Terms and Conditions​

The following Terms and Conditions may be updated from time to time without notice. The User may review the most current version of our Terms of Service at any time.

Version – – December 05, 2017

a. The “Terms of Use” governs use of https://www.pacmanageronline.com (the “Site”). The “Site” also includes services, technologies, content and any other materials available on the Site. This Terms of Use is a contract between, on the one hand, Spud Software Inc. (“Spud,” “Provider,” “we,” “us,” or “our”) and, on the other hand, Customer (as defined below) and, where Customer is a separate organization, you. “Customer” means the organization or individual on whose behalf the account is created. “You” means you personally. You represent that you are over the age of eighteen (18) years old and authorized to enter into binding obligations.

b. IF YOU ARE USING THE SITE AS A REPRESENTATIVE OF AN ORGANIZATION, by clicking “I accept” you represent, warrant, and covenant that such ORGANIZATION has granted you authority to bind it as a contracting party to these Terms of Use AND THAT IT AND YOU INTEND IT TO BE SO BOUND.

c. Customer’s right to use the SITE is subject to your accepting the Terms of Use and doing so electronically. If you do not accept the Terms of Use, customer may not use the SITE. If you wish to accept the terms, please click “I ACCEPT” after reading the terms. Please note that, by accepting the Terms of Use, you are agreeing that disputes relating to the Terms of Use and/or Site shall be governed by Michigan law and resolved in the state or federal courts located in Flint, Michigan. Please review Section 14 and all of the provisions of the Terms of Use.

d. You, on your own behalf, and on behalf of Customer, if Customer is an organization, have read and agree to the Privacy Policy located at https://www.pacmanageronline.com/PrivacyPolicy.

e. IMPORTANT NOTE: COMMERCIAL ELECTRONIC EMAIL, TEXTING, AND SOCIAL MEDIA MESSAGING AND POSTING (“ELECTRONIC MESSAGING” or “ELECTRONIC MESSAGES”) IS HIGHLY REGULATED. APPLICABLE LAW DEFINES THE BOUNDARIES OF LAWFUL AND UNLAWFUL CONDUCT WITH RESPECT TO THE TRANSMISSION OF ELECTRONIC MESSAGING. CUSTOMER (AND YOU, IF CUSTOMER IS A SEPARATE ORGANIZATION) MAY USE THE SITE ONLY IF CUSTOMER (AND YOU, IF CUSTOMER IS A SEPARATE ORGANIZATION) ARE IN COMPLETE COMPLIANCE WITH APPLICABLE LAW, INCLUDING THE CAN-SPAM ACT AND THE TELEPHONE CONSUMER PROTECTION ACT, AS THOSE LAWS HAVE BEEN AMENDED, AND ALL RULES PROMULGATED PURSUANT THERETO. SPUD HAS A ZERO-TOLERANCE POLICY REGARDING UNLAWFUL ELECTRONIC MESSAGING AND MAY ELECT TO TERMINATE, WITHOUT NOTICE, ANY ACCOUNT USED IN VIOLATION OF THE LAW. AS OF THE DATE OF THESE TERMS OF USE, THE FEDERAL TRADE COMMISSION PROVIDES INFORMATION REGARDING UNLAWFUL SPAM EMAIL AT http://www.business.ftc.gov/documents/bus61-can-spam-act-compliance-guide-business. AS OF THE DATE OF THIS TERMS OF USE, THE FEDERAL COMMUNICATIONS COMMISSION PROVIDES INFORMATION REGARDING UNLAWFUL TEXTING AT http://www.fcc.gov/document/fcc-strengthens-consumer-protections-against-telemarketing-robocalls-0. IF CUSTOMER WISHES, OR YOU (IF CUSTOMER IS A SEPARATE ENTITY) WISH, TO USE OUR TECHNOLOGY FROM A JURISDICTION OTHER THAN THE UNITED STATES OR TO SEND MESSAGES THAT ARE DIRECTED TO RECIPIENTS IN COUNTRIES OTHER THAN THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLYING WITH THE APPLICABLE LAWS OF THOSE COUNTRIES REGARDING ELECTRONIC MESSAGING. FOR EXAMPLE, BUT NOT BY WAY OF LIMITATION, INFORMATION REGARDING CANADA’S LAWS REGARDING ELECTRONIC MESSAGING MAY BE FOUND AT http://www.ic.gc.ca/eic/site/030.nsf/eng/home. ADDITIONALLY, BEFORE USING OUR SITE, PLEASE REVIEW THE LAW OF THE APPLICABLE JURISDICTION. YOUR USE OF THE SITE CONSTITUTES A REPRESENTATION THAT YOU HAVE DONE SO AND THAT CUSTOMER AND YOU ARE AND SHALL BE IN COMPLIANCE AND THAT YOU WILL NOT USE OUR SITE IN ANY MANNER TO THE EXTENT THAT SUCH USE IS IN CONFLICT IN ANY WAY WITH APPLICABLE LAW. YOU MAY WISH TO CONSIDER CONSULTING WITH YOUR LEGAL PROFESSIONAL REGARDING THESE ISSUES. WITHOUT LIMITING THE FOREGOING, THIS SITE IS NOT INTENDED TO BE DIRECTED TO ANY JURISDICTION THAT PROHIBITS THE OFFERING OF SERVICES THAT ARE PROVIDED HEREIN OR THE MANNER IN WHICH THEY ARE OFFERED PURSUANT TO THIS SITE. PLEASE SEE SECTIONS 5 AND 6 RELATING TO PROHIBITED ACTIVITIES. PLEASE READ THE TERMS OF USE CAREFULLY.

