Terms of Service

These Terms of Service (the “Terms”) are entered into between Panthena, Copenhagen, Denmark (“Panthena,” “we,” “us,” or “our”) and the entity or individual identified in the account registration (“you” or “Customer”).

By registering for, accessing, or using Panthena (the “Service”), you represent that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity. If you do not have such authority, or you do not agree with any part of these Terms, you must not access or use the Service.

These Terms incorporate by reference our Privacy Policy and any Order Form, Data Processing Addendum, or written agreement that references these Terms.

“Customer Data” means data, content, or materials you, your Users, or your end users submit to or generate through the Service, including links, routes, branding assets, configuration, and analytics data.

“Documentation” means the written materials published by Panthena describing the Service.

“Fees” means all subscription and usage-based charges payable for the Service as set out in the applicable Order Form or on our pricing page.

“Order Form” means any ordering document, online checkout, or written agreement that specifies the plan, Fees, billing term, and other commercial terms for your subscription.

“Subscription Term” means the initial term specified in your Order Form and any renewal term.

“Users” means the individuals authorized by you to access the Service under your account.

The Service is intended for use by businesses and other legal entities, not consumers. You must be at least 18 years old (or the age of majority in your jurisdiction) and legally capable of entering into binding contracts to use the Service. You must not be located in, or a resident of, any jurisdiction subject to a comprehensive embargo by Denmark, the European Union, the United Kingdom, or the United States, and you must not be listed on any sanctions or restricted-party list maintained by those jurisdictions.

Access to the Service is granted at our discretion. We may decline or revoke access to any person or entity for any reason not prohibited by law.

You are responsible for all activity that occurs under your account, including the acts and omissions of your Users. You must keep your credentials and API keys confidential, require your Users to do the same, and notify us immediately at matias.v.drejer@gmail.com of any suspected unauthorized access or security incident.

You are solely responsible for ensuring that your Users comply with these Terms. Any breach of these Terms by a User will be treated as a breach by you.

Subject to your payment of Fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term, solely for your internal business purposes.

The Service is a hosted, multi-tenant platform. Features, functionality, limits, and integrations may change, be added, or be removed at any time. We will use commercially reasonable efforts to avoid breaking material functionality without notice, but we reserve the right to modify or discontinue any aspect of the Service.

Paid service. The Service is a paid commercial product. Unless expressly stated otherwise in a signed agreement, Fees are payable in advance, non-refundable, and non-cancelable once incurred. We do not offer refunds for partial billing periods, unused features, downgrades, or periods of non-use.

Payment. You authorize us (and our payment processors) to charge the payment method on file for all Fees, applicable taxes, and any overage or usage charges when due. If a charge is declined or reversed, we may suspend or terminate your access without further notice.

Taxes. Fees are exclusive of all taxes, levies, duties, and withholdings (collectively, “Taxes”), including VAT, GST, and sales tax. You are responsible for all Taxes associated with your purchase, except for taxes on our net income. If we are required by law to collect or remit Taxes, we will invoice them to you and you will pay them.

Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs (including attorneys' fees). We may suspend the Service for any unpaid amount more than 10 days past due.

Price changes. We may change Fees at any time. For committed subscriptions, changes take effect at the start of the next renewal term with at least 30 days' prior notice. Your continued use after a price change takes effect constitutes acceptance of the new Fees.

Unless otherwise stated in your Order Form, subscriptions automatically renew for successive terms equal to the initial term at the then-current Fees. To prevent renewal, you must cancel at least 30 days before the end of the current term via the dashboard or by written notice to us. Cancellation takes effect at the end of the current paid term; no prorated refunds are available.

You will not, and will not allow any User or third party to:

• Use the Service in violation of any law, regulation, court order, or third-party right.
• Route links to, or host, content that is illegal, infringing, defamatory, obscene, deceptive, threatening, harassing, or that promotes violence, self-harm, or discrimination.
• Use the Service for phishing, credential harvesting, malware distribution, fraud, affiliate fraud, click fraud, or any form of unauthorized advertising.
• Send spam, unsolicited messages, or any communication that violates applicable anti-spam laws (including CAN-SPAM, CASL, and GDPR-equivalent regimes).
• Attempt to probe, scan, reverse-engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or underlying ideas of the Service, except to the minimum extent required by applicable law.
• Access the Service to build a competing product, benchmark without our written consent, or copy any feature, function, or user interface.
• Circumvent rate limits, quota limits, access controls, authentication, or security mechanisms.
• Use the Service to process data that requires heightened regulatory controls (for example, PCI-DSS cardholder data, HIPAA-protected health information, children's data covered by COPPA, or government classified information) unless we have agreed in writing to support that use.
• Resell, rent, sublicense, time-share, or otherwise make the Service available to any third party outside your own organization.

