Terms of Service
You should carefully read the following Service Agreement. Your purchase or
use of Page Penguin, LLC doing business as Page Penguin hereinafter referred to
as "Company" services implies that you have read, understood and accepted this
Service Agreement (the “Agreement”).
Company grants you a non-exclusive limited-usage license (the “License”) to
use the Company website and other services sold through our company in
accordance with this Agreement (the “Services”). The Services may only be
used for lawful purposes - any use of the Services which violates any
applicable laws is strictly prohibited. It is your responsibility to be aware
of the laws in both the jurisdiction of where our servers are located (Utah,
United States of America) and your local jurisdiction. We reserve to the right
to make the final decision on what constitutes lawful or unlawful
a) You may not run any website with adult-oriented content (sexual material or
services) on our servers. If you are unsure as to what constitutes “adult”
material please email hello@PagePenguin.com.
b) You agree not to submit, post, email, transmit, or otherwise make
available content on your website that: (i) may create a risk of harm, loss,
physical or mental injury, emotional distress, death, disability,
disfigurement, or physical or mental illness to you, to any other person, or
to any animal; (ii) may create a risk of any other loss or damage to any
person or property; (iii) may constitute or contribute to a crime or tort;
(iv) contains any information or content that is unlawful, harmful, abusive,
racially or ethnically offensive, defamatory, infringing, invasive of personal
privacy or publicity rights, harassing, humiliating to other people (publicly
or otherwise), libelous, threatening, or in a reasonable person's view,
objectionable; (v) contains any information or content that is illegal; or
(vi) contains any information or content that you do not have a right to make
available under any law or under contractual or fiduciary relationships,
including that it does not and will not violate third-party rights of any
kind, including without limitation any intellectual property rights, rights of
publicity and privacy. Company reserves the right, but is not obligated, to
reject and/or remove any content that Company believes, in its sole
discretion, violate these provisions. Company does not permit copyright
infringing activities and infringement of intellectual property rights on any
website or as part of its Service, and Company will remove all content if
properly notified that such content on another's intellectual property rights.
Company reserves the right to remove content without prior notice.
c) Company may permanently or temporarily terminate, suspend, or otherwise
refuse to permit your access to the Service without notice and liability, if,
in Company’s sole determination, you violate any part of this Agreement,
including the following prohibited actions: (i) violate, or appear to violate,
the rights and/or intellectual property rights of Company or any third party
rights holder; (ii) attempt to interfere with, compromise the system integrity
or security or decipher any transmissions to or from the servers running the
Service; (iii) take any action that imposes, or may impose at Company’ sole
discretion an unreasonable or disproportionately large load on Company’
infrastructure; (iv) upload invalid data, viruses, worms, or other software
agents through the Service; (v) impersonate another person or otherwise
misrepresent your affiliation with a person or entity, conduct fraud, hide or
attempt to hide your identity; (vi) interfere with the proper working of the
Service; or, (vii) bypass the measures Company may use to prevent or restrict
access to the Service.
3) PAYMENT. You agree to pay for the Services received from Company, in
advance of the time period during which such Services are provided. You agree
that until and unless you notify Company of your desire to cancel the
Services, the Services will be billed to you on a recurring monthly basis.
4) CANCELLATION POLICY. You may cancel your account at any time. All
cancellation requests must be submitted by the person listed as the main
account contact. While there are no cancellation fees, we do not give pro-
rated refunds. This means that on the date you cancel, your card will not be
charged again from that date forward, nor will you receive a pro-rated refund.
Upon any expiration or termination of this Agreement, the licenses and use
rights granted hereunder will immediately terminate, and you shall either
promptly return and provide to Company all confidential information related to
the Services or destroy all such materials and provide certification thereof.
5) UPTIME GUARANTEE. Company guarantees an uptime of 99% for your website in
any calendar month. Should we not reach this we will credit your account with
10% of your monthly fee, upon receipt of a refund request. THE REFUND
CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIS UPTIME
6) OWNERSHIP. You may not claim intellectual or exclusive ownership to your
website, print designs, or other materials provided by Company, modified or
unmodified. The Service and all materials therein or transferred thereby,
including, without limitation, software, images, text, graphics,
illustrations, logos, patents, trademarks, service marks, copyrights,
photographs, audio, videos and music, and all intellectual property rights
related thereto, are the exclusive property of Company and its licensors.
