Contracts
- Client Agreement Guide
- Mutual Non-Disclosure Agreement
- Terms of Use (for access to free services)
- Client Data Processing Addendum
- Business Associate Agreement
- Reseller Terms of Service
- Service Level Agreement
- Software Evaluation Licensing Terms
- Acceptable Use Policy
- Cookie Policy
- Partner Program Terms and Conditions
- Trademark Standards For Use
- W-9
Client Agreement Guide
Version 6.3
Mutual Non-Disclosure Agreement
Version 8.0
Effective June 6th 2024
DownloadTable of Contents
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into between Pantheon Systems, Inc. (“Pantheon”) and ___________________________ ____________________________ (“Company”) as of _____________________________ (the “Effective Date”), to protect the confidentiality of certain confidential information of Pantheon or of Company to be disclosed under this Agreement solely for use in discussions regarding a potential business relationship between the Parties(the “Permitted Use”). Pantheon and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
- As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is marked or otherwise identified in writing as confidential or proprietary, or that is provided under circumstances indicating that it is confidential or proprietary by Disclosing Party, or that otherwise should reasonably be understood by Receiving Party to be confidential or proprietary to Disclosing Party because of the nature of the information or material itself, which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
- Subject to Section 3, each Receiving Party agrees that at all times it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Each Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees, authorized representatives, clients and prospective clients having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
- The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party.
- Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party as permitted by law, or if required by a valid order of a court or other governmental body with jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such order and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required.
- The Receiving Party will promptly notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.
- Immediately upon completion of the Parties’ authorized use of the Confidential Information, or upon written request of either Party, each Receiving Party will return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof, and certify that such Confidential Information has been deleted and expunged.
- The Receiving Party acknowledges and agrees that the Confidential Information of the Disclosing Party is owned by and shall remain the sole and exclusive property of the Disclosing Party. Each Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
- Each Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.
- The Parties agree that during the course of communications pursuant to this Agreement, the Parties will not make any unauthorized use or disclosure of any confidential or proprietary information or trade secrets of any other person or entity to whom they owe an obligation of confidentiality with respect to such information, including but not limited to, any current or former employer.
- Except as may be otherwise agreed by both Parties in writing, no warranties of any kind, whether express or implied, are given by the Disclosing Party with respect to any Confidential Information or any use thereof, and the Confidential Information is provided on an “AS IS” basis. DISCLOSING PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
- Each Party’s obligations under this Agreement will survive termination of the discussions or dealings between the Parties related to the Permitted Use and will be binding upon such Party’s heirs, successors, and assigns.
- This Agreement will be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. Any disputes under this Agreement may only be brought in the state courts and the Federal courts located in San Francisco, California, and the Parties hereby consent to the exclusive personal jurisdiction and venue of these courts.
- Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
- If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
- Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.
- The waiver by either Party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
- This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions relating to the subject matter of this Agreement. This Agreement is entered into without any reliance on any promise or representation, written or oral, other than those expressly contained herein, and may not be modified or amended in any way except by a writing signed by duly authorized officers of the Parties hereto. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic image signatures shall be equivalent to original signatures.
In Witness Whereof, the Parties have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date.
Pantheon Systems, Inc. (Pantheon) Signature: Name: Title: Date: Address: 717 California Street San Francisco, CA 94108 | Company: Signature: Name: Title: Date: Address: |
Terms of Use (for access to free services)
Version 1.1
Effective September 12th 2025
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TERMS OF USE
Last Updated and Posted: September 12, 2025
These Terms of Use (this “Agreement”) contain the terms and conditions that govern your access to and use of this website and our Service Offerings (as defined below) and is an agreement between Pantheon Systems, Inc. (“Pantheon,” “we,” “us,” or “our”) and you (“you” or “Subscriber”). This Agreement takes effect when you click an “I Accept” button or checkbox presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you (a) have read, understand, and agree to be bound by this Agreement and (b) are lawfully able to enter into contracts (e.g., you are not a minor). If you are using the Service Offerings on behalf of an entity, you are agreeing to this Agreement for that entity and representing to Pantheon that you have the authority to bind that entity to this Agreement (in which case “you” and “Subscriber” will refer to that entity), unless that entity has a separate contract in effect with us, in which event the terms of that contract will govern use by the entity. If you do not agree to be bound by this Agreement, you may not access or use this website or the Service Offerings.
Your use of, and participation in, certain services offered by Pantheon may be subject to additional terms (“Supplemental Terms”), and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such service. This Agreement and any applicable Supplement Terms are referred to collectively as the “Agreement.”
This Agreement limits the remedies that may be available to you in the event of a dispute.
Please note that this Agreement is subject to change by Pantheon in its sole discretion at any time. When changes are made, Pantheon will make a new copy of this Agreement available at its website. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have created an account with us, we will also either send an e-mail to you at the last e-mail address you provided pursuant to this Agreement or post the updated Agreement on the UI (defined below) or our website. Any changes to the Agreement will be effective immediately for new users of the website and/or Service Offerings and will be effective thirty (30) days after posting notice of such changes on the website for existing Subscribers, provided that any material changes will be effective for Subscribers who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the website or thirty (30) days after dispatch of an e-mail notice of such changes to such Subscribers. If you do not agree to any change(s) after receiving notice of such change(s), you must stop using the website and the Service Offerings. Otherwise, your continued use of the website and/or the Service Offerings constitutes your acceptance of such change(s).
Capitalized terms used in this Agreement will have the meaning set forth in Section 17 or as otherwise defined within the Agreement.
