PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE.

Welcome and thank you for your interest in the Pengwenz app.

These Terms of Use Agreement (“Agreement”) constitute a legally binding agreement (the “Agreement”) between you and Pengwenz, Inc., the owner by Pengwenz, Inc. (“Pengwenz”, “we,” “our,” or “us”) governing your access to and use of the Pengwenz system, its website, mobile application, software, API, products, and provided by Pengwenz (collectively referred to as the “Service”). This Agreement applies to all visitors, users, guardians, subscribers, and those you designate as and others to access or use the Service (“Users,” “you,” or “your”).

By entering into this Agreement, and/or by accessing or using the Service (including by downloading any mobile application we may offer from time to time), you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as outlined in the Pengwenz Privacy Policy. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this Agreement, at any time, by posting changes to this Agreement. Your continued access to or use of the Service after such posting confirms your consent to be bound by this Agreement, as amended. All rights granted between Users have been agreed upon by all the Parties via these Terms. BY DOWNLOADING, ACTIVATING, ACCESSING OR USING THE SERVICE, YOU INDICATE YOUR CONSENT TO THIS AGREEMENT.

As a condition of your use of the Services, you warrant Pengwenz that you shall not use the Services for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services or Pengwenz Websites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services or Pengwenz Websites. The Services may contain Voice-over-IP based communications, SMS-based communications, data sync services, application download services, chat support services, positioning services through GPS or triangulation technology, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with Pengwenz, other users of the Services, or the public at large (collectively, “Communication Services”). You agree to use the Communication Services only to post, send, and receive messages and material that are proper and related to the Services.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION, AS THIS AGREEMENT CONTAINS IMPORTANT INFORMATION ‎REGARDING YOUR ‎LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, ‎INCLUDING ‎VARIOUS LIMITATIONS AND ‎EXCLUSIONS ON DAMAGES ‎YOU MAY CLAIM AGAINST US AND INDEMNIFICATION OBLIGATIONS YOU OWE TO ‎US‎. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT, EXCEPT WHERE PROHIBITED BY APPLICABLE LAWS, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Eligibility
You may use the Service only if you can form a binding contract with Pengwenz, and only in compliance with this Agreement and all applicable local, state, provincial, federal, national, and international laws, rules, and regulations. To use the Service you must be, and hereby represent that you are, an individual 16 years or older who can form legally binding contracts. Persons under the age of 16, or any higher minimum age in the jurisdiction where that person resides, are strictly prohibited from accessing or using the Service unless their parent has consented in accordance with applicable law. Additionally, you are prohibited from accessing or using the Service if you are barred from receiving services under applicable law or have previously been suspended or removed from the Service. You are responsible for ensuring that your use of the Services is in compliance with all applicable foreign, federal, state and local laws, rules and regulations.

By providing consent for a child under sixteen (16) to use the Service, parents and legal guardians agree to: (i) exercise oversight of the child’s use of the Service, including ensuring that such use is always in accordance with this Agreement, all documents related hereto, and all applicable laws, and to be fully responsible and liable for the child’s compliance with this Agreement and the child’s ‎use of the Service‎; (ii) ‎the disclaimers, waivers and limitations of liability set out in this Agreement on your ‎behalf and on the child’s behalf‎; and (iii) be fully liable for and to fully indemnify, defend, and hold harmless Pengwenz and our subsidiaries, agents/mandataries, officers and directors, employees, licensors, managers, and other affiliated companies, and their employees, contractors, agents/mandataries, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising, directly or indirectly, from such child’s use of the Service or such child’s failure to comply with this Agreement, and all references to “you” or “your” in (i) through (vi) in Section 11 (Indemnity) shall be deemed amended to include your child or your ward, as applicable.

2. Accounts and Registration
Accounts that you are able to establish with the Service give you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion. To access and use the Service you must create an account (“Account”) by providing us with information such as your name, contact information, and payment information. You are only allowed one account per telephone number and email address. You are solely responsible for providing accurate, current, and complete information during the registration process and for always keeping your Account information up to date.

We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You agree that you are solely responsible for maintaining the confidentiality and security of any passwords that you establish when registering for an account, activities, features, or service offerings. Pengwenz shall not be responsible for any losses arising out of the unauthorized use of your account. You agree to indemnify and hold harmless Pengwenz, its Affiliates, members, directors, employees, agents, and other users from any claim, action or damages related to such use. You must notify us immediately of any breach of security or unauthorized use of your account. Pengwenz shall not be liable for any losses caused by any unauthorized use of your account.

