Please read these Terms of Service (the “Terms of Service”, “Terms” or “Agreement”) carefully as they govern your use of the mobile and internet-based services and business tools offered by PENCILIN PTY LTD, 106 Tangaroo Rd, Lakemba, Sydney, 2195, ABN: 58612149863 (the “Company,” “PENCILIN,” “we”, “us” or “our”). If you, any person using the PENCILIN Services or the PENCILIN Website, have questions regarding these Terms or the Services we provide, please contact us at support@Pencilinapp.com.
1.2. USERS’ attention is drawn in particular to the following:
1.2.1. Clause 4.4; and
1.2.2. Clause 5.
1.3. We appreciate your using our service which includes the use of:
1.3.1. the website www.Pencilinapp.com (the “Website”),
1.3.2. any PENCILIN-branded mobile apps we make available,
1.3.3. any pages we operate on third party social media applications;
1.3.4. the content and services we make available through them via the internet or mobile devices (including smart phones and tablets); and
1.3.5. the provision by us of associated information, products and services by e-mail or your mobile device.
1.3.6. Such services, applications and the Website are collectively referred to as the “Service”.
1.4. The PENCILIN Services are designed to provide:
1.4.1. Clients with:
1.4.2. The supply of PROFESSIONALS registered within the PENCILIN Platform for the scheduling and the contracting of BUSINESS SERVICE;
1.4.3. Professionals with:
1.4.4. offers of different service packages with the primary aim of capturing new CLIENTS by the provision to them of the PROFESSIONAL’s BUSINESS SERVICE; and
1.4.5. a tool on the PENCILIN Platform for synchronisation of the PROFESSIONAL’S schedule
1.5 These Terms of Service and all referenced exhibits or policies, including the Privacy Policy, constitute the entire agreement between you and PENCILIN concerning the subject matter herein and the use of the Services and supersede any and all previous agreements, written or oral, between you and PENCILIN, including previous versions of these Terms of Service.
1.5.1 If you enter any prize competitions or other promotions on the Services, separate terms and conditions may also apply in addition to these Terms and Policies. In the event of a conflict between any additional terms and conditions and these Terms and Policies, such additional terms shall prevail to the extent of the conflict.
1.6.All USERs, must accept these Terms in order to use the Services. Use of the Services constitutes acceptance of and agreement to all of the terms and conditions in these Terms of Service. If a User objects to anything in these Terms they are not permitted to use the Services.
1.7. You may not assign, transfer or sub-contract any of your rights under the Terms without our prior written consent. We may assign, transfer or sub-contract all or any of our rights at any time without consent.
1.8. We may vary these Terms of Service from time to time and shall post such alterations on the Website. If you do not agree to the changes made to these Terms then you have the right to stop using Services, and should do so immediately. Your continued use of the PENCILIN Services after the date the changes have been posted on the Website will constitute acceptance of the amended Terms.
1.9. All rights to the Website and the content on it (except for Professional Content) and all other Intellectual Property Rights belonging to or licensed to PENCILIN remain vested in PENCILIN at all times. Nothing in this Agreement shall give any User any rights in respect of any such Intellectual Property Rights or of the associated goodwill.
1.10. The unenforceability of any part of this Agreement will not affect the enforceability of any other part.
1.11. No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
2. DEFINITION
2.1 In this Agreement, unless otherwise provided:
“Laws” has the meaning set out in clause 3
“CLIENT” means any person who is seeking Professional services Services by means of the PENCILIN Platform, and/or who is purchasing or receiving the PROFESSIONAL SERVICES.
“INTELLECTUAL PROPERTY RIGHTS” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registerable rights, any applications made or rights to make applications in respect of any such rights.
“PARTIES” means PENCILIN, the PROFESSIONAL and the CLIENT.
“PAYMENT PROVIDER” means the Company providing financial/operational services is responsible for the management and the control of payments made within the PENCILIN Platform. The USER is aware that PENCILIN has no direct contact with the securities transactions performed by this means of payment, and all values and commission distribution must be performed exclusively by this means of payment.