1. USE OF SERVICE OFFERINGS
1.1 Service Offerings. Pantheon provides free website hosting, content publishing and management services and other web-based services as well as associated software tools and support services (collectively, “Service Offerings”) to organizations (“Subscribers”). This Agreement sets forth the terms pursuant to which Subscribers may access and use Pantheon’s free Service Offerings. Subject to the terms and conditions of this Agreement, Pantheon will provide the Service Offerings that you select, solely for your own use, and not for the use or benefit of any third party.
1.2 Access to Service Offerings. Pantheon will use reasonable efforts to ensure that the Service Offerings are available twenty-four hours a day, seven days a week. However, there will be occasions when the Service Offerings will be interrupted for maintenance, upgrades and repairs or due to failure of telecommunications links and equipment. Pantheon will take reasonable steps to minimize such disruption where it is within Pantheon’s reasonable control. You agree that Pantheon will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Service Offerings. You are responsible for obtaining, maintaining and ensuring compatibility of any equipment or ancillary services needed to access or use the Service Offerings, including without limitation, hardware, software, routers, wireless, networking devices, firewalls, modems, broadband service, and long distance or local telephone service. Pantheon may change, suspend or discontinue the Service Offerings at any time, including the availability of any feature or capability. Pantheon may also impose limits on certain features and services or restrict your access to parts or all of the Service Offerings without notice or liability. Pantheon retains the right to create limits on use and storage in its sole discretion at any time with or without notice.
1.3 Subscriber Registration. Subscriber will be required to register with Pantheon and select a password and Pantheon URL by providing Pantheon with accurate, complete, and updated registration information, including Subscriber’s e-mail address. Failure to do so will constitute a material breach of this Agreement. Subscriber may not use as a Pantheon URL a name that is subject to any third-party rights without appropriate authorization. Pantheon reserves the right to refuse registration of, or cancel, a Pantheon URL in its discretion. Subscriber is solely responsible for any use of or action taken under Subscriber’s password and accepts full responsibility for all activity conducted through Subscriber’s account and hereby releases Pantheon from any and all liability concerning such activity. Subscriber will notify Pantheon immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password.
1.4 Restrictions. Except as expressly authorized pursuant to this Agreement, Subscriber may not and may not permit others to: (a) sell, rent, lease, license, sublicense, or assign the Service Offerings, or any part thereof to others without Pantheon’s prior written permission; (b) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas; (c) transfer the Service Offering, in whole or in part, or any copy thereof to another party, unless you receive written permission from an authorized agent of Pantheon; (d) reverse engineer, decompile, disassemble, or otherwise derive the source code from the Service Offerings, or any part thereof, without Pantheon’s prior written permission; (e) copy, modify or prepare derivative works of the Service Offerings, or any part thereof; (f) violate any aspect of Pantheon’s AUP; or (g) use the Service Offerings to process or store any Restricted Data.
Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Service Offerings, or any part thereof. All licenses and other rights, if any, granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the term of this Agreement, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Pantheon or Pantheon’s customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you or any other authorized users have used on your behalf. Subscriber will abide by all copyright notices, information, and restrictions contained in the Service Offerings. The parties acknowledge that any actual or threatened breach of this Section 1.4 (Restrictions) will constitute immediate, irreparable harm to Pantheon for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Section 1.4, Pantheon will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
1.5 Compliance. Subscriber will comply with the laws of all countries where it operates. Subscriber is solely responsible for the subject matter and nature of the Subscriber Content. Subscriber will be responsible for ensuring that its use of the Service Offerings, and that any processing of Subscriber Content by Pantheon or Subscriber via the Service Offerings, will not violate any applicable laws or regulations. Subscriber will provide all notices to, and obtain and maintain any consents from, any individual data subject as required by any applicable law or regulation in connection with the processing of any personally identifiable information and/or personal data of such individual data subjects via the Service Offerings by Pantheon and/or Subscriber. Subscriber will not process or submit to the Service Offerings any Subscriber Content that includes any personally identifiable information and/or personal data of any individual data subject consisting of: (i) “personal health information,” as defined under the United States’ Health Insurance Portability and Accountability Act; (ii) government-issued identification numbers, including Social Security numbers, driver’s license numbers and other state-issued identification numbers; (iii) financial account information, including bank account numbers, and primary account numbers; (iv) payment card data, including credit card or debit card numbers; or (v) “sensitive personal data” or “special categories of personal data,” consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation.
Pantheon reserves the right to remove any Subscriber Content, suspend or terminate Subscriber’s right to use the Service Offerings at any time, or pursue any other remedy or relief available to Pantheon under equity or law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Subscriber Content or if Pantheon is concerned that Subscriber may have breached the immediately preceding sentence), or for no reason at all.
1.6 Subscriber Content. While Pantheon will make reasonable efforts to store and preserve Subscriber Content that is uploaded or transferred to the Service Offerings, Pantheon will not be responsible or liable in any way for the failure to store, properly process or provide access to Subscriber Content or other materials you upload or transfer to the Service Offerings. You are responsible for maintaining backup copies of all Subscriber Content that is transferred to the Service Offerings.
2. SUPPORT
2.1 Support Description. Pantheon’s description of available support services (“Support”) is located at https://pantheon.io/docs/getting-support. Pantheon will provide Support to you at the support level that Pantheon determines, from time to time, is appropriate for its free Service Offerings. Pantheon may change the Support offered for its free Service Offering at any time and for any reason without prior notice to you.
