Privacy Policy

Patrina is committed to protecting your privacy. You can visit most pages on our site without giving us any information about yourself. Sometimes we do need information to provide services that you request, and this privacy statement explains data collection and use in those situations. This privacy statement only applies to Patrina.com; it does not apply to other online or offline Patrina sites, products or services. By visiting Patrina.com, you are accepting the practices described in this Privacy Statement. Please read the complete Patrina.com privacy statement. Privacy Statement The personal, private information you provide to Patrina will be used to fulfill your information request. Patrina does not share any information about you or your company to unaffiliated third parties, except as necessary to respond to your information request. Patrina may share information collected during your Web-browsing process, including name and other personal information, among our affiliated companies to better serve your needs and notify you of services that might interest you, as permitted by applicable law. Patrina does not share, distribute, sell or otherwise disseminate any information about you or your company, except as detailed above. Collection of your Personal Information We will ask you when we need information that personally identifies you (personal information) or allows us to contact you. Generally, this information is requested when you are completing an information request form. You can always choose not to provide personal information, but then we will not be able to provide you the services you request.

When you submit personal information, Patrina.com will not share that information with third parties without your permission, other than for the limited exceptions already listed. It will only be used for the purposes stated above.

We have put in place a number of physical, electronic and managerial procedures to protect the confidentiality of the information we collect online. For example, we use “firewalls” and Secure Socket Layers and other encryption software to prevent unauthorized access, to maintain data security, and to ensure the correct use of information. While we work to safeguard the information we collect online, be aware that Internet security can be compromised.

We are committed to continually improving your experience when you visit our website. Accordingly, we use automated methods, like cookies, to collect certain information when you visit our website. A cookie is a small text file that a website or application can send to your computer's browser to collect and record information about your use of that website or application. As you interact with our website, we automatically collect technical data such as the type of internet browser you use, the language of your browser, the website from which you have come to the site, the webpages you view on our website, the links you clicked on our website and your IP address (the unique address which identifies your computer on the internet). Cookies are the most effective way for us to identify unique users and understand their navigation during a visit to our website. We use cookies to store user identifications, personalize our website and offer secure services for each account holder.

At certain places on this site, live “links” to other Internet addresses can be accessed (“Linked Sites”). Such Linked Sites contain information created, published, maintained, or otherwise posted by institutions or organizations independent of Patrina. Patrina does not endorse, approve, certify or control these Linked Sites and does not guarantee the accuracy, completeness, efficacy, timeliness or correct sequencing of information that they contain. Patrina’s Privacy Policy does not apply to these Linked Sites. The privacy policies of these Linked Sites may differ from Patrina, and you should review their policies before accessing them and/or submitting information.

Patrina reserves the right to change its Privacy Policy at any time.

Patrina Corporation Service Agreement

This Patrina Corporation Service Agreement (the “Agreement”) is entered as of January 01, 0000 (the “Effective Date”) by and between Patrina Corporation (“Patrina”) and (“Customer”). This Agreement will become effective on the Effective Date and will supplant. Patrina and Customer are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”

TERMS AND CONDITIONS

Customer is responsible for maintaining backup data to be able to recreate or duplicate the data furnished to Patrina. If any data, programs, or other material furnished by Customer is lost or damaged in transit to Patrina, Patrina’s liability, and Customer’s exclusive remedy, shall be limited to the furnishing of disks, tapes or other media of the type furnished by the Customer, but Patrina shall not be liable for the loss of data on such material.

Patrina warrants as follows:

3.1 Workmanship

Patrina warrants to Customer that the Services to be provided will be performed or delivered, as applicable, by Patrina in a good, efficient, timely, professional and workmanlike manner, without damage to Customer’s property or data, by qualified persons fully familiar with the requirements for the Services. The Services and any other work performed by or on behalf of Supplier under a SOW and/or this Agreement will be its own work, and will not infringe upon any Intellectual Property Rights of any third party;

3.2 Disclaimer

Patrina shall employ commercially reasonable measures to prevent the transference of malicious code (including without limitation, viruses and Trojan horses) and provide Customer with the services referenced herein in good working order. With the exception of the provisions of sections 3.1, however, Patrina makes no warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. Notwithstanding anything contained herein to the contrary, Patrina assumes no liability under this agreement for any failure of the services to conform to any specifications or other form of instruction provided to Patrina, unless attributable to Patrina’s fraud, willful misconduct or gross negligence.