You shall control your User profile and how you interact with the Service by changing settings that are made available to you.

You are responsible for all activity that occurs in association with your Account. Pengwenz is not liable for any loss, damage, or personal injury to you or your family caused by your failure to maintain the confidentiality of your Account. Please contact us immediately through the support section of Pengwenz if you discover or suspect any security breach related to your Account.

3. Privacy Policy and Additional Terms
Our Privacy Policy explains how we collect, use, and share your information, and is hereby incorporated into this Agreement. You agree that your access to and use of the Service is governed by our Privacy Policy.

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Service. All Additional Terms are incorporated by reference into, and made a part of, this Agreement.

4. Restrictions
In addition to any other restrictions set forth in this Agreement, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities (i) copying, distributing, transmitting, disassembling, decompiling, publicly displaying, republishing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping” or by creating any derivative works of the Service; (ii) determining or attempting to determine any source code, algorithms, methods, or techniques ‎embodied by the Service or any derivative works thereof, or incorporating the Service or any portion thereof into any other program or product‎; (iii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to Pengwenz servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iv) transmitting spam, chain letters, or other unsolicited email; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (vi) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) uploading invalid data, viruses, worms, or other software agents through the Service; (viii) collecting or harvesting any personally identifiable information, including account names, from the Service; (ix) using the Service for any commercial solicitation purposes; (x) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xi) interfering with, or attempting to interfere with, the proper working of the Service; (xii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiv) distributing, licensing, transferring, or selling, in whole or in part, any of the Service or any derivative works ‎thereof‎; (xv) encouraging any conduct that restricts or inhibits anyone’s use or enjoyment of the ‎Service, or which, as determined by us, may harm us or Users of the ‎Service or expose us or them ‎to liability‎; and (xvi) violating, or promoting the violation of, this Agreement or any applicable federal, provincial, local, state, foreign, or ‎international law or regulation, ‎including any laws regarding the export of data or software, ‎patent, trademark, trade secret, ‎copyright, or other intellectual property or legal rights (including ‎the rights of publicity and privacy of ‎others)‎. Do not publicly display or use the Services to generate, store, or share inappropriate content or material such as nudity, bestiality, pornography, offensive language, graphic violence, self-harm or criminal activity. Pengwenz retains the right to audit your account based on corporate policies if Pengwenz suspects the Service is being used for any of these restrictions.

5. Limited License Grant
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. We reserve all rights not expressly granted herein in the Agreement. Pengwenz may terminate this license at any time for any reason or no reason.

By posting or publishing User Content, you grant Pengwenz a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).

6. User Content
Some areas of the Service allow Users to post content such as profile information, images, comments, questions, messages, and other content or information (any such content Users, Guardians, Huddle (a User’s contact list made up of all people a person is associated with inside Pengwenz) or Flock Members (a group of Pengwenz users all under the same account ownership as defined by payments) submits, posts, displays, creates, records, or affirmatively chooses to make available on the Service is collectively known as “User Content”). User Content does not include information collected from or about your phone or device. We claim no ownership rights over User Content created or submitted by you. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to the User Content License Grant above (Item 5.), and to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Pengwenz has the right (but not the obligation) in our sole discretion to remove any User Content that is shared via the Service.

You acknowledge you have the ability to provide access to your data to members of Your Huddle and Flock (including location, status, personal information, history, audio or video recordings). By doing so, you are enabling others to copy, distribute, make public, modify, delete, or otherwise misuse your data, among other things. Additionally, if you choose to provide access to your data to other persons, those people may provide unauthorized access to others. You agree that Pengwenz has no responsibility for anything those persons with whom you share your data and what they do with your data, including making it available to others. See Pengwenz Privacy Policy

You agree not to post or transmit User Content 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) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be 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, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current; (ix) violates any school or other applicable policy, including those related to cheating or ethics; (x) interferes with other Users of the Service including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Service and deleting or revising any content posted by another person or entity; or (xi) except where expressly permitted, post or transmit charity requests, petitions for signatures, franchise arrangements, distributorship arrangements, sales representative agency arrangements or other business opportunities (including offers of employment or contracting arrangements), club memberships, chain letters or letters relating to pyramid schemes, any advertising or promotional materials or any other solicitation of other Users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose. You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of the Service that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us. You may not copy or use personal identifying or business contact information about other Users without their permission. You agree, represent, and warrant that any User Content that you post does not and shall not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Pengwenz reserves the right, but is not obligated, to reject and/or remove any User Content that Pengwenz believes, in our sole discretion, violates these provisions.