3. SUBSCRIBER PERSONAL DATA
3.1 Nature of Personal Data Processing Activity. Pantheon hosts Subscriber Content as part of the Service Offerings, which may include information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular identified or identifiable natural person (“Personal Data”). The Parties acknowledge and agree that, as the Service Offerings are free, Subscriber will not use the Service Offerings to collect, store or process any Personal Data. If Pantheon receives Subscriber Personal Data in connection with Subscriber’s registration for a Service Offering, Pantheon will process such Personal Data in accordance with Pantheon’s Privacy Policy which is available at legal.pantheon.io. Subscriber will defend, indemnify and hold Pantheon harmless from all claims, losses, liabilities, damages and expenses arising from a third party claim based on Subscriber’s collection, storage or processing of Personal Data in connection with the Service Offerings.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Intellectual Property Rights Ownership. As between you and us, Pantheon owns and reserves all right, title, and interest in and to the Service Offerings, including all Feedback.Except as expressly set forth in this Agreement, no express or implied license or right of any kind is granted to Subscriber regarding the Service Offerings including any right to obtain possession of any source code, data or other technical material relating to the Service Offerings. All rights not expressly granted to Subscriber are reserved to Pantheon.
4.2 License. Subject to this Agreement, Pantheon grants Subscriber during the Term a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license, in object code form only to access and use the Service Offerings in accordance with this Agreement. The Service Offerings may contain open source software components which are licensed under the terms of the applicable open source software licenses and not this Agreement.
4.3 Retention of Rights in Downloaded Materials. Subject to this Agreement and any license restrictions included in such download, Subscriber may download or copy the UI, and other items displayed on the UI for download, for personal use only, provided that Subscriber maintains all copyright and other notices contained in such UI. In the event you download Software Tools from the UI, the Software Tools and the UI, including any files, images incorporated in or generated by the Software Tools and the UI, and the data accompanying the Software Tools and the UI is licensed to you by Pantheon or third-party licensors for your personal, noncommercial use, and no title to the Software Tools or the UI shall be transferred to you.
4.2 License. Subject to this Agreement, Pantheon grants Subscriber during the Term a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license, in object code form only to access and use the Service Offerings in accordance with this Agreement. The Service Offerings may contain open source software components which are licensed under the terms of the applicable open source software licenses and not this Agreement.
4.3 Retention of Rights in Downloaded Materials. Subject to this Agreement and any license restrictions included in such download, Subscriber may download or copy the UI, and other items displayed on the UI for download, for personal use only, provided that Subscriber maintains all copyright and other notices contained in such UI. In the event you download Software Tools from the UI, the Software Tools and the UI, including any files, images incorporated in or generated by the Software Tools and the UI, and the data accompanying the Software Tools and the UI is licensed to you by Pantheon or third-party licensors for your personal, noncommercial use, and no title to the Software Tools or the UI shall be transferred to you.
4.4 Subscriber Content License; Use of AI Technologies. For purposes of Pantheon providing the Service Offerings, Subscriber grants Pantheon during the Term a non-exclusive, worldwide, fully paid, royalty-free, sublicensable, non-transferable right and license to use, copy, cache, publish, display, distribute, modify, create derivative works and store Subscriber Content solely to the extent necessary to provide the Service Offerings. Subscriber authorizes Pantheon to process Subscriber Content through large language models and other artificial intelligence technologies (collectively, “AI Technologies”) to enable enhanced search capabilities, automated categorization and metadata tagging, content creation, modification and summarization as well as other capabilities related to the Service Offerings. Pantheon will not process, nor permit its subcontractors to process, Subscriber Content through AI Technologies for the purposes of training or improving such technologies.
5. SUBSCRIBER RESPONSIBILITIES
5.1 Security and Backup. You are solely responsible for the development, content, operation, maintenance, and use of Subscriber Content. For example, you are solely responsible for: (a) the technical operation of Subscriber Content, including ensuring that calls you make to any Service Offering are compatible with then-current APIs for that Service Offering; (b) compliance of Subscriber Content with this Agreement, other policies, and the law; (c) any claims relating to Subscriber Content; and (d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Subscriber Content violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act. You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and backup of Subscriber Content, which may include the use of encryption technology to protect Subscriber Content from unauthorized access and routine archiving Subscriber Content. Log-in credentials and private keys generated by the Service Offerings are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your personnel performing work on your behalf; provided that you are liable for any violation of this Agreement by such personnel.
6. WARRANTY DISCLAIMER
6.1 Disclaimer of Warranties. THE SERVICE OFFERINGS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. Pantheon makes no representations or warranties of any kind with respect to the Service Offerings, including any representation or warranty that the use of them will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, or (d) be free of viruses or other harmful components.
7. INDEMNIFICATION
7.1 Subscriber Indemnification. You will defend, indemnify, and hold us harmless, including our employees, officers, directors, representatives, our licensors and service providers, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any Authorized Users’ use of the Service Offerings (including any activities under your account and use by your employees, agents, subcontractors and customers); (b) Subscriber Content or the combination of Subscriber Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by your Subscriber Content or by the use, development, design, production, advertising or marketing of Subscriber Content; or (c) violation of Pantheon’s AUP.
7.2 Process. We will promptly notify you of any claim subject to Section 8.1, but our failure to promptly notify you will only affect your obligations under this Section 7 to the extent that our failure prejudices your ability to defend the claim. We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this section as we incur them.
8. LIMITATIONS OF LIABILITY
8.1 DISCLAIMER OF PANTHEON LIABILITY. PANTHEON WILL NOT IN ANY EVENT BE LIABLE TO YOU UNDER THIS AGREEMENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR YOUR LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PANTHEON WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICE OFFERINGS, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE LAW, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE OFFERINGS FOR ANY REASON.
9. TERMINATION
9.1 Term. The term of this Agreement commences on the Effective Date and remains in full force and effect while you use any Service Offerings, unless terminated earlier in accordance with this Agreement (the “Term”).
9.2 Right to Terminate. Pantheon may terminate a Service Offering at any time and with immediate effect by notifying Subscriber in accordance with the notice terms of this Agreement. Likewise, Subscriber may terminate its use of a Service Offering at any time by notifying Pantheon in accordance with the notice terms of this Agreement.