If Patrina is liable for any loss, damage, claim or expense suffered or incurred by Customer, the maximum aggregate liability of Patrina shall be limited to the lesser of (i) the average monthly billing (exclusive of postage and other disbursements) of Patrina with Customer during the term of this Agreement or (ii) $25,000. The Customer’s sole and exclusive remedy against Patrina for any breach of this Agreement or other liability arising hereunder shall be to assert a claim for money damages not in excess of the foregoing limited maximum liability. In no event shall Patrina be liable to Customer or any other person for consequential or incidental damages arising from or related to any breach of this Agreement, any service or product furnished by Patrina, or otherwise.

5.1 Customer Indemnity:

The Customer agrees to indemnify, defend and hold harmless Patrina from any claims, suits, actions, losses or expenses (including but not limited to fees and disbursements of counsel and other costs of litigation or preparation therefor, it being understood that such fees, disbursements and costs will also include those incurred to enforce this indemnity) by third parties arising from the processing, possession, or use by Patrina of any data, programs, or other material furnished by the Customer provided, that (i) Patrina notifies Customer promptly in writing of such claim, action, suit or proceeding, (ii) Customer has sole control over the defense and all related settlement negotiations, and (iii) Patrina provides Customer, at Customer’s expense, with all assistance, information and authority to perform the foregoing. The foregoing indemnity shall also extend to each and every officer, director and shareholder of Patrina and shall remain in full force and effect regardless of any investigation made by or on behalf of Patrina.

5.2 Patrina Indemnity:

Patrina agrees to indemnify, defend and hold harmless Customer from any claims, suits, actions, losses or expenses (including but not limited to fees and disbursements of counsel and other costs of litigation or preparation therefor, it being understood that such fees, disbursements and costs will also include those incurred to enforce this indemnity) by third parties arising from the processing, possession, or use by Customer of any data, programs, or other material furnished by Patrina provided, that (i) Customer notifies Patrina promptly in writing of such claim, action, suit or proceeding, (ii) Patrina has sole control over the defense and all related settlement negotiations, and (iii) Customer provides Patrina, at Patrina’s expense, with all assistance, information and authority to perform the foregoing. The foregoing indemnity shall also extend to each and every officer, director and shareholder of the Customer and shall remain in full force and effect regardless of any investigation made by or on behalf of the Customer.

6.1 Term

This Agreement shall be effective from the date executed by both parties and remain in full force and effect on an annual basis unless either party gives the other party written notice of termination thirty (30) days or more in advance of the proposed termination date.

6.2 Survival

Sections 3, 4, 5 and 11 shall survive any termination of this Agreement.

7.1 Pricing, Payment, Taxes

Patrina may adjust its prices by giving Customer written notice of any increase at least sixty (60) days in advance. Customer shall have the right to terminate this Agreement, pursuant to Section 6.2 above, if it does not agree to such price increases. Invoices for all undisputed fees are due and payable upon thirty (30) days following receipt of the same. All applicable and lawful sales, use or excise taxes shall be paid by Customer.

7.2 Fee Dispute

In the event Customer disputes the amount of a given invoice, it shall promptly notify Patrina of such dispute and attempt to resolve such dispute promptly and amicably. Such disputes shall only be made in good faith. In the event no resolution occurs, the parties hereby agree to submit to binding arbitration pursuant to Section 13.1 below.

This Agreement sets forth the entire agreement and understanding of the parties and their respective affiliates and subsidiaries with respect to the subject matter hereof, and supersedes any prior or contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not specifically referred to, attached hereto, or contained herein. Notwithstanding the foregoing, the terms of the Confidentiality Agreement executed between Patrina and Customer shall remain in full force and affect for the term of this Agreement and three (3) years following termination thereof.

This Agreement may be amended only by a written instrument signed by the parties hereto. In order to become legally binding on the parties, all proposed changes to the Services that are to be provided by Patrina must be set forth in a written amendment to this Agreement or other agreed-upon document, and signed by an authorized representative of each party in advance of performance of the tasks required by the modifications. All such modifications will specify any associated fees or adjustment of the original fees, if any, as well as any modification to any associated delivery date.

This Agreement shall be construed under and in accordance with the laws of the State of New York without regard to its conflict of laws provisions (exclusive of any provision that would result in the application of the laws of any other state or jurisdiction). Both parties hereby consent to the jurisdiction of the state and federal courts, located in the City of New York, Borough of Manhattan.

This Agreement shall not be assignable by either Patrina or Customer without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. Any attempted assignment or change of control without such prior written consent shall be void.

