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Terms of Service
 

January 2025

PANDO RWA INC. Terms of Service

Welcome to PandoAlts, the alternative investment platform created to connect wealth managers, general partners, broker dealers and services providers all-in-one-place.  What follows are the Pando Terms of Service (“TOS”), which are legally binding between you (“User”) and Pando RWA Inc. (“Pando”) and its affiliated entities and govern the use of any services and products on our website pandoalts.com or any successor sites (“Site”).  User’s access to and use of the Pando Service is governed solely by the terms of these Terms of Service which supersede the terms of any other prior writing or understanding between the parties.

  1. Definitions.  As used in these Terms Of Service:

    1. “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, customer, employee, planning, and other confidential or proprietary information, disclosed under these TOS, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary.  User Data is the Confidential Information of User.  Confidential Information of Pando includes information derived from or concerning the Pando Service, the Pando Platform, the Documentation and the terms of these TOS.

    2. “Connected Account” means any third-party platform connected to, or integrated with, the Pando Service by or on behalf of User, such as email systems, rating/pricing systems and scheduling automation platforms.

    3. “Connected Account Data” means any data collected from, or provided by, any Connected Account.

    4. “Documentation” means any user manuals, glossaries, FAQs, onboarding checklists, questionnaires, forms and online materials provided by Pando to User that describe the features, functionality, or operation of the Pando Platform.

    5. “Go-Live Date” means the date the Pando Service is properly integrated with User’s Connected Account(s) and all other Professional Services that are integration services have been completed, as mutually agreed upon by the parties in writing (email acceptable).

    6. “Integration Tools” means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Pando in the performance of any Professional Services related to the integration, implementation, connection and/or onboarding of any Connected Account. For clarity, Integration Tools do not include Connected Accounts or any confidential information of User.

    7. “Order Form” means any order form for Pando Service executed by both parties that references these TOS.

    8. “Performance Data” means any log files, metadata, telemetry data and other technical performance data automatically generated by the Service relating to the use, performance, efficacy, reliability and/or accuracy of the Pando Service, which does not contain any personally identifiable information or User Data.

    9. “Professional Services” means any integration, onboarding or other professional services that may be performed by Pando hereunder.

    10. “Statement of Work” means any mutually agreed upon work order or statement of work that specifies the Professional Services to be made available by Pando hereunder.

    11. “User Data” means Connected Account Data, and any other data uploaded or transmitted to the Pando Service by User.

    12. “Users” means User’s employees, representatives, consultants, contractors, or agents authorized by User to access the Pando Service.

    13. “Pando Platform” means the technology, including AI and machine learning algorithms, used by Pando to deliver the Pando Service to User.

    14. “Pando Service” means the on-line service delivered by Pando to User using the Pando Platform as described in the Order Form.

  2. Pando Service. 

    1. Subscription to the Pando Service.  Commencing as of the Go-Live Date, subject to the terms and conditions of these TOS, Pando hereby grants to User a non-sublicensable, non-transferable (except as provided in Section 13), non-exclusive subscription to access and use the Pando Service by solely for User’s internal business purposes.

    2. Support.  Subject to the terms of these TOS, Pando shall, commencing as of the Go-Live Date, use commercially reasonable efforts to (a) maintain the security of the Pando Service; (b) provide 8am – 6pm (EST) email support, excluding federal holidays and (c) perform the Pando Service in accordance with these TOS.

  3. Onboarding and Connected Accounts.

    1. Connected Accounts. In order to access many of the features and functions of the Pando, Service, User will need to link its Connected Accounts to the Pando Service.  By granting Pando access to any Connected Account, (i) User represents and warrants that it is entitled to disclose any log-in information provided by User in connection therewith (if applicable) and/or to grant Pando access to such Connected Accounts, (ii) User represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) User acknowledges that Pando may access Connected Account Data so that it may be used in accordance with the terms of these TOS.  User further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Pando will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.

    2. Integrating Connected Accounts. User acknowledges and agrees that in order to properly onboard to the Pando Service and make full use of features and functions of the Pando Service, User will need to integrate or connect to Connected Accounts with the Pando Service.  The Pando Platform has certain prebuilt integrations readily available.