“PROFESSIONAL” means an individual or organisation who is in the business of providing, and supplying to CLIENTS a services or services by means of the PENCILIN Services.
“PROFESSIONAL Content” means any information, documentation, equipment, software or other material (which may include the Professional’s name, logo and any other brand features and Intellectual Property Rights) which may be published on the Service(s) pursuant to this Agreement.
“REGISTRATION DATA” has the meaning as set out in clause 7.1.
“USER” means individually, when in the singular, or jointly, when in the plural, the PROFESSIONAL and the CLIENT.
“PROFESSIONAL SERVICE” means the service agreed to be delivered between the PROFESSIONAL and the CLIENT.
“PENCILIN”: Means the Company, contracted by USERS through the PENCILIN Platform in order to ease, optimise and maintain the BUSINESS SERVICE contraction by a local business service PROFESSIONAL and a CLIENT, as well as locate CLIENTs wishing to receive any kind of services by a PROFESSIONAL.
“PENCILIN Platform” or “Platform”: Means any and all systems used by PENCILIN in order to enable a contractual relationship between a PROFESSIONAL and a CLIENT, being, but not limited to, the Services including the website www.PencilInapp.com and the application (“App”).
“PROMOTIONAL CAMPAIGN” means a series of advertisements and promotions that share the same message and ideas to promote PENCILIN and its PROFESSIONALS to a target audience.
2.1. Unless the context otherwise requires:
2.1.1. each gender includes the others;
2.1.2. the singular includes the plural and vice versa;
2.1.3. references to this Agreement include its Schedule;
2.1.4. references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
2.1.5. Clause headings do not affect their interpretation;
2.1.6. references to ‘writing’ or ‘written’ include email or communication by means of the facilities in the Service;
2.1.7. general words are not limited by example; and
2.1.8. references to legislation include any modification or re-enactment thereof.
3. ANTI BRIBERY COMPLIANCE
“Criminal Code” means the Criminal Code Act 1995 (Cth) and all other applicable Australian legislation, regulations and codes in relation to bribery or corruption and criminal activity;
3.1. Each Party shall comply with Criminal Code Act 1995 (Cth)Laws, including ensuring that it has in place adequate procedures to ensure compliance with the Criminal Code Laws and shall ensure that:
3.1.1. all of that Party’s personnel;
3.1.2. all others associated with that Party; and
3.1.3. involved in performing this Agreement so comply. The expressions ‘adequate procedures’ and ‘associated’ shall be construed in accordance with the Criminal Code Act 1995 (Cth) and documents published under it.
4. PENCILIN SERVICES
4.1. PENCILIN will offer PROFESSIONALS, at the time of registration and/or on the introduction of new Services, package options including additional services, aside from the main services specified in clause 1.4.
4.1. PENCILIN offers PROFESSIONALS:
4.1.1. the development of a PROFESSIONAL profile on the PENCILIN Platform;
4.1.1.2. the display of images of PROFESSIONAL’s previous work;
4.1.1.3. the automatic issue of scheduling reminders;
4.1.1.4. the dissemination of recommendations of the CLIENTS;
4.1.1.5. the offering of scheduling tools;
4.1.1.6. the production of scheduling reports;
4.1.1.7. photographic services; and
4.1.1.8. the making of promotional campaigns in order to increase the PROFESSIONAL’S visibility.
4.1.2. The PROFESSIONAL is aware that the above services are dependent on the package purchased by the PROFESSIONAL and that the price will vary according to each package. The PROFESSIONAL therefore acknowledges that he will only receive a particular service corresponding to the package chosen.
4.2. Notwithstanding, PENCILIN may, at any given moment and upon prior written notice:
4.2.1. alter the title and the service package scope; and/or
4.2.2. alter the service package prices.