2. Modifications to Terms of Use. Customer agrees to review the Terms of Use prior to each use of the Site. Customer agrees that we may modify the Terms of Use and that such modification shall become effective immediately upon posting of the modified Terms of Use to the Site. If Customer does not accept the modifications, then Customer (and you, if Customer is a separate organization) must cease using the Site. The modified Terms of Use will contain the date of posting at the top of the first page.

3. Permission to Use the Site; Limitations on Use of the Site.

a. Subject to Customer’s acceptance and while Customer remains (and, if Customer is an organization, you also remain) in compliance with the Terms of Use, we grant Customer a limited, revocable, non-exclusive, non-transferable license to use the Site solely and exclusively for Customer’s own internal use and not for any other purpose, including but not limited to, for example and not by way of limitation, as a data center, time-sharing, service bureau, or reseller. Customer’s use shall be through authorized registered users if Customer is an Organization. This license is solely and exclusively for Customer’s benefit and not the benefit of any third party. All other uses of the Site are prohibited.

b. Without limiting the foregoing, Customer further agrees (and, if Customer is an organization, you agree) not to use the Site to send Electronic Messages that: (i) violate applicable law, including but not limited to, a data center, time-sharing, service bureau, or reseller. Customer’s use shall be through authorized registered users if Customer is an Organization. This license is solely and exclusively for Customer’s benefit and not the benefit of any third party. All other uses of the Site are prohibited.

b. Without limiting the foregoing, Customer further agrees (and, if Customer is an organization, you agree) not to use the Site to send Electronic Messages that: (i) violate applicable law, including but not limited to, laws regarding texting and Spam email; (ii) contain misleading or incorrect information; (iii) contain or attach content not created by Customer or you, or that may violate the rights of any third party, including but not limited to, intellectual property rights, trade secret rights, rights of publicity, privacy rights and other rights in data, or contractual rights; (iv) include recipients whose contact information was purchased, rented, or otherwise acquired through a third party; or (v) contain any content that you are not authorized to send, or that is targeted to any person who has requested not to receive Electronic Messages or who you reasonably ought to know would not want to receive such Electronic Messages.

