Terminal Terms Of Use

When you use Bold Penguin Terminal these are the Terms of Service.

Privacy Notice

Customer Terms of Service

YOUR USE OF THE PROPRIETARY BOLD PENGUIN TERMINAL (“TERMINAL”), IS SUBJECT TO THESE SUPPLEMENTAL TERMS OF SERVICE, THE STANDARDS OF CONDUCT AND THE BOLD PENGUIN CUSTOMER TERMS OF SERVICE (“CUSTOMER TERMS”) (COLLECTIVELY, “AGREEMENT”). TERMINAL IS AN “ADDITIONAL SERVICE” UNDER THE CUSTOMER TERMS. TO USE TERMINAL, YOU MUST AGREE TO BE BOUND BY THE AGREEMENT WITH BOLD PENGUIN, INC. AND/OR BOLD PENGUIN COMPANY, LLC OR OTHER BOLD PENGUIN SUBSIDIARY, AS APPLICABLE (COLLECTIVELY, “BOLD PENGUIN”, "WE", "US", AND "OUR").  IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT USE TERMINAL, AS YOUR USE OF TERMINAL IS DEEMED TO BE YOUR ACCEPTANCE OF THE AGREEMENT IN FULL.

Standards of Conduct

The Bold Penguin Privacy Notice (available here) is incorporated herein by reference. This Agreement governs your use of Terminal, however accessed, including via an internet browser, smartphone, tablet, or other internet connected device.

By signing up for Terminal on behalf of an agency or other legal entity, you confirm that (a) you are duly authorized to represent the legal entity and any affiliates of the legal entity who will be using Terminal, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on Terminal that occurs under your account.

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Terminal
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By signing up for Terminal on behalf of an agency or other legal entity, you confirm that (a) you are duly authorized to represent the legal entity and any affiliates of the legal entity who will be using Terminal, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on Terminal that occurs under your account.

Terminal

1.1 Additional Services. Terminal is a subscription service that you enroll with directly through our website or otherwise through Bold Penguin (“Additional Services”). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the “Supplemental Terms”), and those Supplemental Terms become part of this Agreement. In the event a Supplemental Term directly conflicts with any term in this Agreement, the Supplemental Term will apply to your use of the Additional Service instead of the term contained in this Agreement. For the avoidance of doubt, any reference to Terminal in this Agreement will include any applicable Additional Service(s).

1.2. Modification of Agreement. Subject to Article 5 of these Supplemental Terms, Bold Penguin may modify or update the Customer Terms or the Supplemental Terms at any time. You may review the most current version of the Customer Terms here.

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Term and Termination
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2.1 Term. These Supplemental Terms take effect on your Terminal Activation Date (defined below) and will remain in effect for as long as you have an active subscription for Terminal (the "Term").

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2.2 Activation and Renewal. 

2.2.1 Terminal Activation Date.  Your Terminal Activation Date is the date when you complete the online account registration and enrollment process for Terminal, and will also function as the Terminal Term Start Date for your subscription.  

2.2.2 Term Length.  Your Terminal subscription will remain active unless you effectively terminate your Terminal subscription (see Section 2.2.3), or Bold Penguin terminates your subscription pursuant to the terms of this Agreement.  

2.2.3 Subscription Termination.  To terminate your Terminal subscription, you may use self-service options provided on your Terminal instance to terminate your subscription (“Termination Notice”). Once you provide Termination Notice, your Terminal subscription shall be terminated immediately.

2.3 Additional Terminals. If you add another Terminal subscription after your Terminal Activation Date (“Additional Terminal”), the Additional Terminal will be subject to Section 2.2 and dates assigned pursuant to those terms as designated by Terminal Activation Date of the Additional Terminal. For avoidance of doubt, if you would like a separate instance of Terminal for an affiliate, each affiliate must register for its own subscription to Terminal and separately accept the terms of this Agreement.

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Payment Terms and Renewal
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3.1 Payment Authorization. Bold Penguin does not require a payment method on file for your Terminal Subscription. In the event a separate fee becomes applicable to your subscription, you agree that access to Terminal may be conditioned upon the provision of a valid payment method or the timely payment of an invoice. You agree to timely pay any invoice or expressly authorize Bold Penguin to charge your payment method, as applicable, in accordance with these Supplemental Terms if a fee is applicable to your subscription, or any other agreement between You and Bold Penguin.

3.2 Suspension for Non-Payment.  If a fee is applicable to your subscription, but your payment method on file cannot be charged, Bold Penguin will notify you to update your payment information. In the event you do not update your payment method promptly upon Bold Penguin’s notice, your access to Terminal may be suspended or terminated. 

