Effective Date: 17/07/2024

1.             INTRODUCTION AND ACCEPTANCE

Pastisart S.A. and its affiliated entities (“Pastisart” or “we”) offers you access to its website pastisart.us (together with any online materials, including without limitation email newsletters, the “Website”). These Terms of Use, together with our and any Additional Terms which might apply to certain products or services, govern your use of our Website.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE. BY USING ANY FEATURE OF OUR WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR WEBSITE.

2.             INTELLECTUAL PROPERTY

Our Website and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Website and all intellectual property rights to the same, including, without limitation, all copyrights, trademarks, service marks, trade names and trade dress that may appear in our Website are owned by us, our licensors, our affiliates, or identified third parties (collectively, the “Content”). Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Website or any Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

3.             ACCESS AND USE

(A)           Whether you access our Website for free or on a paid basis, our services are not being sold to you; rather, you are being granted a limited license to use our Website and associated services.

(B)           Third-Party Terms. IN CERTAIN INSTANCES, YOUR USE OF OUR WEBSITE OR OTHER SERVICES MAY BE SUBJECT TO YOUR AGREEMENT TO CERTAIN THIRD-PARTY PRIVACY OR OTHER TERMS. BY USING THE APPLICABLE SERVICE, YOU AGREE TO ALL SUCH THIRD-PARTY TERMS.

(C)           Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, modify, copy, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. In certain instances, we may suggest, ask, or otherwise permit you to download, install or print Content. In such a case, you may do so only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Content. You acknowledge that Pastisart reserves the right to discontinue the Website and any Content offerings, in whole or in part, at any time. When using our Website, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law.

(D)           Furthermore, except as expressly permitted in these Terms of Use, you may not:

(i)             remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice we include in or through our Website or Content;

(ii)            use the Website or Content for any commercial purpose;

(iii)          circumvent, disable, or otherwise interfere with our security-related features including, without limitation, any features that prevent or restrict the use of or copying of any Content;

(iv)           use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website or Content for any purpose without our express written permission;

(v)            collect or harvest any personal information or other data from our Website including, without limitation, email addresses;

(vi)           encourage conduct that violates any local, state, or federal law, either civil or criminal, or impersonate another user, person, or entity;

(vii)         engage in any conduct that restricts or inhibits any other user from using or enjoying our Website.

(E)            You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

4.             PROMOTIONAL MESSAGES

Our Website and associated services may include sending you promotional e-mails/newsletters. These are typically recurring message programs that, upon registration, results in messages being automatically sent to you until you unsubscribe as set forth in our Privacy Policy, or by using the options included in the communication we send you (e.g., using the “Unsubscribe” feature provided in the footer of our emails). To receive any of these communications from us, you will be required to register and provide certain information about you (e.g., full name, street address, e-mail address, mobile number, etc.). Our use of the information you provide is governed by our.

5.             CONTENT & THIRD-PARTY LINKS

(A)           We provide our Website including, without limitation, Content for educational, entertainment and/or promotional purposes only. You may not rely on any information and opinions expressed through our Website for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Content.

(B)           In some instances, Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement offered through our Website by anyone other than our authorized employees or spokespersons while acting in their official capacities.

(C)           Our Website may link or contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

6.             INDEMNIFICATION

You agree to indemnify and hold harmless Pastisart and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “Pastisart Parties”) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (A) your use of our Website; (B) any actual or alleged violation or breach by you of these Terms of Use; (C) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (D) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

7.             DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF OUR WEBSITE IS AT YOUR SOLE RISK. OUR WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PASTISART PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (a) WARRANTIES THAT OUR WEBSITE WILL MEET YOUR REQUIREMENTS; (b) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR WEBSITE OR CONTENT; (c) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (d) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR WEBSITE; (e) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR WEBSITE; AND (F) WARRANTIES THAT ERRORS IN OUR WEBSITE OR CONTENT WILL BE CORRECTED.

8.             LIMITATION ON LIABILITY

(A)           UNDER NO CIRCUMSTANCES SHALL ANY OF THE PASTISART PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR WEBSITE OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR WEBSITE INCLUDING, WITHOUT LIMITATION, CONTENT IS TO STOP USING OUR WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR WEBSITE OR ANY LINKS PLACED IN OUR WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY USING OUR WEBSITE.

(B)           NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL OF THE PASTISART PARTIES EXCEED $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR WEBSITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(C)           In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

9.             TERMINATION

(A)           We reserve the right in our sole discretion and at any time to block your use of our Website for any reason including, without limitation, if you have failed to comply with the letter and spirit of these Terms of Use. You agree that Pastisart is not liable to you or any third party for blocking your use of our Website.

(B)           Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your use of the Website or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions under “Miscellaneous.”

(C)           Immediately upon termination for your violation of any of your obligations under these Terms of Use, you agree to stop viewing the Website and Content and will destroy any downloaded copies of Content in your possession, whether in electronic or printed format.

10.           CHOICE OF LAW; JURISDICTION AND VENUE

These Terms of Use shall be construed in accordance with the laws of the State of Florida without regard to its conflict of laws rules. Any legal proceedings against Pastisart that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state or federal courts applicable to Miami, Florida and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

11.           CLASS ACTION WAIVER AND JURY WAIVER

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT OR OTHER PROCEEDING. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR OTHER PROCEEDING.

12.           AMENDMENT; ADDITIONAL TERMS

(A)           We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Website or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Website generally, unique of our services, or both (“Additional Terms”). To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(B)           Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website or notification by email. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Website following any modification of these Terms of Use, or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Website.

13.           MISCELLANEOUS

(A)           No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

(B)           Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in force.

(C)            Where we have provided you with a translation of the English language version of these Terms of Use, our Privacy Policy, or Additional Terms, you agree that the translation is provided for your convenience only and that the English version governs your relationship with us. The English language version takes precedence if there is any contradiction between the English and translated versions.

(D)           These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.

(E)            You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.