9.3 Obligations after Termination. Sections 1.4 (Restrictions), 4.1 (Intellectual Property Rights), 6 (Warranty Disclaimer), 7 (Indemnification), 8 (Limitations of Liability),9.3 (Obligations after Termination), 10 (Confidentiality), and 13 (Legal Disputes) will survive termination of this Agreement. Termination of your access to and use of the Service Offerings will not relieve you of any obligations arising prior to such termination or limit any liability which you otherwise may have to Pantheon, including without limitation any indemnification obligations.
10. CONFIDENTIALITY
10.1 Subscriber Confidentiality Obligations. Subscriber recognizes that it will receive Pantheon Confidential Information in connection with its use of, and access to, the Service Offerings. Subscriber will use Pantheon Confidential Information solely in connection with its use of the Service Offerings and not for any other purpose. Subscriber will not disclose Pantheon Confidential Information to any third party except that it may disclose such Confidential Information to its employees and agents who need to know such information in order to exercise Subscriber’s rights and perform Subscriber’s obligations under this Agreement and provided such personnel are bound by confidentiality obligations similar to those stated in this Agreement. In the event that Subscriber is required to disclose Confidential Information pursuant to any applicable statute, regulation or court order, Subscriber may do so provided that it uses commercially reasonable efforts to notify Pantheon of the required disclosure. Subscriber will maintain physical, electronic and procedural safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of, Pantheon Confidential Information.
11. MISCELLANEOUS
11.1 Complete Agreement. This Agreement, including the AUP, as modified from time to time, constitute the entire agreement between you and Pantheon with respect to the Service Offerings and replaces and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding the Service Offerings.
11.2 Export Control. Subscriber acknowledges that the Service Offerings are subject to export restrictions by the U.S. government and import restrictions by certain foreign governments. Subscriber may not export or re-export the Service Offerings except in compliance with the U.S. Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable.
11.3 Enforceability of Agreement. Subscriber certifies to Pantheon that, if Subscriber is an individual (i.e., not a corporate entity), Subscriber is at least 13 years of age. No one under the age of 13 may provide any personal information to Pantheon (including, for example, a name, address, telephone number or e-mail address).
11.4 Waiver. No provision of this Agreement will be waived by any act or failure to act by Pantheon, unless such waiver is in a written instrument signed by a duly authorized officer of Pantheon.
11.5 Assignment and Transferability of Agreement. This Agreement is not assignable, transferable or sub-licensable by Subscriber except with Pantheon’s prior written consent. Pantheon may assign this Agreement in whole or in part at any time without Subscriber’s consent.
11.6 Notice. Any notice to Pantheon that is required by this Agreement will be in writing and will be deemed effective upon receipt, when sent by confirmed e-mail to legal@pantheon.io with a hard copy to Customer Support, Pantheon Systems, Inc., 717 California Street, Third Floor, San Francisco, CA, 94108. Any notice to you will be in writing and will be deemed effective when sent by e-mail to the e-mail address you have designated for communications when you registered for the Service Offerings.
11.3 Enforceability of Agreement. Subscriber certifies to Pantheon that, if Subscriber is an individual (i.e., not a corporate entity), Subscriber is at least 13 years of age. No one under the age of 13 may provide any personal information to Pantheon (including, for example, a name, address, telephone number or e-mail address).
11.4 Waiver. No provision of this Agreement will be waived by any act or failure to act by Pantheon, unless such waiver is in a written instrument signed by a duly authorized officer of Pantheon.
11.5 Assignment and Transferability of Agreement. This Agreement is not assignable, transferable or sub-licensable by Subscriber except with Pantheon’s prior written consent. Pantheon may assign this Agreement in whole or in part at any time without Subscriber’s consent.
11.6 Notice. Any notice to Pantheon that is required by this Agreement will be in writing and will be deemed effective upon receipt, when sent by confirmed e-mail to legal@pantheon.io with a hard copy to Customer Support, Pantheon Systems, Inc., 717 California Street, Third Floor, San Francisco, CA, 94108. Any notice to you will be in writing and will be deemed effective when sent by e-mail to the e-mail address you have designated for communications when you registered for the Service Offerings.
11.7 Governing Law. You agree the laws of the State of California, without regard to its principles of conflict of laws, will exclusively govern this Agreement and its interpretation. You also agree that any legal action, suit or proceeding will be resolved exclusively in the state or federal courts located in San Francisco, California.
12. DEFINITIONS
“AUP” means the Pantheon Acceptable Use Policy as set out at https://legal.pantheon.io.
“Authorized User” means any individual or entity that (a) accesses or uses your Subscriber Content or (b) otherwise accesses or uses the Service Offerings under your account.
“Confidential Information” means any and all non-public information or other information, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, disclosed by Pantheon to you which may include without limitation: (a) patent and patent applications, (b) trade secrets and product roadmap or discussions regarding features and enhancements and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of Pantheon or its business partners including their technology, business plans and promotions and (d) information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
“Feedback” means ideas, suggestions, and/or documents provided by Subscriber to Pantheon about the Service Offerings.
“Service Offerings” means the Subscription Plan, Software Tools, or Support offered to Subscriber. Service Offerings do not include Third Party Content or Subscriber Content.
“Software Tools” means, as applicable to the offered Subscription Plan, a platform provided by Pantheon (i) for the development, maintenance, and oversight of one or multiple websites (including, without limitation, development environment, workflow integration tools, web operations UI, command line tools, site access controls and search) and/or (ii) to manage the conversion of Subscriber Content from a document editing system (e.g., Google Workspace or Microsoft 365) to a content management system (e.g., WordPress, Drupal or Next.js), including, without limitation, API(s), API installation tools, command line tools and content management UI. Software Tools do not include Third Party Content or Subscriber Content.