4. Payment. Our charges are posted on the Site and may change from time to time. All accounts are charged and invoiced on a monthly basis based on the Customer’s usage of the Site. Customers are allotted a set number of Electronic Messages per month for a flat fee. Both the number of Electronic Messages allotted under the flat fee and the amount of the fee charged may change without notice. Customers will incur additional charges for Electronic Messages which exceed the allocated number. By creating an account on the Site and paying with a credit card, you represent and warrant that you are authorized to use that credit card to purchase services from us. Customers may terminate their accounts at any time, but will not receive a refund for unused Electronic Messages, except where required under applicable law. Customer agrees to be responsible for and to pay, and we have the right to collect from you, to the maximum extent authorized by law, any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this Terms of Use and/or use or possession of the Site (except for taxes based on net income payable by us). ALL SALES ARE FINAL.

5. Prohibited Activity. Customer agrees (and you agree, if Customer is a separate organization) that Customer (and you) will not use our Site to transmit or otherwise process content in connection with any of the following industries involving: services offering escorts and/or dating; list broker services or list rental services; services selling or offering pharmaceutical, nutritional, herbal or vitamin products or supplements; services offering multi-level or affiliate marketing opportunities; any on-line trading or stock or investment related services; services promoting work from home, make more money online, and lead generation opportunities; services and products involving adult novelty items; services involving gambling; services involving mortgages, loans, credit repair, and get out of debt opportunities.

6. Other Prohibited Activity. Additionally, Customer (and, if Customer is an organization, you) will not: (a) access or attempt to access the Site or any part of thereof that Customer is not authorized to access or through any means that Customer is not authorized to use; (b) disrupt or interfere with the security of, or otherwise cause harm to the Site, systems resources, accounts, passwords, servers or networks connected to or accessible through the Site or any affiliated or linked websites or access or use the Site in any manner that could damage, disable, overburden, or impair any server or network used by us in connection with the Site; (c) post or otherwise upload or use the Site to transmit any information of a sensitive nature, such as health information, social security numbers, credit card numbers, or any other information that, if generally exposed, could lead to identity theft, financial fraud, embarrassment, or other harm; (d) use the Site in any manner that infringes upon or violates any intellectual property rights or other rights or interest of any party or otherwise constitutes pornography, defamation, harassment, bullying, predatory behavior, false and deceptive advertising, or hate speech; (e) post or otherwise submit any software, programs, or files via the Site that are harmful or disruptive of another’s equipment, software, or other property, including any corrupted files, time bombs, Trojan Horses, viruses, and worms; (f) disrupt, interfere with, or inhibit any other user from using and enjoying the Site or other websites; (g) violate any applicable laws or regulations related to the access to or use of the Site, including, but not limited to, laws relating to the sale or promotion of illegal goods or services or contraband, laws relating to import and export control, and the CAN-SPAM Act and Telephone Consumer Protection Act, and/or engage in any activity prohibited by the Terms of Use; (h) compile, use, download, or otherwise copy any materials available on the Site (except as expressly permitted by the Terms of Use), or transmit, provide, or otherwise distribute (whether or not for a fee) such materials to any third party; (i) use, or allow anyone else to use, any robot, spider, or other such programmatic or automatic device, including but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site; (j) frame, mirror, or use framing techniques on any part of the Site without our express prior written consent; (k) make any use of, or allow anyone else to make any use of, data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing the Site, or any portion thereof, or otherwise scrape, collect, store, or use the Site, except pursuant to the limited license granted by the Terms of Use; (l) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site; or (m) remove any copyright, trademark, or other proprietary rights notice from the Site. These examples of prohibited conduct are illustrative and are not exhaustive. TO THE MAXIMUM EXTENT AUTHORIZED BY LAW WE RESERVE THE RIGHT, BUT DISCLAIM ANY OBLIGATION WHATSOEVER, TO MONITOR OUR SITE AND YOUR COMPLIANCE WITH THIS SECTION AND WITH THE TERMS OF USE AS AWHOLE.

