of a material breach if the breach remains uncured at the expiration of the
notice period, (ii) if the other Party becomes the subject of a proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit
of creditors to the extent permitted by applicable laws or governmental
regulations, or (iii) if the other Party goes out of business, or ceases its
operations.
5.3 Effects of termination and survival
5.3.1. Upon termination of the Agreement, howsoever
occasioned, (i) the licenses under Clause 8.2 shall
terminate (except to the extent for the duration needed to allow PONS to assist
the User with data retrieval under Clause 5.3.2), and (ii) all outstanding fees
shall be due and payable.
5.3.2. In connection with termination of the Agreement or
otherwise during the Term, PONS undertakes to, on the User�s reasonable request
and at the User�s reasonable expense (unless applicable law provides
otherwise), assist the User in retrieving any Input stored in the Services (if
any) in a standard machine-readable format. In addition, unless otherwise
required under applicable law, both Parties shall promptly return or, if so instructed by the other Party, destroy, any Confidential
Information of the other Party. Upon User�s written request, PONS shall delete
any Input stored in the Services (if any) in a manner rendering it impossible
to recreate.
5.3.3. The provisions herein that by their nature are
intended to survive the expiration or termination of this Agreement shall so
survive to the extent necessary to the intended preservation of the Parties�
rights and obligations. It is noted that the confidentiality undertakings in
Clause 7.2 shall survive for the longer of (i) five
(5) years counting from the termination hereof, (ii), in relation to any
Confidential Information which comprise Intellectual Property Rights, the term
of protection for the Intellectual Property Right, and (iii) in relation to any
Confidential Information which comprise information covered by statutory and/or
bar association rules on confidentiality, the time period required under
applicable law/bar association rules (which, the Parties acknowledge, may be
eternal or at least one hundred (100) years).
- WARRANTIES
AND LIABILITY.
6.1
Services Warranty
6.1.1. PONS warrants during the Term that:
(i) The Services, including AI
tools and the Marketplace, will perform substantially as described in the
Agreement and be delivered professionally according to industry standards.
(ii) The security measures described in Clause 7.3 will be
maintained without significant reduction throughout the Term.
(iii) The core functionality of the PONS Platform will
remain intact, though PONS does not guarantee uninterrupted service, absolute
accuracy, or error-free operation, especially concerning AI-generated outputs,
which may vary.
6.1.2. PONS may modify or discontinue parts of the Services
to comply with laws, improve security, or avoid infringing third-party rights,
provided such changes do not significantly reduce overall functionality.
6.1.3. Except in cases of gross negligence or wilful
misconduct by PONS, the User�s sole remedies for a breach of Clause 6.1.1 are
to (i) request correction, or (ii) if correction is
not feasible and the breach is significant, terminate the Agreement as per
Clause 5.2.
6.2 Implementation Work Warranty
6.2.1. PONS warrants that any Implementation Work described
in the Work Order will be conducted in line with industry standards.
6.2.2. Except in cases of gross negligence or wilful
misconduct by PONS, the User�s remedies for a breach of Clause 6.2.1 are to (i) request re-performance, or (ii) if re-performance is not
feasible, request a reasonable fee adjustment, and (iii) terminate the Work
Order related to the Implementation Work if no remedy is possible.
6.3 Liability and Limitations
6.3.1. Neither Party is liable for indirect, incidental, or
consequential damages, including lost profits or opportunities.
6.3.2. The total liability of either Party under this
Agreement shall not exceed the total fees paid by the User in the twelve (12)
months before the claim arose.
6.3.3. The limitations in Clauses 6.3.1 and 6.3.2 do not
apply to:
(i) Claims under Clause 3.3 (Input
and Output Indemnity).
(ii) Breaches of Clause 7.2.1 (Confidentiality).
(iii) Claims arising from gross negligence or wilful
misconduct.
6.3.4. The limitations in Clauses 6.3.1 and 6.3.2 also apply
to:
(i) External security breaches
provided the affected Party has fulfilled its security obligations under Clause
7.3.
(ii) Errors or omissions by third-party AI model providers
used in the PONS Platform.
6.3.5. Claims for damages must be notified within twelve
(12) months of the event causing the claim and no later than six (6) months
after the Agreement�s termination.
6.3.6. If the User�s Affiliates use the Services, as
specified in the applicable Work Order, the User is responsible for their usage
as if it were its own.
6.3.7. PONS is not liable for third-party content accessed
through the Services, including external websites, databases, or other
resources.
6.3.8. The User is responsible for ensuring that their use
of the Services, including any generated Output, complies with applicable
export control laws and trade sanctions.