“Subscriber Content” means content that Subscriber or any Authorized User (a) causes to interface with the Service Offerings or (b) uploads, transfers or contributes for use, processing and/or storage through the Service Offerings. For the purposes of this definition, “Subscriber Content” means, without limitation, software, object code, source code, audio, video, animations, text, graphics, logos, tools, photographs, images, illustrations, Subscriber programming code and API(s), dashboard(s), administration tools, and graphical interface(s).
“Subscription Plan” means, as specified in the applicable registration form, an unpaid website hosting plan or content publishing plan.
“Third Party Content” means content made available to you by any third party on the UI or in conjunction with the Service Offerings. For the purposes of this definition, “Third Party Content” means, without limitation, software or source code, audio, video, animations, text, graphics, logos, tools, photographs, images, illustrations, Third Party programming code and API(s), dashboard(s), administration tools, and graphical interface(s).
“UI” or “User Interface” means all Pantheon-created content, including but not limited to software or source code, audio, video, animations, text, graphics, logos, tools, photographs, images, animations, illustrations, the Pantheon programming code and APIs, dashboard(s), administration tools, and graphical interface(s), all as created and/or used by or on behalf of Pantheon in connection with its provision of the Service Offerings. UI does not include Third Party Content or Subscriber Content.
Client Data Processing Addendum
Version 1.1
Business Associate Agreement
Version 16.0
Effective June 12th 2025
DownloadTable of Contents
Business Associate Agreement
This Business Associate Agreement (“Agreement”) is effective as of the Effective Date specified below by and between Pantheon Systems, Inc. (“Company”) and ________________________________________ on behalf of itself and its subsidiaries and affiliates (“Customer”) for which Company provides services pursuant to one or more service agreements entered into between the parties (collectively the “Services Agreement”).
The services provided pursuant to the Services Agreement do not involve the management, creation, modification or storage of Protected Health Information (as defined below) by Company, which is expressly prohibited by the Services Agreement. However, to the extent Company may unknowingly perform or assist in performing a function or activity on behalf of Customer that involves the access to and/or use of Protected Health Information (as defined below), Covered Entity and Company mutually agree to the terms of this Agreement in order to comply with the HIPAA Rules, as defined below.
This Agreement is effective as of ___________________________ or the effective date of the Services Agreement if earlier (the “Effective Date”).
1. Definitions
(a) "Breach" shall have the same meaning as the term "Breach" in 45 CFR 164.402.
(b) "HIPAA Rules" shall collectively mean the Health Insurance Portability and Accountability Act of 1996, as amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5) (the “HITECH Act”) and the federal regulations published at 45 CFR parts 160 and 164.
(c) “Privacy Rule” means the privacy regulations at 45 CFR Part 160 and 45 CFR Part 164, Subparts A and E, as they exist now or as they may be amended.
(d) "Security Rule" means the security regulations at 45 CFR Part 160 and 45 CFR Part 164, Subparts A and E, as they exist now or as they may be amended.
(e) "Individual" shall have the same meaning as the term "Individual" in 45 CFR Part 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).
(f) "Protected Health Information" or "PHI" shall have the same meaning as such term as defined in 45 CFR 160.103, but limited to information created, received, maintained or transmitted by Company on behalf of Customer.
All capitalized terms used in this Agreement and not defined elsewhere herein or in the Services Agreement shall have the same meaning as those terms as used or defined in the HIPAA Rules.
2. Obligations of Company with respect to Use and Disclosure of Protected Health Information
(a) Applicability. The parties acknowledge and agree that Company's services contemplates by the Services Agreement do not involve the management, creation, modification or storage of Protected Health Information and Company does not need access to Protected Health Information to perform its obligations under the Services Agreement. Any exposure to Protected Health Information is incidental to Company's provision of services and at Customer's sole discretion.
(b) Compliance. Company agrees to satisfy and comply with the applicable requirements of the HIPAA Rules concerning the confidentiality, privacy, and security of Protected Health Information that apply to business associates. To the extent the Company is to carry out a covered entity's obligation under 45 CFR Part 164 Subpart E, which is not contemplated under the Services Agreement, it shall comply with the requirements of that Subpart that apply to Company's provision of the services contemplated under the Services Agreement.
(c) Uses and Disclosures of PHI. Company shall not use or disclose Protected Health Information except as permitted or required by Section 4 of this Agreement or as Required by Law. Company may use and disclose Protected Health Information only if such use or disclosure is in compliance with the applicable requirement of 45 CFR 164.504(e).
(d) Mitigation. Company agrees to mitigate: (i) any harmful effect resulting from a Security Incident involving PHI or any use or disclosure of PHI in violation of the requirements of this Agreement or the HIPAA Rules and (ii) any material risks identified or discovered as a result of a Security Incident that does not result in the unauthorized use, access, disclosure, modification or destruction of electronic Protected Health Information. Notwithstanding the foregoing, to the extent Company is unaware of any use of the Services for processing of PHI, Company may not be in a position to implement specific electronic mechanisms to corroborate that PHI has not been altered, modified or destroyed in an unauthorized manner.
(e) Subcontractors. Company will require any Subcontractor to whom it provides Protected Health Information agrees in writing to terms and conditions that are similar to those that apply to Company with respect to such information under this Agreement.
(f) Minimum Necessary. Company agrees that it shall request from Customer, use itself, and disclose to its affiliates, subsidiaries, agents and Subcontractors or other third parties only the minimum necessary Protected Health Information to perform or fulfill a specific function required or permitted hereunder.