With respect for the purposes of this clause 4.2, unless otherwise stated, 10 days’ notice of the alterations will be given from the date of the notice to the PROFESSIONALS. On expiry of the notice period, PENCILIN may make the alterations, irrespective of express acceptance of the PROFESSIONAL. However, in the event a PROFESSIONAL does not agree with the amendments proposed by PENCILIN, they must submit a request for cancellation of their PENCILIN account, by sending an email to [email]. This is without any additional charge (not including amounts owed to PENCILIN by PROFESSIONAL as at the time of cancellation.
4.3. Services rendered by PENCILIN do not, in any event, cover:
4.3.1. in regards to both PROFESSIONALs and CLIENTs, a promise of employment;
4.3.2. in regards to PROFESSIONALS, liability to provide PROFESSIONALS to CLIENTS, when desired;
4.3.3. in regard to CLIENTS, any warranty in respect of the services provided by any PROFESSIONAL.
4.4. USERs agree that PENCILINs Services are limited to that of an intermediary. BUSINESS SERVICES are not bought or sold by or from PENCILIN. They are bought by CLIENTS from PROFESSIONALS and sold by PROFESSIONALS to CLIENTS. PENCILIN is not liable to any USER for the acts or omissions of any other USER.
5. LIMITATION OF LIABILITY
5.1. Nothing in the Terms shall exclude or in any way limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
5.2. If you are dissatisfied with the PENCILIN Services, or the terms of the Terms, your only remedy under the Terms shall be to discontinue use of the Services. Without limiting this clause 5.2, we shall have no liability for any failure or delay resulting from any matter beyond our reasonable control.
5.3. Other than as set out in the two paragraphs immediately above, we shall not be liable in contract, tort (including negligence), for breach of statutory duty, misrepresentation, or otherwise for any loss or damage whatsoever arising from or in any way connected with the Terms
5.4. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PENCILIN OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF SALES OR BUSINESS, LOSS OF PROFITS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER ECONOMIC LOSS (EVEN WHERE WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE), RESULTING FROM:
5.4.1. THE USE OR THE INABILITY TO USE THE SERVICES;
5.4.2. PROFESSIONAL’S SERVICES FACILITATED BY THE SERVICES PROVIDED BY PENCILIN OR ANY INTERACTIONS BETWEEN USERS, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION TO USER STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE OR DESTRUCTION OF PERSONAL PROPERTY) OR ANY DISPUTE WITH ANY USER;
5.4.3. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE;
5.4.4. ANY UNAUTHORISED ACCESS TO OR ALTERATION OF THE SERVICES OR THE USER DATA OR TRANSMISSIONS; OR
5.4.5. ANY OTHER MATTER RELATING TO THE SERVICES.
5.5. In the event that any limitation or exclusion of liability in the Terms is not enforceable, then PENCILIN shall not be liable to a USER for more than $100 AUDin aggregate in respect of matters arising out of any individual contract for PROFESSIONAL the BUSINESS SERVICE that was facilitated via the PENCILIN Platform.
5.6. Each of the provisions of this clause 5 shall be construed separately and independently of the others.
5.7. This clause shall survive the termination or expiry of these Terms.
6. USABILITY AND AVAILABILITY
6.1. By choosing to use the PENCILIN Platform, USERS acknowledge that the Terms shall be subject to the laws of Australia and the parties shall submit to the exclusive jurisdiction of the Australian Courts.
6.2. We will make reasonable efforts to keep the PENCILIN Services available at all times, except for:
6.2.1. planned downtime (of which we will endeavour to provide at least 8 hours prior notice); or
6.2.2. any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems or Internet service provider failures or delays.
6.3. We may change, modify, suspend, or discontinue all or any part of the Services at any time, with or without reason. The USER acknowledges that the operation of the Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and PENCILIN shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Services. PENCILIN has no obligation to maintain or update the Services or to continue producing or releasing new versions of the Services. Access to our Services is permitted on a temporary basis.