3.3 Subscription Charge Adjustments. Bold Penguin may at any time, upon notice of at least 30 days, or a longer period if required by Applicable Law, change the price of your Additional Service(s), or institute new charges or fees. Price changes and institution of new charges will apply to your next renewal term after the 30 days' notice and any such fees shall be payable in accordance with Section 3.1. If you do not agree to any such price changes, then you must timely cancel your Terminal subscription in accordance with Section 2.2.3, above and stop using Terminal prior to the commencement of the renewal subscription period for which the price change applies. 

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Suspension and Termination Rights
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4.1 Suspension or Termination for Material Breach.   In addition to Bold Penguin’s rights under Section 3.2 (Suspension for Non-Payment) of these Supplemental Terms, the parties acknowledge Bold Penguin’s rights under Section 2.5 of the Customer Terms (Suspension and Termination of Additional Services).  Bold Penguin may also downgrade, suspend or terminate your access to Terminal without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 5.1 below; (b)  your license to operate is, in any jurisdiction, expired, surrendered, cancelled, non-renewed, suspended, revoked, or is otherwise invalid; (c) you do not log in to or otherwise use Terminal for a period of 180 days or more; or, (d) you are in material breach of this Agreement, including, but not limited to, a violation of Section 6.1 (Terminal License), Section 6.2 (Permitted Users), or Section 6.6 (API Integration). Notwithstanding the foregoing, in the event your breach causes material risk to Bold Penguin, in its sole discretion, Bold Penguin may suspend or terminate your access and all rights under the Terminal Terms of Service immediately with notice until you cure the breach. Notices via email from Bold Penguin will be sent to you at the email address you have provided to us, which you are responsible to keep updated.

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4.2 Your Services Data Portability and Deletion. After the effective date of termination of these Supplemental Terms, we will have no obligation to maintain or provide your data, and may, in our sole discretion, delete or destroy all copies of your data in our systems or otherwise in our possession or control, unless legally prohibited. It is your sole responsibility to export any data required for your own regulatory record-keeping before such data is deleted. This section will survive termination of this Supplemental Terms.

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Modification of Terminal or this Agreement
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5.1. Modification of Supplemental Terms. Bold Penguin may modify or update these Supplemental Terms at any time. In the event Bold Penguin determines it is necessary to make a material modification to these Supplemental Terms, you will be notified of such change and may be asked to affirmatively agree to such modified version. Note, however, that your use of Terminal after modifications to the Supplemental Terms take effect constitutes your binding acceptance of such changes. You may review the most current version of these Supplemental Terms here.

5.2 Exclusive Remedy. If you are dissatisfied with the terms of these Supplemental Terms or any modifications to them or Terminal, you agree that your sole and exclusive remedy is to terminate your Terminal subscription and discontinue use of Terminal.

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Usage Rights; Restrictions; Support
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6.1 Terminal License. During the Term, Bold Penguin grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in Terminal and all modifications and/or enhancements to any of the foregoing (collectively, the “Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Bold Penguin to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use Terminal only in compliance with these Supplemental Terms and all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). 

6.2 Permitted Users. You agree that only authorized users may access your Terminal subscription and that each user must be a named individual and have unique credentials.  You understand and agree that multiple users are not permitted to utilize the same credentials, and you agree to assign a unique username and password to each authorized user on your account.  You may add additional named users (seat licenses) through Terminal.  Bold Penguin will grant immediate access to seat licenses that you add (“Added Seat Licenses”) during any given month. .

6.3 Terminal Availability. Terminal will be available 99.9% of the time, excluding the Scheduled Maintenance Windows (“Service Windows”) as measured monthly (“Availability SLA”). All such Service Windows will be scheduled during the hours of 9:00 p.m.. to 6:00 a.m. Monday through Sunday, Eastern Time and shall not exceed eight (8) hours per month. Any unavailability caused by circumstances beyond Bold Penguin’s reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet Terminal provider failures or delays, or as necessary to update Terminal to ensure its security and integrity shall not constitute “unavailability” pursuant to this Section 6.3, and (c) provide Terminal only in accordance with Applicable Law. Bold Penguin’s hours for basic support are 8:00 a.m. to 6:00 p.m., Eastern Time, on weekdays, in the English language via telephone and email.

6.4 Security Safeguards. Bold Penguin shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of Terminal, and the security of your data. Bold Penguin shall not (a) disclose your data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your data except to provide Terminal and prevent or address Terminal or technical problems, or at your express request in connection with customer support matters. In the event Bold Penguin is compelled by Applicable Law to disclose your data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

6.5 Your Responsibility. You are solely responsible for your data, and all uses of your data that occur through your account.

6.6 API Integration. If you integrate with Bold Penguin using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by Bold Penguin. If this, or any other activity which threatens the stability of the Service occurs, Bold Penguin reserves the right to throttle your API connections or suspend or terminate your Bold Penguin account.