    3.  Professional Services. Pando will use commercially reasonable efforts to provide the Professional Services, as may be set forth in a Statement of Work or Order Form from time to time. In the event of any conflict between the terms of these TOS and any Statement of Work or Order Form, the terms of these TOS will control, unless the terms of the Statement of Work, or Order Form, as applicable, specifically identify those section(s) of these TOS to be superseded by the Statement of Work or Order Form, in which case the Statement of Work or Order Form, will control solely with respect to such section(s).

  4. User’s Use of the Pando Service. 

    1. Access and Security Guidelines.  Each User will be provided access to and use of the Pando Service through confidential account credentials.  User will be responsible for all uses of its account, except to the extent caused by Pando’s negligence.  User will promptly notify Pando of any unauthorized use or access to its account.  User seats may not be shared amongst other Users.

    2. Restrictions.  User will not, and will not permit any User or other party to: (a) reverse engineer, disassemble or decompile any component of the Pando Platform; (b) interfere in any manner with the operation of the Pando Service, or the Pando Platform or the hardware and network used to operate the Pando Service; (c) sublicense any of User’s rights under these TOS, or otherwise use the Pando Service for the benefit of a third party or to operate a service bureau; (d) modify, copy or make derivative works based on any part of the Pando Platform; or (e) otherwise use the Pando Service in any manner that exceeds the scope of use permitted under Section 2.1. 

  5. Confidential Information.  The receiving party agrees that it will not use or disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under these TOS.  The receiving party will limit access to the Confidential Information to those who have a need to know such information to use or provide the Pando Service.  The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in a reasonable manner.  Upon termination of these TOS, the receiving party will return to the disclosing party or destroy all copies of the Confidential Information.  The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, or (c) is independently developed by the receiving party.  The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.

  6. Ownership and Data.

    1. Pando Platform and Technology.  User acknowledges that Pando retains all right, title and interest in and to the Pando Platform, including all algorithms, AI, language and visual models and improvements thereto, Integration Tools and all software and all Pando proprietary information and technology used by Pando or provided to User in connection with the Pando Service (the “Pando Technology”), and that the Pando Technology is protected by intellectual property rights owned by or licensed to Pando.  Other than as expressly set forth in these TOS, no license or other rights in the Pando Technology are granted to the User.  User hereby grants Pando a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Pando Service any suggestions, enhancement requests, recommendations or other feedback provided by User, including Users, relating to the Pando Service.  Pando shall not identify User as the source of any such feedback.

    2. User Data.  User retains all right, title and interest in and to the User Data.  User hereby grants to Pando a non-exclusive, worldwide, royalty-free and fully paid-up license to: (a) access and use User Data to provide the Pando Services to User; and (b) use User Data on an aggregated and anonymized basis to improve the Pando Services; provided, that, the license grant in subpart (b) shall be perpetual and irrevocable.  User represents and warrants that it has all necessary rights to grant Pando the foregoing licenses.

    3. Data Security.   Pando currently utilizes Google Cloud Platform, a reputable hosting services provider, to store all User Data; provided, that, Pando may utilize other hosting service providers of similar repute, such Amazon Web Services or Microsoft Azure.  In the event Pando becomes aware of any loss or unauthorized access, disclosure or use of any User Data (“Security Breach”), Pando will (i) promptly notify User in writing of such Security Breach, and (ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof.  Any notification of any Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks.

    4. Performance Data. Pando retains all right, title and interest in and to the Performance Data, and may use Performance Data for any lawful purpose.

  7. Term and Termination. 

    1. Unless terminated by Pando, the Terms will remain in full force and effect while Users access or use the Site or any of the Services. Subject to the last sentence of this Section, the User may terminate the TOS at any time by notifying Pando via email to support@pandoalts.com of User’s wish to terminate their account, deleting all User Content provided to Pando and ceasing to use the Site and Services; provided that upon such termination all rights to use and access any of the Services will be immediately and automatically revoked. Pando may terminate the TOS at any time, including if User is suspected of violating any provision of the TOS. Upon termination of the TOS for any reason, the User shall destroy and remove from all computers, cloud storage and other storage media all Content that User acquired through use of the Site or Services. All provisions of sections 1, 5, 6, 7.2, 8.2, 8.3, 8.4, 10, 11, and any other provision of the TOS which by their nature are designed to survive termination shall survive any termination or expiration of the TOS.