Each party shall act in good faith in connection with its performance of its respective obligations contemplated by this Agreement by, among other things, making available, as reasonably requested by the other party, such facilities, management decisions, personnel, information, approvals, authorizations, and acceptances as may be necessary so that the Services provided by Patrina under this Agreement may be accomplished in a proper, timely, and efficient manner.

13.1 Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or any other claim or controversy between the parties (other than seeking injunctive or similar relief in which either party shall have the right to apply to a court having appropriate jurisdiction to seek injunctive or other nonmonetary relief, on either an interim or permanent basis), shall be settled by final binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be held in the City of New York, New York; however, any arbitral award may be entered and enforced in any court of competent jurisdiction. Any challenge to an arbitration decision or proceeding (other than entry or enforcement of an arbitration award/judgment) shall be brought solely in the federal or local court(s) of and for the State of New York. In the event a dispute arises from this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs from the losing party. The foregoing procedures shall not preclude either party from: (1) petitioning a regulatory body regarding a matter in question over which the regulatory body has administrative jurisdiction; or (ii) pursuing injunctions before any administrative or judicial forum provided that all monetary and other relief is submitted for arbitration. The parties shall not submit claims for punitive damages, and do hereby waive any right to the same, and the arbitrators shall not be authorized to award punitive damages.

13.2 Severability

If any provision of this Agreement shall be held invalid or unenforceable by law, the remaining provisions shall remain in full force and effect.

13.3 Force Majeure

Neither party shall be liable for default of this Agreement if such default is caused or occasioned by, or due to, fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, government actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.

13.4 Public Announcements

Neither party may disclose the terms of this Agreement or use the other party’s trade name, trademark, logo or any other identifiable indicia without the prior written consent and approval of that party.

13.5 Relationship of the Parties

The relationship established between Patrina and Customer under this Agreement is that of independent contractors, and nothing herein shall be deemed to create a merger or joint venture between Patrina and Customer. Neither party shall have the authority to bind or attempt to bind the other to any agreement or obligation without the prior written approval of the other party.

13.6 No Lease

This Agreement is a Services agreement and is not intended to and will not constitute a lease of or tenancy or other interest in Customer’s equipment, data or any other real or personal property.

14.1 Data Retention.

Patrina will retain all Customer data for the Term of the Patrina Service Agreement, unless Customer requests or implements specific retention policies within the services associated with Customer’s SOW. Any specific retention policies shall be based on variables assigned to Customer data by Customer and Customer shall be solely responsible for the retention policies applied to Customer data. Following termination or expiration of the Patrina Service Agreement, Patrina will destroy Customer’s data in accordance with Patrina’s Document Retention and Destruction Policy.

14.2 Data Security.

14.2.1 Patrina.

n connection with delivery of the Services and its obligations under the Agreement, Patrina has implemented and will continually maintain appropriate security procedures, measures, and controls, including appropriate electronic, physical, and organizational security procedures, measures, and controls to reasonably guard against accidental, unauthorized, or unlawful access, destruction, use, alteration, modification, disclosure, or loss of Archived Data.

14.2.2 Customer

In connection with its use of the Services, Customer will continually maintain appropriate security procedures, measures, and controls, including appropriate electronic, physical, and organizational security procedures, measures and controls to reasonably guard against accidental, unauthorized, or unlawful access, destruction, use, alteration, modification, disclosure, or loss of archived data.

15.1 Confidential Information.

The Parties to the Agreement shall not use any Confidential Information (which term includes Archived Data and Personal Data) of the other party for its own benefit or for any purpose other than to fulfill its respective obligations under the Agreement. Each party agrees to receive and preserve such Confidential Information as proprietary and confidential information, exercising the same degree of care a reasonable and careful person would exercise with its own confidential information, and in no case will it use less than commercially reasonable efforts consistent with the standards of practice in the industry to prevent unauthorized access to and disclosure of the other party’s Confidential Information. The parties further agree that neither will make Confidential Information of the other party available in any form to, or for the use or benefit of, any Person except as provided in the Service Agreement, and that neither will use any Confidential Information of the other, or the Services, to compete with the other party in its business.

15.2 Data Privacy.

The parties acknowledge and agree that each of Patrina and Customer may have certain responsibilities prescribed by applicable Data Protection Laws in connection with the safeguarding and privacy of certain Personal Data and PII. Patrina hereby acknowledges such responsibilities to the extent required thereby as the archive service provider or Processor of the Archived Data. Patrina agrees, and will cause Patrina Employees to agree, that any personal data related to Customer shall be treated as Customer’s Confidential Information hereunder. Customer agrees, and will cause Customer Employees to agree, that any personal data related to Patrina shall be treated as Patrina’s Confidential Information hereunder.