7. Intellectual Property.

a. Customer and you (if Customer is a separate organization) acknowledge that we own all right, title and interest, including all intellectual property rights, in and to the Site, and Customer hereby disclaims any interest. We expressly reserve all rights not explicitly granted. As between Provider and Customer, Customer owns all information and data that Customer and you input or upload on to the Site (while the license is in effect).

b. Customer represents and warrants (and, if Customer is a separate organization, you represent and warrant) that in fact Customer owns or has rights to all data uploaded to the Site and that using such data and information shall not infringe or otherwise violate the rights of any third party, including but not limited to privacy rights, rights of publicity, intellectual property rights and other proprietary rights of any such third party. With respect to content Customer posts (and, if Customer is a separate organization, you post) to the Site, Customer grants (and, if Customer is a separate organization, you grant) us a non-exclusive, royalty-free, worldwide license to use the content for purposes of processing on the Site. With respect to content that Customer shares (and, if Customer is a separate organization, you share) on the Site on pages party. With respect to content Customer posts (and, if Customer is a separate organization, you post) to the Site, Customer grants (and, if Customer is a separate organization, you grant) us a non-exclusive, royalty-free, worldwide license to use the content for purposes of processing on the Site. With respect to content that Customer shares (and, if Customer is a separate organization, you share) on the Site on pages that are visible to the user community (for example, site blogs or comment pages), Customer hereby grants (and, if Customer is a separate organization, you hereby grant) us a perpetual, irrevocable, royalty-free, worldwide license to display, distribute, reproduce, reformat, make available for download, modify and use such content and sublicense these rights to other users of the Site. In addition, Customer agrees that we may identify Customer as the source of such Content (using the name and contact information Customer provides us).

c. Provider’s trademarks may not be used in any manner (including in “meta-tags” or “hidden text”) without our prior written approval. All content included on the Site, such as text, graphics, images, audio clips, video, data, music, software, and other material is owned or licensed property of Provider or its suppliers or licensors and is protected by copyright or other proprietary rights. Any unauthorized use of these materials may violate trademark, copyright, patent, or other laws and is prohibited.

8. Copyright Infringement. We respect the intellectual property rights of others. It is our policy to terminate the access privileges of those who repeatedly infringe the copyrights of others. If any person or entity believes that such party’s work has been posted on the Site in a way that constitutes copyright infringement, please contact us at the address below and provide the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that the party claims has been infringed, and identification of the URL or other specific location on the Site where the material that the party claims is infringing is located; (c) the party’s address, telephone number, and email address; (d) a statement by the party that such party has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement by the party, made under penalty of perjury, that the above-listed information in the notice is accurate and that the party the copyright owner or authorized to act on the copyright owner’s behalf. Provider’s designated agent for notice of copyright infringement can be reached at:

Agent: Maxwell Sommer
Spud Software Inc.
9478 S. Saginaw Rd.
Grand Blanc, MI 48439
Email: mjsommer@spudsoftware.com

9. Term and Termination. The initial term of Customer’s account is one month. For purposes of this Section, “month” means the period from a calendar day through the day before the same calendar day of the following month (the “Monthly Anniversary Day”). Note that under this definition, some months are shorter than others (e.g., February 3 to March 2 is shorter than March 3 to April 2). Accordingly, the number of days in the initial term, or any subsequent renewal term, may be more or less depending on when Customer signs up. At the conclusion of the initial term, Customer’s account will automatically renew for successive one-month terms unless Customer or we elect not to renew prior to the Monthly Anniversary Day and Customer, if Customer so elects, must do so by signing into the Site and doing the following:

1) click “Manage”;

2) click “Payment Details”;

3) click “Cancel Account” and

4) follow the prompts. If Customer fails to provide such election of non-renewal, Customer will be deemed to have renewed and Customer’s credit card will be charged the current fee for an additional month of service. Customer may elect to terminate Customer’s account during the initial term or any renewal term; however, please be advised that we will not refund any portion of your monthly fee for unused Electronic Messages or otherwise. If Customer elects to terminate the account, the termination will be effective on the last date of the Term. We may terminate Customer’s account for cause or for any reason, and such termination will take effect immediately. If we terminate for cause, we will not refund any portion of Customer’s monthly fee. If we terminate for convenience and other than for cause, there are still no refunds for payment already made. Upon termination, Customer and you will have no further rights to use the Site. Customer should retain copies of all data uploaded to the Site so that the information is available should the Site cease to be available. Upon termination of the Terms of Use for any reason:

(a) all payment obligations of Customer and the following Sections of the Terms of Use will survive termination or expiration: 5 through 8 and 10 through 18;

(b) Customer will have no further right to use the Site (notwithstanding any provision of a surviving Section); and

(c) we have no obligation to retain, and may delete, any of Customer’s (and also, if Customer is a separate organization, your) data stored through the Site. Accounts will remain active, and data stored by Customer through the Site will be preserved, as long as Customer continues to pay all monthly fees associated with the Account in accordance with these Terms. If, at any time, and for any reason, Customer fails to make any payment required by these Terms, Customer’s account may be considered “inactive” and the account and all data associated therewith may be deleted at our discretion. Customer may manage and revise its payment information by logging into www.pacmanageronline.com and clicking “Manage” and then “Payment Details.”

10. Confidentiality. Customer acknowledges (and, if Customer is a separate organization, you acknowledge) that all information relating to the Site, except to the extent available in the public domain, is confidential. Customer (and, if Customer is a separate organization, you) will use such information only for purposes of using the Site and shall maintain such information as strictly confidential. Each set of login credentials (i.e., email address and password) for the Site may be used only by a single Customer and only while the license is in effect. If Customer is an organization, Customer may permit employees and authorized contractors to utilize Customer’s login credentials on Customer’s behalf for its internal business purposes only. Except as noted above, under no circumstances will Customer or you share login credentials with any other person or entity. Customer is responsible for all use of the Site that occurs under its account, and Customer agrees (and, if Customer is a separate organization, you also agree) to notify us of any unauthorized access of which Customer or you become aware. Without limiting the force of any other disclaimers herein, Customer is responsible for any person using or entering information in the Site UNDER CUSTOMER” S credentials or AUTHORITY and is responsible to and for any persons relying on the site. If customer is a separate organization, You are likewise responsible for any unauthorized access credentials with any other person or entity. Customer is responsible for all use of the Site that occurs under its account, and Customer agrees (and, if Customer is a separate organization, you also agree) to notify us of any unauthorized access of which Customer or you become aware. Without limiting the force of any other disclaimers herein, Customer is responsible for any person using or entering information in the Site UNDER CUSTOMER’S credentials or AUTHORITY and is responsible to and for any persons relying on the site. If customer is a separate organization, You are likewise responsible for any unauthorized access caused by you. Customer is (and if customer is an organization, you also are) solely responsible for errors and omissions in the entry of any information and for reviewing and, as necessary, correcting such information and for any actions or consequences resulting from the entry of such information.

11. Representations and Warranties; Disclaimer.

a. CUSTOMER AGREES AND ACKNOWLEDGES, AND, IF CUSTOMER IS A SEPARATE ORGANIZATION, YOU AGREE AND ACKNOWLEDGE THAT USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ANY AND ALL TECHNOLOGIES AND TOOLS SUCH AS TECHNOLOGIES AND TOOLS RELATING TO ELECTRONIC MESSAGING, ISWITHOUT WARRANTY OF ANY KIND AND THAT THE ACCESS TO AND USE OF THE SITE, AS PROVIDED UNDER THE TERMS OF USE, IS PROVIDED “AS IS AND WHERE IS.”ALL WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES BASED ON CUSTOM AND PRACTICE. APPLICABLE LAWMAY NOT ALLOW THE ABOVE EXCLUSION OF IMPLIED WARRANTIES, SO THE EXCLUSION MAY NOT APPLY TO CUSTOMER AND SHALL APPLY ONLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.