We may investigate suspected violations and cooperate with law enforcement as we deem appropriate. A violation of this section is a material breach of these Terms and may result in immediate suspension or termination.

As between the parties, you retain all right, title, and interest in Customer Data. You grant us a worldwide, royalty-free license to host, store, process, transmit, display, and create back-up copies of Customer Data solely to provide and improve the Service, to enforce these Terms, and to comply with law.

You represent and warrant that you have obtained all rights, consents, and permissions necessary for us to process Customer Data and that our use of Customer Data in accordance with these Terms will not infringe, misappropriate, or violate any rights of any person or applicable law. You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data.

You are responsible for maintaining your own backups. While we take reasonable measures to protect Customer Data, we do not guarantee against loss, corruption, or unavailability, and we recommend that you export critical data regularly.

Where we process personal data on your behalf as a processor (GDPR Article 28), the terms of our Data Processing Addendum (“DPA”) apply and are hereby incorporated by reference. You can request an executed DPA by emailing matias.v.drejer@gmail.com.

You are the controller of personal data you submit to the Service and are responsible for (a) having a lawful basis to collect and transmit that data to us, (b) providing any notices and obtaining any consents required from your end users, and (c) responding to data subject requests. See our Privacy Policy for details on what we collect and process.

The Service, the Documentation, our trademarks, logos, and all software, source code, designs, interfaces, databases, models, templates, and other materials we use or provide (collectively, “Panthena Materials”) are and remain our exclusive property and the property of our licensors. No rights are granted to you except those expressly set forth in these Terms. All rights not expressly granted are reserved.

You may not remove, alter, or obscure any copyright, trademark, or other proprietary notice appearing on or in the Service. You may not use the Panthena name, logo, or trademarks except as permitted in a separate written agreement.

If you provide suggestions, ideas, enhancement requests, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, modify, and exploit that feedback for any purpose, without any obligation or compensation to you.

Each party may disclose to the other non-public information that is identified as confidential or that should reasonably be understood as confidential (“Confidential Information”). The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable standard), and (c) not disclose it to third parties except to employees, contractors, and advisors bound by confidentiality obligations at least as protective as this section. This section survives termination of these Terms for five (5) years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

The Service may integrate with or rely on third-party products, services, APIs, or content (for example, source-code repositories, authentication providers, cloud hosting providers, DNS providers, and mobile operating system deep-linking frameworks). Your use of those third-party services is governed by their own terms and privacy policies. We are not responsible for, and disclaim all liability arising from, any act, omission, or failure of any third-party service, including any unavailability, bug, limitation, breaking change, or discontinuation.

We may make features available on an alpha, beta, preview, or experimental basis (“Beta Features”). Beta Features are provided “as is,” without any warranty or support commitment, and may be modified or withdrawn at any time. The limitations in sections 16 and 17 apply in full to Beta Features and to any damages arising from them.

Unless expressly stated in a signed service level agreement, we make no representation or commitment about uptime, availability, throughput, latency, response times, or error rates. You acknowledge that deep link routing depends on mobile operating systems, app stores, DNS providers, network conditions, and third-party integrations we do not control.

Except as expressly stated in these Terms, the Service, the Documentation, all Panthena Materials, and any related support are provided “as is” and “as available,” with all faults and without warranty of any kind.

To the maximum extent permitted by law, Panthena disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, quiet enjoyment, and any warranty arising from course of dealing, usage, or trade practice. Panthena does not warrant that the Service will be uninterrupted, error-free, timely, secure, or free from loss, corruption, attack, viruses, interference, or hacking; that any link will be routed successfully or within any particular time; that any defects will be corrected; or that the Service will meet your requirements, integrate with any particular third-party service, or produce any particular business outcome.

You assume all responsibility and risk for your use of the Service and for any reliance you place on it.

To the maximum extent permitted by applicable law, in no event will Panthena, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any (a) loss of profits, revenue, business, goodwill, data, or use; (b) interruption of business; (c) cost of procurement of substitute goods or services; (d) damage to reputation; or (e) indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, whether in contract, tort (including negligence), strict liability, or any other legal theory, even if Panthena has been advised of the possibility of such damages and even if a stated remedy fails of its essential purpose.