(g) Incident Reporting. Company agreed to report any use or disclosure of Protected Health Information not permitted by this Agreement and any Breach or Security Incident to Customer within a commercially reasonable period, but in no event later than within thirty (30) business days, after it is discovered (within the meaning of 45 CFR 164.410(a)(2)). Such report shall be made by email to ________________________ and Company shall provide the information required by 45 CFR 164.410(c). If such information is not available to Company at the time the report to be reported to Customer, Company shall provide such information to Customer as it becomes available. Notice is hereby deemed provided, and no further notice will be provided, for any Security Incident that does not result in the unauthorized use, access or disclosure of electronic Protected Health Information, such as pings and other broadcast attacks on a firewall, denial of service attacks, port scans, unsuccessful login attempts, or interception of electronic PHI/ encrypted PHI where the key is not compromised, or any combination of the above.
(h) Access Requests. This section shall only apply if Company maintains Customer's PHI in a Designated Record Set, which is not contemplated under the Services Agreement. Within fifteen (15) business days of receipt of a request from Customer, Company shall provide to Customer the Protected Health Information relating to that individual held by Company or its agents or Subcontractors in a Designated Record Set in accordance with 45 CFR 164.524. In the event any Individual requests access to his or her Protected Health Information directly from Company, Company shall, within fifteen (15) business days of receipt of such request, forward the request to Customer unless the Privacy Rule requires Company to receive and respond to such requests directly, in which case Company shall respond directly as required by and in accordance with 45 CFR 164.524, and shall send a copy of such response to Customer.
(i) Amendment Requests. This section shall only apply if Company maintains Customer's PHI in a Designated Record, which is not contemplated by the Services Agreement. Within fifteen (15) business days of receipt of a request from Customer, Company agrees to make any requested amendment(s) to Protected Health Information held in a Designated Record Set by it, or any of its agents or Subcontractors in conjunction with any other measures necessary to satisfy the requirements set forth in 45 CFR § 164.526. In the event an individual requests an amendment to his or her Protected Health Information directly from Company, Company shall within five (5) business days of receipt thereof, forward such request to Customer.
(j) Accountings of Disclosure. Subject to consistency with the nature of the services provided by Company under the Services Agreement, within fifteen (15) business days after a request from Customer, Company, its agents or Subcontractors shall prepare a list of any disclosure of Protected Health Information by Company for which an accounting may be required under 45 CFR 164.528, provided in writing via email to ________________________________________. In the event any Individual requests an accounting of disclosures under 45 CFR 164.528(a) directly from Company, Company shall, within fifteen (15) business days of receipt of such request, forward the request to Customer unless the Privacy Rule requires that Company to receive and respond to such requests directly, in which case Company shall respond directly as required by and in accordance with 45 CFR 164.528, and shall send a copy of such response to Customer unless prohibited by law.
(k) Other requests regarding PHI. Within fifteen (15) business days of receipt of a request from Customer, Company agrees to comply with any request for confidential communication of, or restriction on the use of disclosure of, Protected Health Information held by it or any agent or Subcontractor as requested by Customer and in accordance with 45 CFR 164.522.
(l) Books and Records. Company agrees to make its internal practices, books, and records relating to the use and disclosure of Protected Health Information available to the Secretary of Health and Human Services or her/his designees or other government authorities in a time and manner designated by such governmental authorities, for purposes of determining compliance with the HIPAA Rules.
(m) Documentation. Company shall maintain documentation of its obligations hereunder to the extent and for the period required by the applicable requirements of the HIPAA Rules.
3. Security of Protected Health Information
(a) Company agrees to implement appropriate administrative, physical, and technical safeguards required by the HIPAA Rules.
(b) Company will perform periodic reviews of its security safeguards to ensure they are appropriate and operating as intended.
4. Permitted Uses and Disclosures of Protected Health Information
(a) Company agrees not to use, store, or disclose Protected Health Information other than as permitted or required by this Agreement or as Required by Law. Subject to the limitations set forth in this Agreement, Company may use and disclose Protected Health Information as necessary in order to provide its services as described in the Services Agreement.
(b) Subject to the limitations set forth in this Agreement, Company may use Protected Health Information if necessary for its proper management and administration or to carry out its legal responsibilities. In addition, Company may disclose Protected Health Information as necessary for its proper management and administration or to carry out its legal responsibilities provided that:
(i) Any such disclosure is Required by Law; or
(ii) (1) Company obtains reasonable assurances, in the form of a written agreement, from the person to whom the Protected Health Information is disclosed that it will be held confidentially and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person; and (2) the person agrees to promptly notify Company (which shall notify Customer in accordance with Section 2 above) of any instances of which it is aware in which the confidentiality of the Protected Health Information has been breached.
5. Customer Obligations
(a) Limitations. Customer shall notify Company of any limitation(s) in the notice of privacy practices of Customer under 45 CFR 164.520, to the extent that such limitation may affect Company's use or disclosure of Protected Health Information.
(b) Changes. Customer shall notify Company of any changes in, or revocation of, the permission by an Individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Company’s use or disclosure of Protected Health Information.
(c) Restrictions on Use or Disclosure. Customer shall notify Company of any restriction on the use or disclosure of Protected Health Information that Customer has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information.
(d) Requests to Company. Customer shall not request Company to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Customer, except to the extent that Company will use or disclose Protected Health Information for the management and administration and legal responsibilities of the Company.
(e) Minimum Necessary. Customer shall disclose to Company only the minimum amount of Protected Health Information necessary to allow Company to fulfill its obligations to Customer under the Services Agreement. It is not contemplated that disclosure of PHI will be necessary for Company to fulfill its obligations under the Services Agreement, and Customer agrees that any PHI that is provided will be encrypted and that it will not provide the encryption key to Company.