Pengwenz takes no responsibility for the proper functioning of any networks or servers, or any communications that occur over such networks and servers. Pengwenz makes no representations or warranties as to the interoperability of the Services with any network or servers. You acknowledge that Pengwenz shall have no liability to you or to any third party arising because of any networks or servers failing to perform in the manner intended, failure of the Services to properly operate with your network or servers or from any errors occurring on your networks or servers because of your use of the Services. You acknowledge and recognize that the Services are a self-help service provided through our Service Providers, applications, mobile networks, and the internet, and that Pengwenz does not always control or endorse the involvement of its users in the Services, including who is a user, administrator or co-administrator and, therefore, Pengwenz specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Services users are not authorized by Pengwenz’s spokespersons, and their views do not necessarily reflect those of Pengwenz. Pengwenz uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials. For any content provided to Pengwenz on or through the Services, Pengwenz does not claim ownership of the materials you provide to Pengwenz or post, upload, input or submit to the Services (including chats, pictures, videos, audios, personal details, feedback, and suggestions) (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Pengwenz, its affiliated companies, and necessary sublicensees a worldwide, royalty-free, transferable, perpetual right and license to use your Submission in connection with the operation of Pengwenz’s and its affiliates’ businesses including, without limitation, the rights to copy, distribute, transmit, reproduce, edit, translate and reformat your Submission. No compensation shall be paid to you for the use of your Submission, as provided herein. Pengwenz is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Pengwenz’s sole discretion. By posting, uploading, inputting, providing, or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and to grant to Pengwenz’s the rights and licenses set forth above. You agree that you shall defend, indemnify, and hold harmless Pengwenz and its affiliates, officers, directors, employees, and agents from and against any third-party claims (and any and all resulting losses, damages, liabilities, costs, and expenses) alleging that your Submission or Pengwenz’s use of your Submission in accordance with the rights and licenses granted above violates, infringes or misappropriates the rights of any third party or violates applicable law.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any local, state, province, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent, and warrant the following:

A. You have the consent of every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

B. Your User Content and Pengwenz’s use thereof as contemplated by this Agreement and the Service shall not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. Pengwenz takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Pengwenz shall not be liable for any damages you allege to incur as a result of User Content.

7. Service Availability and Our Right to Terminate Service
The Service is designed for residents of the contiguous U.S., Alaska, and Hawaii, though some features of the Service may not work in areas outside the wireless service coverage area for the phone that the Service is installed on. Pengwenz makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations.

We may, without prior notice and at our sole discretion, change the Service, stop providing the Service or features of the Service to you or to Users generally, or create usage limits for the Service. Notwithstanding the foregoing, solely as it relates to safety features, Pengwenz shall endeavor to take reasonable steps to notify Users prior to discontinuing such features. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason.

You are responsible for all the mobile data usage resulting from the use of the Service. Consult your mobile operator concerning your plan, data rate charges and limits. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Pengwenz shall have no liability for your interactions with other Users, or for any User’s action or inaction.

8. Service Features
This section provides information about some of the Service features that may be available for you to use or subscribe to. The Service includes a number of features which may or may not be available to you depending on which features you elect and, where required, pay or subscribe to use. Some of the Service features require Services to be installed on the devices that the features apply to. Not all Service features may be available in your country.

A. Not Responsible for Emergency Response Services
PENGWENZ APP FEATURES ARE NOT A REPLACEMENT FOR A 911 (or your local emergency number) OR EMERGENCY CALL DIRECTLY TO POLICE, OTHER FIRE/LAW ENFORCEMENT OR EMERGENCY MEDICAL SERVICES (collectively, “Emergency Responders”). In the event of a serious incident, or one that involves an injury, always dial 911 (or your local emergency number) immediately.