- CONFIDENTIALITY
AND INFORMATION SECURITY
7.1
Definition of Confidential Information
7.1.1. Confidential Information refers to
any non-public information disclosed by a Party (�Disclosing Party�) to the
other Party (�Receiving Party�), whether orally, in writing, or electronically,
that is either designated as confidential or should reasonably be understood as
confidential given its nature and the circumstances of disclosure. This
includes, but is not limited to:
- (i) Information related to the Services, including any
software, AI models, tools, methodologies, and processes utilized by PONS.
- (ii)
User data, Inputs, Outputs, and any other content submitted to or
generated by the Services.
- (iii)
The terms and conditions of this Agreement, including pricing, financial
details, and other related negotiations.
- (iv)
Business plans, marketing strategies, technical specifications, product
development plans, and any intellectual property shared between the
Parties.
7.1.2. Exclusions from Confidential Information:
Confidential Information does not include any information that:
- (i) Becomes publicly available through no act or
omission of the Receiving Party.
- (ii)
Was in the Receiving Party�s lawful possession prior to disclosure,
without an obligation of confidentiality.
- (iii)
Is lawfully disclosed to the Receiving Party by a third party without
restriction on disclosure and without breach of any confidentiality
obligations; or
- (iv)
Is independently developed by the Receiving Party without reliance on or
use of the Disclosing Party�s Confidential Information, as evidenced by
written records.
7.2 Obligations of Confidentiality
7.2.1. Non-Disclosure and Limited Use: The
Receiving Party agrees to maintain the confidentiality of the Disclosing
Party�s Confidential Information and not to use such information for any
purpose other than as necessary to perform its obligations or exercise its
rights under this Agreement.
7.2.2. Permitted Disclosures: The Receiving
Party may disclose Confidential Information only to those employees, agents,
contractors, or advisors (�Representatives�) who need to know such information
for the purposes of this Agreement, provided that such Representatives are
bound by confidentiality obligations no less restrictive than those in this
Agreement. The User also acknowledges that certain Input and Output data may be
processed by third-party AI model providers integrated into the PONS Platform,
in accordance with their terms of use.
7.2.3. Disclosure Required by Law: If the
Receiving Party is required to disclose Confidential Information by law or in
response to a valid court order, governmental directive, or regulatory
requirement, it must, to the extent legally permissible:
- (i) Promptly notify the Disclosing Party of the
requirement so that the Disclosing Party may seek an appropriate
protective order or other remedy.
- (ii)
Provide reasonable assistance to the Disclosing Party, at the Disclosing
Party�s expense, in obtaining such protective measures.
7.3 Information Security Measures
7.3.1. Standard of Care: Each Party agrees to
protect the other Party�s Confidential Information with the same standard of
care it uses to protect its own Confidential Information, but in no event less
than a reasonable standard of care. This includes implementing and maintaining
appropriate technical and organizational measures to safeguard Confidential
Information against unauthorized access, use, or disclosure.
7.3.2. PONS Security Commitment: PONS is ISO
27001 compliant and commits to maintaining this security level throughout the
Term of the Agreement.
7.3.3. Incident Response: In the event of a
security breach or incident involving Confidential Information, the affected
Party must promptly notify the other Party and provide sufficient details about
the breach, including the nature and scope of the incident, the impact on Confidential
Information, and the steps being taken to mitigate the breach and prevent
future incidents.
- INTELLECTUAL
PROPERTY RIGHTS
8.1
Ownership and General Provisions
8.1.1. Ownership of Services: PONS and its
licensors retain all rights, title, and interest in the Services, including all
associated Intellectual Property Rights. Nothing in this Agreement transfers
any rights to the User beyond what is explicitly granted herein.
8.1.2. User Ownership of Input: The User retains
all rights to their Input and any modifications or customizations made within
their account. This includes any data, documents, workflows, templates, or
settings created by the User during their use of the Services.
8.1.3. Modification of Services: PONS may update
or modify the Services at any time to improve functionality, comply with legal
requirements, or address security issues. Such modifications may temporarily
affect the User�s access or usage but will not materially reduce the overall
functionality of the Services.
8.2 Licenses and Usage Rights
8.2.1. License to use Services: PONS grants the
User a limited, non-exclusive, non-transferable license to use the Services
during the Term of Agreement.
8.2.2. License for Input Usage: The User grants
PONS a license to use, process, and store their Input solely to provide and
enhance the Services, as described in this Agreement. This license does not
confer any ownership rights to PONS over the Input.
8.3 Feedback and Usage Data
8.3.1. Feedback: Any Feedback provided by the
User may be used by PONS to improve the Services without any obligation to
compensate the User. All Intellectual Property Rights resulting from such
Feedback will vest in PONS.