b. PROVIDER DOES NOT WARRANT THAT THE SITE WILL MEET CUSTOMER REQUIREMENTS, THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, CUSTOMER SHOULD EXPECT OUTAGES FROM TIME TO TIME FOR SYSTEM MAINTENANCE. ADDITIONALLY, PLEASE NOTE THAT PROVIDER MAY IN ITS SOLE DISCRETION DISCONTINUE OPERATION OF THE SITE.

c. PROVIDER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS, AND AFFIRMATIVELY DISCLAIMS ANY SUCHWARRANTIES AND REPRESENTATIONS, REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROVIDER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY OF ANY ELECTRONIC MESSAGES, RECORDING OF ANY ELECTRONIC MESSAGES, PROCESSING OF ANY ELECTRONIC MESSAGES, THE OUTPUT OF ANY ELECTRONIC MESSAGES, OR ANY RECORD OR DOCUMENT GENERATED BY THE PROVIDER SITE. CUSTOMER WILL MAKE NO REPRESENTATION INCONSISTENT WITH THE FOREGOING.

d. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, PROVIDER, ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AGENTS REPRESENTATIVES, SERVICE PROVIDERS, DIRECTORS, LICENSORS AND SUPPLIERS (PROVIDER AND SUCH OTHER INDIVIDUALS AND ENTITIES INDIVIDUALLY AND COLLECTIVELY REFERRED TO AS “PROVIDER-RELATED PARTIES”) WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS TERMS OF USE OR FOR ANY ACTIVITY RELATED TO THE SITE, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID TO US BY CUSTOMER FOR THE MONTH IN WHICH CUSTOMER PAID FOR THE ACTIVITY GIVING RISE TO THE CLAIM. ADDITIONALLY, PROVIDER-RELATED PARTIES WILL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, OR LOST PROFITS. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT THIS LIMITATION ON LIABILITY AND DAMAGES, PROVIDER’S LIABILITY AND EXPOSURE TO DAMAGES WILL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED BY LAW. We may display on the Site user content, information, advice, instructions, videos, statements, services, products, and other materials from third parties, and links to third party sites. The appearance of external hyperlinks generated by third parties does not constitute endorsement by Provider or its affiliates of any content of the linked third party website, and Provider does not verify or take responsibility for the accuracy, currency, completeness, or quality of the content contained on these sites. Therefore, neither Provider nor its affiliates will be responsible for any errors or omissions or for the results obtained from the use of such information contained on these sites. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY THIRD PARTY CONTENT DISPLAYED ON THE SITE, ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY SUCH CONTENT, ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.

e. Provider may make available a mobile application (“Mobile App”) that can be downloaded onto a user’s mobile telephone or mobile device. By downloading the Mobile App, you are agreeing to the terms of the Terms of Use and Privacy Statement, as incorporated herein. You are solely responsible for any damage to or technical difficulties that arise from your use of the Mobile App on your mobile device. Provider cannot and does not warrant that the Mobile App will work as anticipated on every device. Moreover, Provider cannot and does not warrant that the Mobile App will be free from errors resulting in data interruptions, data loss, or other malfunction. Your mobile service carrier or provider may assess data or other charges based on your downloading and/or use of the Mobile App. Provider recommends that you refer to your service provider’s Terms of Use for information regarding your account, including applicable data and other charges, prior to downloading and using the Mobile App. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CHARGES AND FEES, INCLUDING, BUT NOT LIMITED TO, DATA AND OTHER USAGE CHARGES ASSESSED TO YOU BY YOUR MOBILE CARRIER BECAUSE OF YOUR DOWNLOADING AND/OR USE OF THE MOBILE APP. You are solely responsible for securing any mobile device on which you have installed the Mobile App. Provider shall not be responsible for any damage or injury that arises from unauthorized use of your mobile device, including, but not limited to, SERVICES purchased AND ELECTRONIC MESSAGES SENT USING said device.