Pengwenz and our Third-Party Providers shall have no liability for permit fees or fines, false alarms, false alarm fines, police or fire response, any damage to personal or real property or personal injury caused Emergency Responders to an emergency alert, whether false alarm or otherwise, or the refusal of Emergency Responders to respond or the timeliness of the response. You (and not Pengwenz) are responsible for any charges or fees payable to third parties in connection with the Service, such as ambulances and other Emergency Responders.

If you use our Service, we shall share information concerning your emergency with relevant public safety authorities including Emergency Responders. You understand and agree that once the content of your Account is made available to Emergency Responders, it may be transmitted or otherwise made accessible through unsecured communications as part of the information disseminated to or by Emergency Responders responding to your emergency. You further understand that the content of your Account may be stored as part of a public record associated with your emergency call if required by local law or statutes. You understand and you agree and hereby authorize Pengwenz to release and disclose your Account information, including any User Content, to Emergency Responders in connection with your emergency. You should only provide the information you want Emergency Responders to have access to.

B. Location Information and Device Permissions and Settings
The Service includes location information features that collect and share location information about you. These features may not work for certain reasons, such as if the device and corresponding settings to allow the collection and sharing of location information are not enabled or if the device is not connected to a telephone, wi-fi network or if the device loses internal battery power. If you use features designed to collect and share location information, the Service shall periodically access and collect information about your device and location. By using the features designed to collect and share information, you represent and warrant that you have consented to use the Service and to allow it to access and collect such information.

To work properly, these features require the corresponding Services to be installed on the device for which location and movement data shall be provided, and require access to location, sensory and motion data from the smartphone or mobile device. These features may not work properly if the corresponding device permissions and settings allowing access to location, background location, microphone, camera, contacts, sensory, notifications, and motion data are not properly configured or enabled. In addition, the features may not work for a variety of reasons, such as if the device that the Services is installed on is not powered on and connected to the wireless service provider’s network (e.g., it shall not work if the phone is connected to a wi-fi network), if location services are turned off, if the Service is not being used or is blocked on the device, if you are making a phone call through the device, and for other reasons.

C. Place Alerts and Check-Ins
The Services include features like My Places Alerts, Perimeter, and Check-Ins to alert your Huddle and Flock members when you arrive or leave a specific location. These features may not work properly due to a variety of reasons such as hardware limitations or battery life, limitations in GPS service availability, or if the mobile device settings and permissions are not properly configured or outside of wireless service coverage area. Other factors may also prevent accurate My Place Alerts, Perimeter, and Check-Ins. For example, if you set up My Places that overlap each other or are extremely close, or if you are logged into the Pengwenz Service on multiple devices at the same time, your My Place Alerts, Perimeter, and Check-Ins may not be accurate.

D. My Huddle Permissions
Users shall set up and approve permissions for all members of their My Huddle (also known as Guardians). Your My Huddle members shall accept or decline these permissions including the responsibility associated with potential emergency situations that may occur with the User. These permissions can be changed by the User at any time or at the request of the My Huddle member to the User. Services and/or Pengwenz shall use these permissions to contact your appropriate My Huddle members on your behalf via the mobile application when the User has selected certain Services. Some members of your My Huddle may be granted temporary permissions such as the ability to see your location, track you, receive notifications, receive live streams, audio and video recordings, to have access to your location and data storage or trigger an SOS on your behalf.

Guardians are people you would like Services and/or Pengwenz to contact on your behalf during events such as Follow Me, I’m Nervous, Silent or SOS alert (“SOS”). Some Guardians who do not have rights to follow you always (24 hours a day) shall receive notifications, see your location and be able to track you when you select an escalated event such as an SOS or I’m Nervous and you have granted permission for these Guardians to be notified during specific events. During an escalated event such as an SOS or I’m Nervous, Guardians grant Users who do not have the rights to follow them always (24 hours a day) the rights to notify, view location, track, and override phone settings during an event. All rights granted between Users and Guardians have been agreed upon by all the Parties via these Terms.

E. Are You Okay? Permissions
Users may grant permission to their Guardians to access their location and track them during an Are You Okay? event. If the User permits a Guardian to trigger a Silent SOS during this event, some Guardians you designate with appropriate rights may be contacted and provided your location, tracking, and other SOS-related privileges when a Silent SOS is triggered by a Guardian.