8.3.2. Usage Data: PONS may collect aggregated
and anonymized data about how the Services are used to improve functionality
and user experience. This data will not include any personally identifiable
information or specific Input and will not be used for training AI models
unless separately agreed in writing.
- PERSONAL
DATA
9.1
Data Processing by PONS as a Processor
9.1.1 When providing Services to the User, PONS acts as a
data processor, processing personal data on behalf of the User in accordance
with the Data Processing Agreement (DPA) entered into
by the Parties. PONS will process personal data only as instructed by the User
and for the sole purpose of delivering the agreed Services.
9.2 Data Processing by PONS as a Controller
9.2.1 PONS may also process personal data for its own
purposes as a data controller, as outlined in PONS� Privacy Notice. This
processing may include data necessary for managing accounts, billing, customer
support, and improving the Services. Users can review PONS� Privacy Notice
at www.pons.io/legal to
understand how their data is processed and protected.
9.3 Data Processing by Third-Party AI Providers
9.3.1 The Parties acknowledge that any personal data
processed as a result of using generative or base AI
models is handled by the provider of that AI model in its capacity as a data
controller. PONS does not control or assume responsibility for the data
processing practices of these third-party AI providers. Users are encouraged to
review the respective privacy policies of these providers to understand their
data handling practices.
- MISCELLANEOUS
10.1
No Partnership
This Agreement does not establish any partnership, joint
venture, or agency relationship between the Parties or their Affiliates. Each
Party remains independent of each other, and neither Party is authorized to
bind the other or incur obligations on the other�s behalf.
10.2 Notices
Unless otherwise specified in this Agreement, all notices,
permissions, and approvals must be in writing and be sent to support@pons.io.
Notices of termination must be sent to supprt@pons.io and the PONS account
manager.
10.3 Waiver
No delay or failure by either Party to exercise any right
under this Agreement will constitute a waiver of that right. Any waiver must be
in writing and signed by the Party granting it. A waiver on one occasion shall
not be considered a waiver on any future occasion.
10.4 Severability
If any provision of this Agreement is held invalid or
unenforceable, the remaining provisions will continue in full force. The
Parties will negotiate in good faith to amend any invalid or unenforceable
provision to achieve, as closely as possible, the original intent.
10.5 Assignment
User may not assign this Agreement or any rights or
obligations under it without the prior written consent of PONS.
10.6 Subcontractors
PONS may use subcontractors to provide the Services, subject
to Clause 7 and the Data Processing Agreement. PONS remains responsible for its
subcontractors� actions and omissions as if they were PONS� own and will be the
sole point of contact for all matters relating to the Services. Upon request,
PONS will provide a list of subcontractors with access to the User�s
Confidential Information.
10.7 Marketing
If agreed in the Work Order, the User grants PONS the right
to use the User�s company name, logo, trademarks, and user quotes for marketing
and public relations purposes. Upon the User�s written request, PONS will cease
any such use.
10.8 Force Majeure
10.8.1. Neither Party will be liable for any failure or
delay in performing obligations under this Agreement due to circumstances
beyond its reasonable control, including natural disasters, pandemics, war,
civil unrest, labour disputes, government actions, or internet outages.
10.8.2. The affected Party must take commercially reasonable
steps to mitigate the impact of such circumstances.
10.8.3. If a force majeure event prevents substantial
performance for more than one month, either Party may terminate this Agreement
without liability.
10.9 Entire Agreement
This Agreement constitutes the entire understanding between
the Parties regarding its subject matter and supersedes all prior agreements,
representations, or understandings, whether written or oral.
10.10 Terms of Service Amendments
PONS may amend these ToS. Amendments will be posted on www.pons.io/legal and become effective thirty (30) days after posting, or a date specified by PONS. If a User believes an amendment materially affects their rights, they may terminate the Agreement by notifying PONS no later than five (5) days before the effective date of the amendment. Continued use of the Services after the effective date constitutes acceptance of the amended ToS.
- GOVERNING
LAW AND DISPUTES
11.1. Governing law
The rights and obligations of the parties under Terms of
Service shall in its entirety be governed by Norwegian law.
11.2. Dispute Resolution
In the event of a dispute arising under or relating to
Services and these ToS, the parties agree to seek an
amicable resolution through mutual negotiation.
Inquiries or claims can be sent to conflict@pons.io
Any dispute
which cannot be resolved through negotiation, shall be finally decided by
arbitration in Oslo in accordance with the provisions of the Norwegian
Arbitration Act. The Rules of the Arbitration and Dispute Resolution Institute
of the Oslo Chambers of Commerce in force at the time when the arbitration is
initiated shall apply to the arbitration proceeding(s). The arbitration
proceedings shall be conducted in English and shall be confidential, including
any award delivered.
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