  8. Warranty; Disclaimer.  

    1. Limited Warranty.  During the Term, Pando warrants that the Pando Service, when used as permitted by Pando and in accordance with the Documentation, will operate as described in the Documentation in all material respects.  If User notifies Pando of any breach of the foregoing warranty, Pando shall, as User’s sole and exclusive remedy, provide use commercially reasonable efforts to repair and fix the non-conforming service. 

    2. Disclaimer.  Except as expressly provided in Section 8.1, and to the maximum extent permitted by applicable law: (a) the Pando Service, Pando Platform and documentation are provided “as is” and “as available” and (b) Pando and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

  9. Connected Accounts.   User acknowledges that Pando has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data.  Pando will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts.

  10. Indemnity. 

    1. By Pando.  If any action is instituted by a third party against User based upon a claim that the Pando Service or Pando Platform, as delivered, infringes any third party’s intellectual property rights, Pando shall defend such action at its own expense on behalf of User and shall pay all damages attributable to such claim which are finally awarded against User or paid in settlement.  If the Pando Service or Pando Platform is enjoined or, in Pando’s determination is likely to be enjoined, Pando shall, at its option and expense (a) procure for User the right to continue using the Pando Service, (b) replace or modify the Pando Platform or Pando Service so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate these TOS and User’s access to the Pando Service and refund any amounts previously paid for the Pando Service attributable to the remainder of the then-current term.  This Section sets forth the entire obligation of Pando and the exclusive remedy of User against Pando for any claim that the Pando Service infringes a third party’s intellectual property rights.

    2. By User.  Solely to the extent permitted under applicable law, if any action is instituted by a third party against Pando relating to (a) User’s breach or alleged breach of Section 2.1, or (b) User’s use of the Pando Services in violation of any applicable laws, rules or regulations, User will defend such action at its own expense on behalf of Pando and shall pay all damages attributable to such claim which are finally awarded against Pando or paid in settlement of such claim.  This subsection states the sole and exclusive remedy of Pando and the entire liability of User for the claims and actions described herein.

    3. Procedure.  Any party that is seeking to be indemnified under the provision of this Section 9 must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim. 

  11. Limitation of Liability.  To the extent permitted by law and excluding breaches of confidentiality, in no event shall Pando or User be liable for special, incidental, consequential or punitive damages or lost profits in any way relating to these TOS.  In no event shall Pando’ or User’s aggregate, cumulative liability in any way relating to these TOS exceed the amount of any fees actually received by Pando from User pursuant to the applicable Order Form or Statement of Work during the twelve (12) months preceding the claim. (the “Standard Cap”).  Notwithstanding the foregoing, in no event with PANDO’ total aggregate liability with respect to any breaches of confidentiality, or claims of data loss or data breach exceed an amount equal to three (3) times the Standard Cap.  The foregoing limitations shall not apply to payment and indemnity obligations.  the parties would not have entered into these TOS but for such limitations.

  12. General Provisions. 

Neither party may assign any rights or obligations arising under these TOS, without the prior written consent of the other; except that either party may assign these TOS without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  Any attempted assignment or transfer in violation of the foregoing will be null and void.  User agrees that Pando may subcontract certain aspects of the Pando Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Pando of any of its obligations hereunder.  These TOS will be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflicts of laws principles.  Any notice under these TOS must be given in writing to the other party at the address set forth above.  Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, or (b) sent by recognized courier service.  These TOS and the exhibits attached hereto (as modified by the parties from time to time) is the entire understanding and agreement of the parties and supersedes any and all previous and contemporaneous understandings.  Only a writing signed by both parties may modify it.  In the event that any provision of these TOS is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these TOS will remain in full force and effect.  Any waiver or failure to enforce any provision of these TOS on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  All waivers must be in writing. The parties to these TOS are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by these TOS.  These TOS may be executed in counterparts, which taken together shall form one legal instrument.

 

Last updated: January 17, 2025

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