6. Term and Termination.
(a) The term of this Agreement shall continue for so long as the Services Agreement remains in effect, except that Section 6(c) shall survive after the termination of the Services Agreement for as long as Company retains any Protected Health Information.
(b) Upon Customer’s determination that Company has violated or breached a material term of this Agreement, Customer shall provide an opportunity for Company to cure the breach or end the violation, and terminate this Agreement and the Services Agreement if Company does not cure the breach or end the violation within a reasonable period.
(c) Effect of Termination.
(i) Except as provided in paragraph (b) of this subsection infra, upon termination of this Agreement for any reason, Company shall, at the election of Customer, return to Customer or destroy all Protected Health Information in its possession or that of its Subcontractors or agents. Company and its agents and Subcontractors shall retain no copies of the Protected Health Information.
(ii) In the event that returning or destroying the Protected Health Information is infeasible, Company shall provide to Customer written notification within ten (10) business days after termination of the Services Agreement of the conditions that make return or destruction infeasible. Upon agreement by Customer that return or destruction of the Protected Health Information is infeasible, Company shall extend the protections of this Agreement to such Protected Health Information, and limit further uses and disclosures of it to those purposes that make the return or destruction infeasible, for so long as Company or its agents or Subcontractors hold such Protected Health Information.
7. Miscellaneous
(a) Amendment. Company agrees to take such action as necessary to amend this Agreement from time to time to comply with the requirements of any HIPAA Rules. If Company disagrees with any such amendment proposed by Customer, it shall so notify Customer in writing no later than fifteen (15) business days after receipt of Customer’s notice of the amendment. If the parties are unable to agree on an amendment, Customer may, at its option, terminate the Services Agreement.
(b) A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended, and as of its effective date.
(c) Any ambiguity in this Agreement shall be resolved to permit compliance with the HIPAA Rules.
(d) Except with respect to the general prohibition on using the Services to process or store PHI, which shall prevail in any conflict, the terms and conditions of this Agreement shall override and control any conflicting term or condition of the Services Agreement. All non-conflicting terms and conditions of the Services Agreement remain in full force and effect.
(e) Relationship of Parties. It is expressly agreed that Company, its divisions, and its affiliates, including its employees and Subcontractors, are performing the services under this Agreement as independent contractors for Customer. Neither Company nor of its affiliates, officers, directors, employees or Subcontractors is an employee or agent of Customer. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the parties or any of their affiliates, or (ii) an agency relationship.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or agents as of the Effective Date.
| Company Pantheon Systems, Inc. | Customer _______________________________, on behalf of itself and its affiliates |
Signature: | Signature: |
| Typed Name: Kha Nguyen | Typed Name: _________________________________ |
| Title: Senior Vice President, General Counsel | Title: _________________________________ |
| Date: | Date: |
Reseller Terms of Service
Version 9.0
Effective June 3rd 2020
DownloadTable of Contents
Supplemental Terms for Authorized Resellers
ONLY APPLICABLE TO RESELLERS
These Supplemental Terms (“Supplemental Terms”) are for the resale of subscription plans by a Subscriber under a separately entered services agreement (“Agreement”) entered between Pantheon Systems, Inc. (“Pantheon,” “we,” “us,” or “our”) and a Subscriber who for purposes of these Supplemental Terms shall be an authorized reseller (“Subscriber” or “you”). These Supplemental Terms take effect on the earlier of: the last date a party signs, when you click an “Accept” button or by your use of any of the Services (the “Effective Date”). All capitalized terms are as defined in the Agreement except as set out herein.
1.AGENCIES
Certain Subscribers may either only build websites for third parties or build websites for third parties in addition to their own websites. Such Subscribers are defined as “Agencies” hereunder. Only entities that are direct signatories to this Agreement with Pantheon may be Agencies. Agencies that purchase Subscription Plans for the websites they develop may resell the Subscription Plans provided by Pantheon to their third party customers who agree to be bound by certain obligations Subscriber owes to Pantheon (each, a “Client”). From time to time, Pantheon may opt to exclude certain offerings from those that may be resold.
2. RESALE CONDITIONS
2.1 Authorized resale. Agencies may resell Subscription Plans to Clients that will be operating their own websites, provided that the following conditions are met: (a) Subscriber pays Pantheon its then current fee for each such Subscription Plan and any renewal thereof; (b) Agency obtains the Client’s agreement to be bound by the obligations imposed on Subscriber under the Agreement (the “Pass Through Terms”) and (c) Pantheon is made a third party beneficiary of the Pass Through Terms. Pricing, billing, support, and all other terms and conditions are solely between you and your Client. Your agreement with your Client will include language that specifically exempts third parties, including Pantheon, from any liability (the “Agency Reseller Agreement”). You shall promptly notify Pantheon of any violations of this Agreement or the Agency Reseller Agreement by any Clients.
2.2 Your Failure to Pay for Clients. Pantheon reserves the right to terminate the Subscription Plans, or any renewal thereof, provided by Pantheon to you or that you resold to a Client, if you fail to pay the applicable fees for such Subscription Plan within ten (10) days after such payment becomes due hereunder.
2.3 Client Violations. You are responsible for your Clients’ use of the Services and Subscription Plan. You shall ensure that all Clients comply with the obligations set out in the Agreement. If you become aware of any violation by a Client of the Agreement or these Supplemental Terms, you will immediately indemnify Pantheon as set out below, require Client to comply, and if necessary, terminate such Client’s access to the Subscription Plan.
2.4 No Warranties. You may not make any representation or warranty regarding the functionality or performance of the Services that exceed the terms set forth in the Agreement, and you shall indemnify and hold Pantheon harmless pursuant to the terms of Section 8 for any claims or lawsuits resulting from such action.