6.4. PENCILIN is not responsible for the quality of the internet connection required to have the Services working on a smartphone, computer, tablet or other electronic device.
6.5. PENCILIN is not responsible for any USER content and whilst PENCILIN will use all reasonable methods to remove inappropriate content in a reasonable time frame PENCILIN is not responsible for any delay in doing so.
6.6. Whilst PENCILIN will take all the appropriate technical and organisational measures to prevent against unauthorised or unlawful processing of personal data and against accidental loss, destruction of or damage to personal data, we cannot warrant that the Services will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code.
6.6.1. Additionally, PENCILIN will not be held liable for any harm that might stem from the violation of these measures by third parties that use public networks or the internet, circumventing mechanisms to restrict access to user information. We recommend that you always use up-to-date firewalls and anti-malware software to protect your equipment and data.
6.7. Concerning the security and privacy of data registered on the Services, PENCILIN states that the password and all the data that the USERS enter on the Platform are fully protected by encryption technology. Nevertheless, PENCILIN recommends that the User never disclose their PENCILIN Platform password to anyone. The USER is fully responsible for the confidentiality and use of their password and identity.
6.8. PENCILIN will not be liable for any damage or loss of USER equipment caused by failures in the PENCILIN Platform or its suppliers systems, server or caused by third party conduct.
7. REGISTRATION AND THE USER’S ACCOUNT
7.1. When registering for use of the Services, the USER agrees to provide true, accurate, current and complete information as prompted by the Services’ registration process and as requested from time to time by PENCILIN (such information, “Registration Data”). The USER further agrees that, in providing such Registration Data, the USER will not knowingly omit or misrepresent any material facts or information and that the USER will promptly enter corrected or updated Registration Data via the Services, or otherwise advise us promptly in writing of any changes or updates to the Registration Data. The USER consents and authorises PENCILIN to verify the Registration Data as required for the use of and access to the Services.
7.1.1. USERS are allowed to, through the PENCILIN Platform, link to third-party application accounts, such as Facebook, Twitter and Instagram, either on creation of the USER’S account or at future authorisation and/or upgrade. The USER permits PENCILIN to make publications in third-party applications for means of advertisement, without violation of the terms and conditions of these third-party application accounts. PENCILIN will not make publications in third-party applications where there is the requirement to pay any fees, or USER itself restricts the use of such publication.
7.1.1.1. By granting PENCILIN access to third-party accounts, the USER acknowledges that:
7.1.1.1.1. PENCILIN may access, deliver and store (if applicable) any content that the USER has provided and stored in his third-party account, so that it is available through his account, including and without limitation to any friends lists; and
7.1.1.1.2. PENCILIN may present and receive additional information in its third-party accounts.
7.2. The USER acknowledges that PENCILIN maintains an absolute discretion to reject a USER’s registration after the submission of the requested documentation. Reasons for such rejections include, but are not limited to, instances where the documentation is invalid, incomplete or ineffective.
7.3. The USER account/profile of every USER is personal to that USER and not transferable. PENCILIN reserves the right to delete an account without any justification and prevent further use of the Services by blocking access to the PENCILIN Platform and to other USERS’ profiles. Blocked USERS are not allowed to create new profiles or accounts. USERS have no proprietary rights with regard to the USER profile or account created on the PENCILIN Platform.
7.4. Prior to registration PENCILIN will request, where applicable:
7.4.1. personal and professional documentation from the PROFESSIONAL in order to register him and may, at any time, request additional documentation that may be necessary; and
7.4.2. USER documentation, including but not limited to, company registration number, identity card number and proof of address, as well as bank details.
7.5. PENCILIN reserves the right to use any information reasonably necessary for the verification of the identity of the USERS in order to optimise the Platform activities, and USER consents to such use of such information.
7.6. Once registration has been accepted, a username and password will be created and supplied to the USER in order to provide access to the Services.
7.7. PENCILIN will not be liable for any damage that may result in the dissemination of the USER’S password to third parties. The USER will be entirely and solely held liable for this.