Except as explicitly provided herein, nothing in this Agreement shall be
deemed to create a license in or under any such intellectual property rights,
and you agree not to sell, license, rent, modify, distribute, copy, reproduce,
transmit, publicly display, publicly perform, publish, adapt, edit or create
derivative works from any materials or content accessible on the Service. Use
of the content or materials on the Service for any purpose not expressly
permitted by this Agreement is strictly prohibited.
7) TRANSFER OF DOMAIN NAME. When Company purchases a domain name for your
website, the domain name is owned by Company. However, upon request we will
transfer ownership of the domain name to the subscriber for a $15 fee. It
will be necessary for the subscriber to have an account on a domain registrar,
and we can help with this process. It will not be possible to transfer a
domain name until at least 60 days after purchase, due to regulations for
8) IMAGERY, CLIPARTS AND FONTS. All Company templates and all imagery,
content, text, forms, template language, clipart and fonts used in our
templates (“Imagery”) are part of the license grant set forth in Section 1 and
are an integral part of the Services. The License provided by this Agreement
gives you the right to use images and fonts only as a part of the Services we
provide for you. Any other type of usage or distribution is expressly
prohibited. Company expressly reserves all other rights in such content. To
the extent the Agreement expires or terminates, you may elect to purchase a
license to the Imagery. Upon payment of the license fee specified by Company,
Company will grant to you a perpetual, non-exclusive, non-sublicensable and
non-assignable right to use and reproduce the Imagery solely for your use on
your commercial website in the United States. To the extent you are
interested in obtaining such a license, please notify Company upon termination
or expiration of this Agreement. If you continue to use the Imagery
notwithstanding the fact that the license terminated under Section 4 without
obtaining an Imagery license, we reserve the right to exercise any and all
rights available to us under law or equity. We may also elect to continue to
assess a monthly fee up to the then going rate for your limited license in
exchange for granting you a license to the Imagery as set forth in this
9) UNAUTHORIZED USE. You may not place any of our template materials,
modified or unmodified, on a diskette, CD, website or any other medium and
offer them for redistribution or resale of any kind without prior written
consent from Company.
10) ASSIGNABILITY. You may not sub-license, assign, or transfer the License
provided by this Agreement to anyone else without prior written consent from
11) INDEMNIFICATION. You agree to indemnify, defend, and hold harmless
Company from any and all liability, penalties, losses, damages, costs,
expenses, attorneys' fees, causes of action or claims caused by or resulting
indirectly from your use of the Services which damages either you, your
clientele, Company, or any other party or parties without limitation or
12) NO WARRANTY.
a) Company MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND FOR THE
SERVICES. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION
GIVEN BY Company OR ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY. UNDER NO
CIRCUMSTANCES SHALL Company BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM YOUR USE OF OR
INABILITY TO USE THE SERVICES, OR FOR THIRD PARTIES' USE OF THE SERVICES TO
ACCESS YOUR WEBSITE, OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR YOUR OR
ANY THIRD PARTIES' RELIANCE ON OR USE OF INFORMATION, SERVICES, OR MERCHANDISE
PROVIDED ON OR THROUGH THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR
TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. IN ANY EVENT, YOUR SOLE AND
EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE SERVICE
OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE
ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE
AND TERMINATE THIS AGREEMENT.
b) YOU UNDERSTAND THAT BY PLACING INFORMATION ON Company' SERVERS THAT SUCH
INFORMATION BECOMES AVAILABLE TO ALL INTERNET USERS AND THAT Company HAS NO
WAY OF LIMITING OR RESTRICTING ACCESS TO SUCH INFORMATION OR PROTECTING SUCH
INFORMATION FROM COPYRIGHT INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND
RISK FOR YOUR USE OF Company' SERVERS, THE SERVICES AND THE INTERNET. IT IS
SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND
USEFULNESS OF ALL OPINIONS, ADVICE, THE SERVICES AND OTHER INFORMATION, AND
THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED THROUGH Company OR
ON THE INTERNET GENERALLY.
C) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. Company IS NOT RESPONSIBLE
FOR FILES AND DATA RESIDING ON YOUR ACCOUNT. YOU AGREE TO TAKE FULL
RESPONSIBILITY FOR FILES AND DATA TRANSFERRED AND TO MAINTAIN ALL APPROPRIATE
BACKUP OF FILES AND DATA STORED ON Company’ SERVERS.
d) YOU AGREE NOT TO INTERFERE WITH THE OPERATION OF THE SYSTEM. YOU FURTHER
AGREE NOT TO INTERFERE WITH THE PROPER OPERATION OF OTHER SYSTEMS REACHABLE
THROUGH THE INTERNET, INCLUDING ANY ATTEMPT AT UNAUTHORIZED ACCESS. YOU AGREE
TO ADHERE TO SYSTEM POLICIES AS PUBLISHED BY Company, INCLUDING RESTRICTIONS
ON SERVICES AVAILABLE WITH EACH SERVICE TYPE, RESTRICTIONS ON CERTAIN
FEATURES, AND ALL OTHER POLICIES. Company MAY CHANGE ITS POLICIES AND
RESTRICTIONS WITHOUT NOTICE. YOU AGREE TO ABIDE BY ANY AND ALL FUTURE POLICY
DECISIONS PERTAINING TO THE SERVICES.
13) AGREEMENT ACKNOWLEDGEMENT. This Agreement supersedes any written,
electronic, or oral communication you may have had with Company or any agent
or representative thereof, and constitutes the complete and total agreement
between the parties. Should any provision of this Agreement be determined to
be invalid or unenforceable, all other provisions shall remain in full force
and effect and said provision shall be reformed only to the extent necessary
to make it enforceable. By using the Services or placing or maintaining any
data on Company' servers you are stating and acknowledging that you have read
this Agreement and that you understand this Agreement and agree to be bound by
14) BUSINESS ASSOCIATE CONTRACT.
a) To the extent you are a “Covered Entity” (as such term is defined by the
Health Insurance Portability and Accountability Act (“HIPAA”) and the
regulations promulgated thereunder at 45 C.F.R. parts 160 and 164
(collectively, the “HIPAA Regulations”)), this Section 13 shall govern
Company’ use of Personal Health Information (as defined by the HIPAA
Regulations). Unless otherwise defined herein, all capitalized terms used in
this Section 13 shall have the meanings ascribed to such terms in the Privacy
Rule and HIPAA Regulations.
b) With respect to PHI, Company, as a Business Associate, hereby agrees as
1. Company agrees to not use or disclose Protected Health Information, or
PHI, other than as permitted or required by this Agreement or as Required
2. Company agrees to use appropriate safeguards to prevent use or
disclosure of the PHI other than as provided for by this Agreement.
3. Company agrees to report to you any use or disclosure of the PHI not
provided for by this Agreement of which it becomes aware.
4. Company agrees to ensure that any agent, including a subcontractor, to
whom it provides PHI received from, or created or received by Company on
your behalf agrees to the same restrictions and conditions that apply
through this Agreement to Company with respect to such information.
5. Company agrees to make internal practices, books, and records,
including policies and procedures and PHI, relating to the use and
disclosure of PHI received from, or created or received by Company on
behalf of, you available to the Secretary, in a time and manner as
designated by the Secretary, for purposes of the Secretary determining
your compliance with the Privacy Rule.
6. Company agrees to document such disclosures of PHI and information
related to such disclosures as would be required for you to respond to a
request by an Individual for an accounting of disclosures of PHI in
accordance with 45 CFR § 164.528.
7. Company agrees to provide to you or an Individual information collected
in accordance with this Agreement, to permit you to respond to a request
by an Individual for an accounting of disclosures of PHI in accordance
with 45 CFR § 164.528.
c) Permitted Uses and Disclosures by Company
1. Except as otherwise limited in this Agreement, Company may use or
disclose PHI to perform functions, activities, or services for, or on
behalf of, you as specified in this Agreement, provided that such use or
disclosure would not violate the Privacy Rule if done by you or the
minimum necessary policies and procedures applicable to you, as a Covered
2. Except as otherwise limited in this Agreement, Company may use PHI for
the proper management and administration of Company or to carry out the
legal responsibilities of Company.
