Terms & Conditions

These Terms & Conditions (the "Terms") are a binding legal agreement between you ("you", "your", or the "Client") and Pilanor ("Pilanor", "we", "us", or "our") governing your access to and use of our website at pilanor.com, our client workspace and applications, and any related products, features, content, or services (collectively, the "Services").

By accessing or using the Services, creating an account, or clicking to accept these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, you must not access or use the Services.

You represent that you are at least 18 years old and have the legal capacity and authority to enter into these Terms, and that if you are using the Services on behalf of a company or other entity, you have authority to bind that entity, in which case "you" refers to that entity.

Pilanor is a web-design and software-development agency that also provides a hosted client-management platform through which signed-in clients may access files, documents, notes, messaging, calls, and related tools. The scope, deliverables, timelines, and fees for any custom development or design engagement are governed by a separate written proposal, statement of work, or order (an "Order"). In the event of a conflict between an Order and these Terms, the Order controls for that engagement.

We may add, modify, suspend, or discontinue any part of the Services at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services, except as expressly stated in an applicable Order.

To access certain features you must create an account. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for safeguarding your login credentials and for all activity that occurs under your account.

You must notify us immediately of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your credentials. We may suspend or terminate accounts that we reasonably believe have been compromised or used in violation of these Terms.

You agree not to, and not to permit any third party to:

• •use the Services in violation of any applicable law, regulation, or third-party right;
• •upload, transmit, or store any content that is unlawful, infringing, defamatory, obscene, harassing, or otherwise objectionable, or that contains malware or malicious code;
• •attempt to gain unauthorized access to the Services, other accounts, or our systems or networks;
• •reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent such restriction is prohibited by law;
• •copy, scrape, harvest, frame, mirror, resell, or commercially exploit any part of the Services without our prior written consent;
• •interfere with, disrupt, overload, or impair the integrity or performance of the Services; or
• •use the Services to build a competing product or service.

We may investigate and take appropriate action, including removing content and suspending or terminating access, against anyone who, in our sole discretion, violates this section.

"Client Content" means any files, documents, text, images, media, messages, or other materials you submit to or through the Services. As between you and Pilanor, you retain all ownership rights in your Client Content. You are solely responsible for your Client Content and represent that you have all rights necessary to submit it and to grant the license below.

You grant Pilanor a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process your Client Content solely as necessary to operate, provide, secure, and improve the Services and to perform under any Order. We may remove or disable access to Client Content that we reasonably believe violates these Terms or applicable law.

You are responsible for maintaining your own backups of Client Content. We are not obligated to store Client Content indefinitely and may delete it in accordance with our retention practices or upon termination.

The Services, including all software, code, designs, text, graphics, user interfaces, trademarks, logos, and other content provided by Pilanor (excluding Client Content), and all intellectual property rights in them, are owned by Pilanor or its licensors and are protected by law. Except for the limited rights expressly granted to you, no rights are transferred to you.

Ownership of custom deliverables produced under an Order is governed by that Order; unless the Order states otherwise, deliverables transfer to you only upon full payment, and Pilanor retains ownership of its pre-existing materials, tools, frameworks, and know-how.

If you provide feedback, ideas, or suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation to you.

The Services rely on third-party providers (for example, authentication, cloud hosting, storage, real-time communications, and artificial-intelligence providers). Your use of those features may be subject to the third parties' own terms. We do not control and are not responsible for third-party services, and we disclaim all liability arising from them to the maximum extent permitted by law.

Certain features use artificial intelligence to generate text, images, or other output. AI output may be inaccurate, incomplete, outdated, or otherwise unsuitable, and may not be unique to you. You are solely responsible for reviewing and verifying any AI output before relying on or using it, and for ensuring your use complies with applicable law and third-party rights. AI features are provided "as is" without any warranty, and we make no representation that output is accurate, non-infringing, or fit for any purpose.

Fees for engagements are set out in the applicable Order. Unless stated otherwise, invoices are due upon receipt, fees are non-refundable except where required by law, and amounts are exclusive of taxes, which are your responsibility. We may suspend Services or withhold deliverables for overdue amounts and may charge interest on late payments to the extent permitted by law.

Each party may receive non-public information of the other that is designated confidential or that reasonably should be understood to be confidential. The receiving party will use such information only to perform under these Terms and will protect it with at least reasonable care. This section does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

THE SERVICES AND ALL CONTENT AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PILANOR DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, secure, error-free, or free of harmful components, or that any defects will be corrected, or that any results will be obtained from use of the Services. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PILANOR AND ITS OWNERS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PILANOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO PILANOR FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You agree to defend, indemnify, and hold harmless Pilanor and its owners, employees, and contractors from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to your Client Content, your use of the Services, your violation of these Terms or any applicable law, or your infringement of any third-party right.

You may stop using the Services at any time. We may suspend or terminate your access to the Services at any time, with or without cause or notice, including if we reasonably believe you have violated these Terms. Upon termination, your right to use the Services ends immediately.

Sections that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability, indemnification, confidentiality, and governing law — will survive.

These Terms are governed by the laws of the State of New York, United States, without regard to its conflict-of-laws rules. Subject to the following, you agree to the exclusive jurisdiction and venue of the state and federal courts located in New York for any dispute not subject to arbitration.

Any dispute arising out of or relating to these Terms or the Services will, to the extent permitted by law, be resolved through final and binding individual arbitration rather than in court, and you and Pilanor waive any right to a jury trial and to participate in a class or representative action. You may opt out of arbitration by written notice to us within 30 days of first accepting these Terms.

We may update these Terms from time to time. If we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

These Terms, together with any applicable Order and our Privacy Policy, constitute the entire agreement between you and Pilanor regarding the Services and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our consent; we may assign them freely. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Questions about these Terms may be sent to Pilanor at info@pilanor.com or +1 (929) 300-2121.