7.8. The USER authorises PENCILIN to use his personal data in order to enable the contact between the PARTIES.
7.9. PENCILIN reserves the right to withhold personal information that is necessary for security or the maintenance of PENCILIN reputation.
7.10. The USER acknowledges that any recipient of a USER’s personal information may disclose confidential information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.
7.11. The USER agrees that the internet is not 100{06c04b7478656a6df21fe49ec3ffcd81b97e26f54fc95a34a8096e7af661fe37} safe or free of intrusions, and hereby acknowledges that PENCILIN shall not be responsible for information theft through illicit means.
7.12. PENCILIN reserves the right to disable, temporarily or permanently, the USER and/or their advertisements which are untruthful, defamatory, abusive, offensive, critical of PENCILIN, or that violate any legal provision in force.
7.13. PENCILIN may suspend, delete and/or block USER registration as a result of complaints, internal assessments or non-payment of the service fee.
7.14. The USER acknowledges that if their account is blocked, PENCILIN, as an intermediary between USERS, is obliged to notify such blocking to any other USER in contact with or requesting contact with the USER. Only the status of the account and not the reason behind being blocked will be shared.
7.15. PENCILIN has an internal policy for the evaluation of its USERS, with a team focused on complaints from other USERS and assures the USERS that, except as requested by law, no personal information will be disclosed from those who complain and, therefore, PENCILIN is not obligated to justify to the blocked USER about his inactivity when founded on complaint, except as requested by law.
7.16. With USERS who request cancellation of their registration or who were blocked due to violation to these Terms of Service, information relating to their account will be retained and stored by PENCILIN in accordance with applicable laws.
7.17. The USER is granted the right to request, at any time, his account cancellation. To do so, a USER must provide PENCILIN with a written notification sent via email/Website to support@PENCILIN.com stating his full name and registration details with a request to cancel his account.
8. THE PURCHASING OF BUSINESS SERVICES FROM A PROFESSIONAL
8.1. PENCILIN solely provides a platform to connect PROFESSIONALs and CLIENTs and serves only as a intermediate to facilitate the provision of Professional services. PENCILIN does not provide or contract for the supply or purchase of Professional Services. PROFESSIONALs and CLIENTs negotiate and contract independently for the provision of Professional Services. Each Client is solely responsible for selecting the PROFESSIONAL to be provided, and the location at which these services will be performed. Any decision by a CLIENT to receive Professional Services or by a Professional to provide Professional Services is a decision made in such USER’s sole discretion.
8.2. The PROFESSIONAL acknowledges that the Services provided by PENCILIN have a cost, already agreed and accepted by PROFESSIONAL at the time of registration on the PENCILIN website. PENCILIN reserves the right to alter the figures charged. The PROFESSIONAL acknowledges that is an alteration of the sums charged by PENCILIN to the PROFESSIONAL in respect of the Services are necessary they will be informed via email. 10 days’ notice of the alterations will be given from the date of the notice to the PROFESSIONALS. On expiry of the notice period, PENCILIN may make the alterations, irrespective of express acceptance of the PROFESSIONAL. However, in the event a PROFESSIONAL does not agree with the amendments proposed by PENCILIN, they must submit a request for cancellation of their PENCILIN account, by sending an email to [email]. This is without any additional charge (not including amounts owed to PENCILIN as at the time of cancellation).
8.3. The CLIENT acknowledges they have to pay for what they have booked through PENCILIN and that the price on the platform is the final amount charged. We are not responsible for any other services not included in the booking.
8.4. PROMOTIONAL CAMPAIGNS on PENCILIN
PENCILIN, in agreement with its PROFESSIONALS, can offer special promotions on specific services. Please note that all the services booked with a special promotion on PENCILIN can be booked only once per client.