Panthena's total aggregate liability for all claims arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, will not exceed the lesser of (i) the total Fees actually paid by you to Panthena for the Service in the three (3) months immediately preceding the event giving rise to the claim, or (ii) one hundred euros (€100).

This limitation is an essential basis of the bargain between you and Panthena and applies regardless of the form of action. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

You will defend, indemnify, and hold harmless Panthena and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Customer Data, (b) your or any User's use of the Service, (c) your breach of these Terms, (d) your violation of any law or the rights of any third party, or (e) any content routed through or displayed by the Service under your account.

We will notify you of any such claim, allow you to control the defense (with counsel reasonably acceptable to us), and cooperate reasonably with you at your expense. You may not settle any claim without our prior written consent if the settlement would impose any obligation or admission on Panthena.

We may suspend your access to the Service, in whole or in part, with or without notice, if (a) we reasonably believe the Service is being used in violation of these Terms or applicable law; (b) your payment is overdue; (c) your use poses a security risk to the Service, to us, or to any other customer; (d) we are required to do so by a court order, subpoena, or other legal process; or (e) we reasonably believe suspension is necessary to prevent harm or liability. We will attempt to notify you in advance where reasonably practicable. You remain responsible for all Fees during any suspension caused by your breach.

These Terms remain in effect for the duration of your Subscription Term and any renewal terms, or until terminated as permitted here.

Either party may terminate these Terms (a) for convenience at the end of the current Subscription Term by giving notice as required in section 7, or (b) for cause if the other party materially breaches these Terms and fails to cure the breach within 30 days after written notice (or immediately, in the case of a breach of sections 8, 11, 13, or 18, or for non-payment).

We may terminate immediately if you become insolvent, make an assignment for the benefit of creditors, file for bankruptcy, or cease to do business as a going concern.

Upon termination or expiration of these Terms: (a) your right to access and use the Service ends immediately; (b) any outstanding Fees become immediately due and payable; and (c) we will make Customer Data available for export in a machine-readable format for 30 days, after which we may delete it from our active systems. Backup and log copies may persist for up to 90 days. Termination does not relieve you of any obligation to pay Fees accrued prior to termination.

Sections 2, 9 (last paragraph), 11, 12, 13, 16, 17, 18, 21, and 23 through 29 survive termination.

Neither party will be liable for any delay or failure to perform (other than obligations to pay Fees) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, labor disputes, epidemics, pandemics, government actions, embargoes, internet or telecommunications failures, failures of third-party services or infrastructure providers, denial-of-service attacks, and natural disasters.

You represent and warrant that (a) you are not located in, and you will not use or access the Service from, any country or territory subject to comprehensive sanctions by Denmark, the European Union, the United Kingdom, or the United States; (b) you are not on any restricted-party or denied-party list maintained by any of those jurisdictions; and (c) you will comply with all applicable export-control, sanctions, and anti-corruption laws (including the FCPA and the UK Bribery Act) in connection with your use of the Service.

You may not assign, transfer, or delegate any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this section is void. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

These Terms are governed by, and construed in accordance with, the laws of Denmark, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Copenhagen, Denmark, have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party irrevocably submits to the personal jurisdiction of those courts. You waive any objection based on inconvenient forum.

Before filing any claim, you agree to contact us in writing and attempt in good faith to resolve the dispute informally for at least 30 days. If the dispute cannot be resolved informally, each party may pursue its claims in the courts identified in section 25.

To the maximum extent permitted by applicable law, each party agrees that any dispute will be brought in the parties' individual capacity only, and not as a plaintiff or class member in any purported class, collective, representative, or consolidated action.

Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action arose or be forever barred.

We may revise these Terms at any time. When we make material changes, we will update the effective date at the top and give reasonable notice by email, in the dashboard, or on our website at least 15 days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of them. If you do not agree, your exclusive remedy is to stop using the Service and terminate your subscription in accordance with section 7.

We may provide notices to you by email to the address associated with your account, by posting in the dashboard, or by posting on our website. You consent to receiving notices in electronic form. You must provide any notice to us in writing by email to matias.v.drejer@gmail.com.

These Terms, together with any Order Form and the documents referenced herein, constitute the entire agreement between you and Panthena regarding the Service and supersede all prior or contemporaneous agreements, proposals, and understandings, whether oral or written. Any conflicting or additional terms in your purchase order, vendor onboarding forms, or similar documents are expressly rejected and have no effect.

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision. The parties are independent contractors; these Terms do not create any partnership, joint venture, employment, franchise, or agency relationship.