F. Sniffer

Sniffer is a Bluetooth scanning device to find Bluetooth related devices such as microphones, services such as Airtags, Tiles, cameras, Airpods, phones, speakers, or other such devices. 

A device’s Bluetooth signal’s strength and range varies due to many issues including device, manufacturer and Bluetooth standards.  Bluetooth distances are usually in open air environments with no obstacles (such as a wall or floor) between you and the Bluetooth device.  Even the smallest of obstacles (such as a window, wall or floor) can decrease the distance registered between you and the Bluetooth device thus making accurate measurement of the distance impossible.

G. Billing Policies
If you elect to use Subscription Features, you agree to the pricing and payment terms and that we may update them from time to time. Pengwenz may add new features for additional fees and charges, or amend fees and charges for existing services, at any time in our sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.

H. Pricing, Payment and Subscription Terms
i. Subscription/access fees are payable in advance. All subscription and access charges for the Subscription Features are payable in advance. Pengwenz is not responsible for any charges or expenses you incur resulting from charges billed by Pengwenz in accordance with this Agreement (e.g., overdrawn accounts, exceeding credit card limit, etc.). By providing a credit card number or other payment method with advance authorization features (e.g., some PayPal accounts, or in-app payments such as from third parties like Apple or Google), you authorize Pengwenz to continue charging the payment method for all charges due Pengwenz, including taxes and credit card fees, until your account is settled and your subscription is terminated by either you or Pengwenz. Pengwenz reserves the right to limit the number of accounts that may be charged to a credit card or other payment or identification method per unique user.

ii. Subscription accounts may have a trial period.
After initial registration of a paid membership subscription, you may be given an initial trial period. Certain Subscription Features may not be available during the free trial period, at Pengwenz’s sole discretion. You may cancel your account at any time during the trial. If you want to change your account type, you may do so at any time (either before or after the trial period). You are limited to one trial per person (credit card or other unique payment or identification method) for any twelve (12)-month period. If you do not cancel your account during the trial, you shall be automatically downgraded or charged based on the account type you selected during registration. To cancel or downgrade your subscription, go to the Account Details section of Pengwenz.

iii. Payment methods
Pengwenz accepts credit and debit cards issued through VISA, MasterCard, American Express, and Discover. Pengwenz also accepts in-app payments such as from third parties like Apple or Google. Pengwenz may choose to include additional payment methods at its sole discretion. Pengwenz requires that you provide the security code for your debit or credit card to help protect against the unauthorized use of your card by other persons. The security code is an individual three- or four-digit number specific to your card that may be printed on the face of your card above the embossed account number (if American Express), or on the back of your card, on the signature panel (if Visa or MasterCard). In the event that Pengwenz is unable to charge the card you have provided (e.g., an expired credit card), Pengwenz shall send you a notice to update your card information. You shall have a fourteen (14)-day grace period to update your billing information. If the account is not updated within the fourteen (14)-day grace period, Pengwenz shall terminate or downgrade your subscription.

iv. Pricing Changes
Prices for Subscription Features may change from time to time in Pengwenz’s sole discretion. If they do, and you currently have Subscription Features, Pengwenz shall provide you with notice of the change through the Service or in email to you at Pengwenz’s option or as required by applicable law, at least thirty (30) days before the change is to take effect. Your continued use of the Subscription Features after price changes become effective constitutes your agreement to pay the changed amount. If you do not agree to the new prices, please follow the instructions in the “Account Downgrade or Cancellation” section below.

v. Account Downgrade or Cancellation
You may downgrade or cancel your Pengwenz subscription at any time. If you downgrade or cancel your subscription, the change shall be effective at the end of the current billing period. You must downgrade or cancel your subscription before it renews in order to avoid being billed for the next subscription period’s subscription fee. You can see your next renewal date by navigating to the Services’ Account Details section. To cancel a free subscription, remove the app from the phone. To cancel a paid subscription, go to your account inside the app and change the subscription in-app settings.

No Refunds or Credits: PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, you shall continue to have access to the Service through the end of your current billing period provided that you have previously paid for that period. For example, if you purchase an annual subscription and cancel it three months into the subscription year, you shall NOT receive a refund for the remaining portion of the subscription year. You shall continue to enjoy the Subscription Features for the remaining nine months that you have already paid.