2.5 Access to Usernames and Passwords. You shall not disclose user names or passwords to unauthorized users.
2.6 Audit. You will maintain accurate records relating to resales of the Subscription Plans under these Supplemental Terms and for three (3) years after the expiration or termination of the last Subscription Plan hereunder. Pantheon or its agent(s) shall be entitled to audit such records during normal business hours and on reasonable prior notice, in order to verify Subscribers’ compliance with the terms of this Section 2.
2.7 Marks. Pantheon hereby grants to you a limited, non-transferable, royalty-free license to use its trademarks and logos (“Marks”) solely in connection with the fulfillment of your resale rights under these Supplemental Terms, and at all times subject to Pantheon’s specifications as set forth at https://pantheon.io/pantheon-trademark-standards-use and the Agreement. You acknowledge and agree that Pantheon holds all right, title and ownership in and to the Pantheon Marks and the goodwill pertaining thereto.
2.8 Indemnification. You will defend, indemnify, and hold us harmless, including our employees, officers, directors, representatives, our licensors and service providers, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim in connection with these Supplemental Terms.
Service Level Agreement
Version 4.0
Software Evaluation Licensing Terms
Version 15.1
Effective September 12th 2025
DownloadTable of Contents
Software Evaluation Licensing Terms
This Software Evaluation Licensing Terms (the “SELT”) is entered on the Effective Date pursuant to the terms of the WebOps Services Agreement found in https://pantheon.io/legal (collectively, the SELT and the WebOps Services Agreement being the “Agreement”) and shall govern any access to or use of certain services as set out in the Order Form (the “Evaluation Materials”) between Pantheon Systems, Inc. (“Pantheon,” “we,” “us,” or “our”) and you the individual or entity (“Subscriber” or “you”), each a “Party” and together the “Parties.” This SELT takes effect on the earlier of the last date a party signs this SELT, or by your use of any of the Services (the “Effective Date”). Any capitalized terms not found herein shall have the same meanings as in the Agreement.
WHEREAS, Subscriber wishes to test and evaluate the Evaluation Materials for purposes of considering a subsequent subscription period upon general market availability by Pantheon in accordance with the terms and conditions of this SELT; and
WHEREAS, Pantheon is willing to grant to Subscriber the Evaluation License in accordance with the terms and conditions of this SELT.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Evaluation License and Use.
- License Grant. Subject to Subscriber's compliance with this SELT, Pantheon hereby grants Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable and in object code form only a license to use the Evaluation Materials that Pantheon may deliver or make available to Subscriber solely for the Permitted Use during the Evaluation Period.
- No Technical Support. Pantheon has no obligation under this SELT to provide Support relating to the Evaluation Software. Subscriber is solely responsible for taking appropriate measures to back up and manage Subscriber's systems and data.
- Subscriber Obligations. Upon reasonable request by Pantheon including in some cases participation in interviews with their employees or End Users, Subscriber shall make available information or resources regarding Subscriber’s use of the Evaluation Materials.
- Fees. Unless otherwise agreed by the Parties or specified in an Order Form, for the duration of the Evaluation Period, there is no additional charge for any licensed use by Subscriber of the Evaluation Materials pursuant to this SELT.
- Term and Termination.
- Term. This SELT commences as of the Effective Date and will continue in effect until the expiration of the Evaluation Period (the "Term").
- Termination. This SELT may be terminated:
- By Pantheon, without notice for Subscriber’s breach of this SELT;
- By Pantheon at any time without cause, and without incurring any obligation, liability, or penalty by reason of such termination with 10 days’ notice to the other Party; and
- By either Party in the event of a claim that any Evaluation Materials or use of such materials infringes the rights of a third party.
- Disabling Evaluation Materials. The Evaluation Materials may be suspended, replaced or superseded by Pantheon during the Evaluation Period.
- Limitations of Liability. IN NO EVENT WILL PANTHEON OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES OR ITS AFFILIATES, BE LIABLE, WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, UNDER OR IN CONNECTION WITH THIS SELT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE.
- Miscellaneous.
- Public Announcements. Subscriber shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Evaluation Materials or this SELT without the prior written consent of Pantheon. Pantheon may, at its discretion, include Subscriber's name and other indicia in promotional and marketing materials.
- Definitions.
- "Evaluation Materials" means the Evaluation Software and the associated Documentation, Software Tools and UI necessary to use the Evaluation Software not separately licensed to Subscriber by Pantheon, and any and all (a) copies, reproductions, modifications, enhancements, adaptations, translations, and other derivative works thereof, and (b) inventions, improvements, know-how, specifications, performance characteristics, designs, plans, methods, procedures, processes, techniques, software, technology, concepts, information, or materials whatsoever comprising, relating to, based on, or arising out of, the Evaluation Software, in whole or in part and however and by whomever originated, including, without limitation, by any technology or device or by Pantheon, Subscriber, an End User, or any other Person.
- "Evaluation Period" means the period that begins on the Effective Date and ends when Evaluation Material is made generally available to the public by Pantheon, or when earlier terminated by Pantheon at its reasonable discretion.
- "Evaluation Software" means Pantheon's evaluation version of the services as set out in the Order Form in object code form only.
- "Permitted Use" means solely for the testing, demonstration, trial, and other evaluative, but not any developmental or productive, use of the Evaluation Materials, including, but not limited to, the assessment of the Evaluation Software's compatibility with the Subscriber's systems, data and environment for the benefit of Subscriber.
This Agreement is duly entered through the authorized representatives below as of the Effective Date.
| Pantheon | Subscriber |
By: | By: |
Name: | Name: |
Title: | Title: |
Date: | Date: |