3. Except as otherwise limited in this Agreement, Company may disclose PHI
for the proper management and administration of Company, provided that
disclosures are Required By Law, or Company obtains reasonable assurances
from the person to whom the information is disclosed that it will remain
confidential and used or further disclosed only as Required By Law or for
the purpose for which it was disclosed to the person, and the person
notifies Company of any instances of which it is aware in which the
confidentiality of the information has been breached.
4. Except as otherwise limited in this Agreement, Company may use PHI to
provide Data Aggregation services to you as permitted by 45 CFR §
5. Company may use PHI to report violations of law to appropriate Federal
and State authorities, consistent with 45 CFR § 164.502(j)(1).
d) Obligations of Covered Entity
1. You shall notify Company of any limitation(s) in your notice of privacy
practices in accordance with 45 CFR § 164.520, to the extent that such
limitation may affect Company’ use or disclosure of PHI.
2. You shall notify Company of any changes in, or revocation of,
permission by an Individual to use or disclose PHI, to the extent that
such changes may affect Company’ use or disclosure of PHI.
3. You shall notify Company of any restriction to the use or disclosure of
PHI that you have agreed to in accordance with 45 CFR § 164.522, to the
extent that such restriction may affect Company’ use or disclosure of PHI.
e) Permissible Requests by Covered Entity
You shall not request Company to use or disclose PHI in any manner that would
not be permissible under the Privacy Rule if done by you provided that Company
is authorized to use or disclose PHI for data aggregation or management and
administrative activities of Company in accordance with the provisions of this
f) Term. Section 13 shall terminate when all of the PHI provided by you to
Company, if any, or created or received by Company on your behalf, if any, is
destroyed or returned to you, or, if it is infeasible to return or destroy
PHI, protections are extended to such information, in accordance with the
termination provisions in this Section 13.
g) Termination for Cause. Upon your knowledge of a material breach by
Company, you shall either:
i) Provide an opportunity for Company to cure the breach or end the violation
and terminate Company’ access to the PHI if Company does not cure the breach
or end the violation within the time you specify;
ii) Immediately terminate Company’ access to the PHI if Company has breached a
material term of this Section 13 and cure is not possible; or
iii) If neither termination nor cure are feasible, you shall report the
violation to the Secretary.
h) Effect of Termination
i) Except as provided in paragraph (ii) below, upon termination of this
Agreement, for any reason, Company shall return or destroy all PHI received
from you, or created or received by Company on your behalf. This provision
shall apply to PHI that is in the possession of subcontractors or agents of
Company. Company shall retain no copies of the PHI.
ii) In the event that Company determines that returning or destroying the PHI
is infeasible, Company shall provide to you notification of the condition that
makes return or destruction infeasible. Upon notice by Company that the
return or destruction of PHI is infeasible, Company shall extend the
protections of this Agreement to such PHI and limit further uses and
disclosures of such PHI to those purposes that make the return or destruction
infeasible, for so long as Company maintains such PHI.
i) If You are a copyright owner or an agent thereof and believe that any
content available on the Service infringes upon your copyrights, you may
submit a notification pursuant to the Digital Millennium Copyright Act
(“DMCA”) by providing Company’ Copyright Agent with the following information
in writing (please see 17 U.S.C. § 512(c)(3) for further detail):
1) An electronic or physical signature of a person authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed;
2) Identification of the copyrighted work that you claim has been infringed,
or, if multiple copyrighted works at a single online site are covered by a
single notification, a representative list of such works at that site;
3) Identification of the material that is claimed to be infringing or to be
the subject of infringing activity, where it is located on the Service, and
any other information reasonably sufficient to permit Company to locate and
disable the material;
4) Information reasonably sufficient to permit Company to contact you, such as
your address, telephone number, and, if available, e-mail address;
5) A statement that you have a good faith belief that use of the material in
the manner complained of is not authorized by the copyright owner, its agent,
or law; and
6) A statement, made under penalty of perjury, that the above information is
accurate, and that you are the copyright owner or are authorized to act on
behalf of the owner.
1.The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
COMPANY: Page Penguin, LLC
ADDRESS: 106 Hicks St 2B, Brooklyn, NY 11201
Telephone: (646) 374-4319
1.UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL
PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS AND ATTORNEYS' FEES.