I. Payment Information; Taxes and Other Charges
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You shall pay any applicable taxes, if any, relating to any such purchases, transactions, or other monetary transaction interactions.

J. Battery Usage
Use of the Service or Service features that require the use of Service may use a significant amount of power from the battery of any device that the Service is installed on. You may wish to limit your use of these or other services on your device to the times when they are necessary (e.g., you may want to turn off certain Service features when you are not driving, or you may want to turn off other applications and services when you are driving), or where possible, you might wish to keep your phone plugged into a power source.

9. Ownership and Proprietary Rights
Except for User Content Section, all data, text, images, logos, software, content, and other information and content available on or through the Service (“Pengwenz Material”), is the property of Pengwenz. All Pengwenz websites and services are protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all rights, title, and interest in and to the Pengwenz Material. Except as expressly stated in this Agreement, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, or transmit any Pengwenz Material, in whole or in part, by any means. Any attempted transfer or assignment in violation hereof shall be null and void.

You acknowledge and agree that any feedback, comments, feature ideas or suggestions you may provide regarding the Service (“Feedback”) shall be the sole and exclusive property of Pengwenz and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback. Any data that we generate from your usage of the Service shall be owned by Pengwenz, Inc. and handled subject to the terms of Pengwenz’s Privacy Policy, as applicable.

10. Disclaimer
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PENGWENZ, ITS SUBSIDIARIES, ITS AFFILIATES, ITS SERVICE PROVIDERS AND ITS LICENSORS DO NOT WARRANT THAT: (I) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE (E.G., DATA, INFORMATION, LOCATION, CRASH DETECTION OR REPORTING, EMERGENCY ASSISTANCE, ETC.) SHALL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE SHALL MEET YOUR REQUIREMENTS; (III) THE SERVICE SHALL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS SHALL BE CORRECTED; OR (V) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE SHALL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

11. Indemnity
You agree to defend, indemnify, and hold Pengwenz and its officers, directors, employees, agents, and affiliates harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), arising out of or relating to: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content, or any User Content or other information that is submitted via your account, including any Ideas; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PENGWENZ ENTITIES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF PENGWENZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF PENGWENZ AND ITS LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICE FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES AND YOU SHALL BE LIMITED TO THE MINIMUM CLAIM APPLICABLE BY LAW.

13. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

A. Governing Law.
You agree that: (i) the Service shall be deemed solely based in the State of Texas; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Pengwenz, either specific or general, in jurisdictions other than Texas. This Agreement shall be governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Williamson County, Texas for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as outlined in the Arbitration provision below.

B. Arbitration.
In the unlikely event that Pengwenz has not been able to resolve a dispute it has with you after sixty (60) days, except where prohibited by applicable law, we each agree to resolve any claim, dispute, or controversy (excluding any Pengwenz claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration shall be conducted in Williamson County, Texas, unless you and Pengwenz agree otherwise. Each party shall be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Pengwenz from seeking injunctive or other equitable relief from the courts as necessary to protect any of Pengwenz’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND PENGWENZ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arisen out of or relating to this Agreement, or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties shall specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

14. Information and Complaints
If you have a question or complaint regarding the Service, please send an e-mail to peng-contact (at) pengwenz.com or use the Contact Us Form at www.pengwenz.com. Please note that e-mail communications shall not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with Pengwenz.

15. Notification Procedures and Changes to the Agreement
Pengwenz may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website or mobile application, as determined by Pengwenz in our sole discretion or as may be required by applicable law. Pengwenz reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt-out of certain means of notification as described in this Agreement. Pengwenz is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Pengwenz may, in our sole discretion, modify or update this Agreement from time to time and without prior notice to you (except where notice is required by applicable law), and so you should review this page periodically. When we change the Agreement materially, we shall update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the Agreement. If you do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the Service.

16. Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with Pengwenz in connection with the Service (including all supplemental terms referenced herein and our Privacy Policy), shall constitute the entire agreement between you and Pengwenz concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

17. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Pengwenz’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

18. Contact
Please contact us peng-contact (at) pengwenz.com with any questions regarding this Agreement.

This Agreement was last modified on March, 2024.

19. Language
You and Pengwenz have each expressly requested and required this Agreement and all ‎documents that relate hereto be drawn up in the English language