Intermediation
8.5. Through the PENCILIN Platform, the PROFESSIONAL must provide, among other things:
8.5.1. their availability;
8.5.2. how they receive clients (if they makes house calls and/or in store/shop);
8.5.3. the location where they want to provide the services and/or the address of the store/shop;
8.5.4. personal data for verification of personal information;
8.5.5. a personal photograph;
8.5.6. a description of Professional Services provided;
8.5.7. price of services;
8.5.8. photographs of previous services that the PROFESSIONAL has completed. The Photographs provided should be representative of the services the PROFESSIONAL provides;
8.5.9. acceptance of online payment; and
8.5.10. bank information for receipt of prepaid services.
8.6. Through the PENCILIN Platform, the CLIENT may chose, through options previously made available by PENCILIN, the following:
8.6.1. the Clients desired Professional Service;
8.6.2. the region where he would like to be receive the service; and
8.6.3. the PROFESSIONAL. [Additional? – time/date etc)
PENCILIN is not liable for making available all the types of services available as well as all the possible hours.
Booking Policy
8.7. A CLIENT can book through the PENCILIN Platform up to 3 (three) hours before the Professional Service is to be provided.
8.7.1. If a USER does not attend a business service booked through the PENCILIN Platform they will not be charged. However, PENCILIN reserves the right to assess and disclose this information concerning the USER, allowing PENCILIN to cancel the registration of the USER at any time.
8.7.2. The PROFESSIONAL is responsible for informing PENCILIN if a CLIENT does not attend by means of the PENCILIN Platform. In the event that PENCILIN discovers any type of fraud in the use of this process, the PROFESSIONAL will be charged for the services wrongfully cancelled.
8.7.3. The PROFESSIONAL shall meet its obligations to the CLIENT to provide a right to cancel in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
8.8. The PROFESSIONAL is obliged to meet the reservations made by the CLIENT, in the exact terms indicated on the PENCILIN Platform, in periods when the PROFESSIONAL is declared free on the PENCILIN Platform, without giving priority to any other type of schedule received by other means and / or prioritise the fixed CLIENTS hall, to arriving at the first location, among others.
8.8.1. PENCILIN shall not be held liable where:
8.8.1.1. the PROFESSIONAL has already filled the time that the client desires;
8.8.1.2. the PROFESSIONAL has already scheduled directly with the CLIENT;
8.8.1.3. the PROFESSIONAL has declared he is free on a specific day and time on Platform, but is actually busy and this has not updated the PENCILIN Platform. In the latter case, the PROFESSIONAL agrees to give preference to the PENCILIN CLIENTS, over other CLIENTS being provided the service.
8.9. PENCILIN will not be held liable for the maintenance of the PROFESSIONALs schedule. The PROFESSIONAL acknowledges that he must maintain his schedule as shown on the PENCILIN platform.
8.10. As part of the Services, PENCILIN offers to PROFESSIONALS the possibility to send SMS messages, application-push messages and emails to CLIENTS, for various reasons, including reminders of upcoming bookings.
8.10.1. By accepting clause 8.9, the CLIENT accepts to receive these messages and the PROFESSIONAL acknowledges that they are obliged to adhere to its CLIENTS’ preferences expressed to PROFESSIONAL regarding these notifications.
9. PAYMENTS
9.1. Client can pay either online or at the place of service
9.2. Professional will pay a commission
9.3. Professional will pay a bill for COD payments and we will retain OP
9.4. Payment info are confidential
10. RECOMMENDATIONS AND REVIEWS
10.1. CLIENTS can post, at no cost on the PENCILIN Platform, reviews concerning the business services provided by a PROFESSIONAL (“Reviews”).
10.1.1. Reviews must:
10.1.1.1. Be based on concrete facts;
10.1.1.2. Be fair and objective;
10.1.1.3. Not contain any type of content that might be considered as defamatory, offensive, abusive, infringing intellectual property rights or illegal.
10.1.2. Reviews that violate the conditions set out in clause 10.1.1 will not be published or will be deleted without prior notice to the USER. Reviews are personal opinions of USERS and do not represent the opinion of PENCILIN. PENCILIN reserves the right to investigate Reviews and take relevant appropriate measures.