2.You acknowledge that if you fail to comply with all of the requirements of
this section, your DMCA notice may not be valid.
3.Please note that this procedure is exclusively for notifying Company and its
affiliates that your copyrighted material has been infringed. It may be
advisable to contact an attorney regarding your rights and obligations under
the DMCA and other applicable laws.
b) Counter Notice
1. If you believe that your content that was removed (or to which access
was disabled) is not infringing, or that you have authorization from the
copyright owner, the copyright owner’s agent, or pursuant to the law, to
post and use the content, you may send a counter-notice containing the
following information to the Copyright Agent designated above:
1. Your physical or electronic signature;
1. Identification of the content that has been removed or to which access
has been disabled and the location at which the content appeared before it
was removed or disabled;
1. A statement that you have a good faith belief that the content was
removed or disabled as a result of mistake or misidentification of the
2. Your name, address, telephone number, and e-mail address, a statement
that you consent to the jurisdiction of the State of New York, and a
statement that you will accept service of process from the person who
provided notification of the alleged infringement.
1. If the Counter Notice is received by the Copyright Agent, Company may
send a copy of the Counter Notice to the original complaining party
informing that person that it may replace the removed content or cease
disabling it in ten (10) business days. Unless the copyright owner files
an action seeking a court order against the content provider, member or
user, the removed content may be replaced, or access to it restored, in
ten (10) to fourteen (14) business days or more after receipt of the
Counter Notice, at Company’ sole discretion.
16) Confidential Information.
During the term of this Agreement, you may receive confidential information
from Company related to your participation with the Service. Except as
expressly authorized by this Agreement, you will use reasonable efforts to
maintain the confidentiality of all such information and you will not disclose
such information without the prior written consent of Company. In no event
will you use less effort to maintain the confidentiality of such information
than you ordinarily use with respect to Your own confidential information.
The foregoing will not restrict you from disclosing confidential information
of Company pursuant to the order or requirement of a court, administrative
agency, or other governmental body, provided that if you are required to make
such a disclosure, you give reasonable and timely notice to Company to contest
such order or requirement. Examples of Company confidential information
include without limitation, all software, technology, services, algorithms,
search engines and search indices, programming, specifications, materials,
guidelines and documentation relating to the Service. Confidential
information does not include information that: (x) is or becomes generally
known to the public through no fault of or breach of this Agreement by you;
(y) is independently developed by you without use or reliance upon Company’
confidential information; or (z) you rightfully obtain from a third party
without disclosure restrictions. You understand and agree that any violation
or threatened violation of these provisions will cause irreparable injury to
Company, entitling Company to obtain injunctive relief in addition to having
the ability to terminate your use of the service and other remedies available
17) Third-Party Websites or Services.
The Service may contain links to third-party websites or services that are not
owned or controlled by Company. Company has no control over, and assumes no
responsibility for, the content, privacy policies or practices of any third
party websites or services. In addition, Company will not and cannot censor
or edit the content of any third-party website or service. By using the
Service, you expressly relieve Company from any and all liability arising from
your use of any third-party website or services. Accordingly, Company
encourages you to be aware of when you leave the Service, and to read the
that you visit. When requesting a Sites LLC Support Representative to set up
third-party service you agree that Sites LLC may accept the terms of service
of third party services on your behalf, in the course of setting up these
a) Regulatory References. A reference in this Agreement to a section in the
Privacy Rule means the section as in effect or as amended.
b) Amendment. The parties agree to take such action as is necessary to amend
this Agreement from time to time as necessary for you, as a Covered Entity, to
comply with the requirements of the Privacy Rule and HIPAA Regulations.
c) Survival. The respective rights and obligations of Company under Section
14(c) of this Agreement shall survive the termination of this Agreement.
d) Interpretation. Any ambiguity in this Agreement shall be resolved to
permit you to comply with the Privacy Rule.
e) No Third-Party Beneficiaries. It is the explicit intention of the parties
hereto, that no person or entity other than the parties hereto, and their
permitted successors and assigns, shall be entitled to bring any action to
enforce any provision of this Agreement, and the covenants, undertakings and
agreements set forth in this Agreement shall be solely for the benefit of, and
shall be enforceable only by the parties hereto or their respective successors
and assigns as permitted hereunder.