12. Indemnification. Customer agrees to defend, indemnify, and hold us and our agents harmless from and against any claims arising from Customer use of the Site (except for claims resulting directly from our violation of law or tortious conduct), including but not limited to, any claim arising from any breach by Customer of any representation, warranty, or other term of the Terms of Use or violation of law. In the event Customer is a separate organization, you agree to defend, indemnify, and hold us and our agents harmless from and against any claims arising from your use of the Site (except for claims resulting directly from12. Indemnification. Customer agrees to defend, indemnify, and hold us and our agents harmless from and against any claims arising from Customer use of the Site (except for claims resulting directly from our violation of law or tortious conduct), including but not limited to, any claim arising from any breach by Customer of any representation, warranty, or other term of the Terms of Use or violation of law. In the event Customer is a separate organization, you agree to defend, indemnify, and hold us and our agents harmless from and against any claims arising from your use of the Site (except for claims resulting directly from our violation of law or tortious conduct), including but not limited to, any claim arising from any breach by YOU of any representation, warranty, or other term of the Terms of Use or violation of law. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT OF A DATA SECURITY BREACH OF OUR SYSTEMS, CUSTOMER AGREES THAT CUSTOMER IS RESPONSIBLE FOR ANY AND ALL COSTS OF REMEDIATION WITH RESPECT TO THIRD PARTIES AND THIRD-PARTY INFORMATION THAT MAY ARISE BY LAW OR OTHERWISE IN CONNECTION WITH ANY ACTION BY SUCH THIRD PARTY (INCLUDING BUT NOT LIMITED TO COST OF NOTICE TO AFFECTED INDIVIDUALS OR OTHER ENTITIES, CREDIT PROTECTION AND MONITORING FOR AFFECTED INDIVIDUALS, IDENTITY AND DATA RESTORATION FOR AFFECTED INDIVIDUALS, AND OTHER COSTS), FOR WHICH YOU SHALL DEFEND, INDEMNIFY, AND HOLD US HARMLESS.

13. Notice for California Residents. Under California Civil Code Section 1789.3, we provide the following consumer rights notice: (a) provider is located at pacmanageronline.com, 9478 S. Saginaw Road, Grand Blanc, MI 48439; (b) the fees charged for Provider products and/or services vary depending on the services selected by you; and (c) if Customer has a question or complaint regarding this Site or Provider’s products or services, please send an email to info@pacmanageronline.com. Customer may also contact us by writing to the address listed above, or by calling us at 810-695-0001. California residents may reach 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, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

14. Choice of Law; Jurisdiction; Language. The Terms of Use are governed by the law of Michigan, without reference to its conflict of laws provisions. The parties agree that, to the maximum extent enforceable under law, any litigation regarding use of the Site and these Terms of Use shall and must be brought in the State or federal courts located in Flint, Michigan. The Terms of Use has been written in the English language, and Customer agrees that this English language version will govern Customer’s and your use of the Site, dispute proceedings, and the other matters described in the Terms of Use.

15. Force Majeure. We shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond our reasonable control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, or natural disasters.

16. Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Provider. Notwithstanding the foregoing, we may freely assign the Terms of Use, and the rights and obligations therein, without Customer consent, including but not limited to, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, the Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

17. Publicity. Customer agrees that, if it has (or has had) a paid subscription to the Site, we may identify Customer as a customer on our Site or in our customer list, blogs, and other public communications.

18. Notice and Electronic Communications. Except as otherwise specified in the Terms of Use (including, but not limited to, Section 9), all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given only upon: (a) personal delivery; (b) the fifth business day after mailing; (c) the first business day after sending by email; or (d) the second business day after being sent by internationally-recognized overnight courier. Notices must be addressed as follows: if to us, to pacmanageronline.com, 9478 S. Saginaw Road, Grand Blanc, MI 48439 and for notices permitted to be sent via email, to techsupport@pacmanageronline.com; and, if to you, to the contact name and address or email address that you have provided us. It is agreed that all agreements, notices, disclosures, and other communications provided in accordance with the Terms of Use satisfy any legal requirement that such communications be in writing. It is agreed that a printed version of this Terms of Use and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

PACManager, LLC – Confidential and Proprietary

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