10.1.3. By submitting a Review on PENCILIN, the USER licences to PENCILIN the rights to use this text without any time or geographical limitation. PENCILIN reserves the right to edit and publish, or not, the Reviews submitted. In addition, PENCILIN can license these Reviews to other parties.
10.1.4. Any attempt by a CLIENT or PROFESSIONAL to provide self-recommendation is prohibited, as is any other attempt to try to distort Reviews for that USER’S own gain or that of others.
10.2. It is prohibited to put on the PENCILIN Platform any type of advertising material regarding Professional Services or any other type of service or goods without the written consent of PENCILIN.
11. PARTIES RELATIONSHIP
11.1. PENCILIN only performs as an intermediary of PENCILIN Services between the USERs. Thus, PENCILIN will work so that there is no employment relationship between the parties and PENCILIN, nevertheless, the PENCILIN contractors, these being CLIENT and PROFESSIONAL, commit themselves to maintain PENCILIN exempt of relationship other than the intermediation of services.
11.2. Nothing in this agreement is intended to, or shall be deemed to, establish any employment relationship, partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
11.3. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
12. TERMS
12.1. This Agreement will be effective from the time a USER registers on the Service until cancellation of their account.
13. INTELLECTUAL PROPERTY
13.1. Subject to these Terms and solely for the purposes of receiving the PENCILIN Services, PENCILIN hereby grants each USER a limited, revocable, non-exclusive, non-transferable license to display the logos, trademarks or other intellectual property of PENCILIN solely for personal, non-commercial use in connection with the use of the Services, promotion of Professional Services offered via the PENCILIN Platform or other uses expressly permitted by PENCILIN in writing. Notwithstanding such permitted uses and license, the USER acknowledges that all derivative designs and artwork, which use the Company’s logo or any other Company Intellectual Property Rights, are the sole property of PENCILIN. No other rights are granted to USERs with respect to the Company’s Intellectual Property Rights other than those rights granted explicitly in these Terms, including with respect to any derivative works.
13.2. USERS are clearly prohibited from, distributing, modifying, and exhibiting any work derived by any form from the use of the content of this Platform or by the materials conveyed on it.
13.3. We are constantly working on ways of improving PENCILIN. We cannot do so efficiently if we have to avoid ground covered by user contributions; it may be that we are already working on an area for improvement or development suggested by a user. By submitting ideas, suggestions, documents, and/or proposals (referred to here as “Feedback”) to PENCILIN, you agree that it does not contain confidential information or intellectual property rights and that PENCILIN is not under any obligation of confidentiality, express or implied, with respect to the Feedback. PENCILIN shall be entitled to use or disclose such Feedback in any part of the world for any purpose, in any way, in any media. You agree that you are not entitled to any compensation or payment of any kind from PENCILIN under any circumstances in respect of any Feedback.
13.4. It is forbidden to use any automated system or software to extract, scrape, spider, resell, copy, reproduce or modify any data from the PENCILIN Platform without the express consent of PENCILIN seen that such practices do not find legal support in the current legislation.
13.5. You also hereby grant PENCILIN a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and make derivative works of such USER content in connection with the Services and any services or products affiliated with the Services, regardless of the form of media used or of whether such services or products now exist or are developed in the future. This license exists only for as long as you elect to continue to include such content on the PENCILIN Platform and will terminate at the time such Content is removed from the Services by you or by PENCILIN.
14. INDEMNITY
14.1. The USER agrees to defend, indemnify and hold harmless PENCILIN and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to legal fees) arising from or relating to:
14.1.1. the USER use of and access to the Services;
14.1.2.Professional Services facilitated by the Services or any interaction between the USER and another USER;
14.1.3. the USER violation of any term of these Terms of Service;
14.1.4. the USER violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or
14.1.5. any third- party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the Services. This defence and indemnification obligations will survive the termination of this Agreement and the use of the Services.