Patrina Corporation Acceptable Use Policy

This Acceptable Use Policy (“AUP”) describes the proper use of the services contracted for by a Patrina Corporation client (“Client”) under a separate Statement of Work or Agreement for services referencing this AUP (“Agreement” and the services purchased thereunder “Services”). This AUP is incorporated by reference into the Agreement.

Patrina Corporation may suspend or terminate Client’s use of the Services, or the Agreement, if Client or any of Client’s users violate this AUP. Client is solely responsible for the data, content, messages, or other information that Client transmits, archives, distributes, displays, uploads or downloads via the Services.

Prohibited Activities

Client shall not use the Services in a manner that:

  • constitutes or encourages a criminal offense, violates the rights of any person or entity, or violates any local, state, national, or international law, and any rules or regulations promulgated thereunder;
  • is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable, harmful or offensive to third parties;
  • impersonates any person or entity or otherwise misrepresents any affiliation with a person or entity;
  • infringes any copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any person or entity;
  • is fraudulent or advertises or disseminates fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes);
  • is harmful or potentially harmful, including transmitting viruses, Trojan horses, worms, time bombs or any other computer programming routines that could damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information;
  • covertly gathers information about a user, or covertly transmits information about a user;
  • could subject Patrina Corporation or any third party to any liability, damages, or danger; or,
  • violates industry standards or third-party agreements or policies.

Client shall not

  • reverse engineer any Service;
  • attempt to bypass or break any security mechanism on any of the Services or use the Services in a manner that poses a security or service risk to Patrina Corporation or other users;
  • use the Services to harvest information or data; (d) create a false identity or forged email address or header, or phone number, or otherwise attempt to mislead others as to the identity of the sender or the origin of a message or phone call.

Interference with Services is Prohibited

Client shall not engage in conduct that has a negative effect on Patrina Corporation or its systems or networks, including overloading servers on the Patrina Corporation network, or taking actions that impose an unreasonable administrative burden on Patrina Corporation.

Client shall not access any part of the Services that Client is not authorized to access or attempt to interfere with the Services. Specifically, Client shall not engage in, or attempt to engage in:

  • unauthorized access to or use of the Services, data, or the networks or systems, including an attempt to probe, scan or overload a Patrina Corporation system or the Services, or to breach security or authentication measures without express authorization;
  • unauthorized monitoring of data or traffic on a system without express authorization;
  • deliberate attempts to overload a system and broadcast attacks;
  • an action that imposes an unreasonable or disproportionately large load on Patrina Corporation’s infrastructure;
  • performance of a program/script/command or sending messages of any kind that are designed to interfere with a user’s terminal session, by any means, including locally or by the Internet;
  • the use of manual or electronic means to avoid any use limitations placed on the Services, such as timing out;
  • an attempt to decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code (including the methods, processes, and infrastructure) underlying the Services or any other software in connection with the Services; or,
  • any other activity that could be reasonably interpreted as unauthorized access to or interference with the Services

Website Terms of Use

TERMS AND CONDITIONS

The contents of all material available on the site are copyrighted by Patrina unless otherwise indicated. All rights are reserved by Patrina; the content may not be reproduced, downloaded, disseminated, published, or transferred in any form or by any means, except with the prior written permission of Patrina.

INFORMATION ON THIS SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Patrina (including its employees and agents) assumes no responsibility for consequences from the use of the information herein, or in any respect for the content of such information, including, but not limited to, delays, errors or omissions, the accuracy or reasonableness of information, the defamatory nature of statements, ownership of copyright or other intellectual property rights, and the violation of property, privacy or personal rights of others. PATRINA IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR, DAMAGES OF ANY KIND ARISING OUT OF USE, REFERENCE OR RELIANCE ON SUCH INFORMATION.

As a condition of your use of this web site, you warrant to Patrina that you will not use this web site or any information contained on the web site for any purpose that is unlawful or prohibited by these Terms, Conditions and Notices.

At certain places on this site, live “links” to other Internet addresses can be accessed (“Linked Sites”). Such Linked Sites contain information created, published, maintained, or otherwise posted by institutions or organizations independent of Patrina. Patrina does not endorse, approve, certify or control these Linked Sites and does not guarantee the accuracy, completeness, efficacy, timeliness or correct sequencing of information that they contain. Use of Linked Sites is voluntary, and should only be undertaken after an independent review of the accuracy, completeness, efficacy and timeliness of information contained therein. In addition, it is the user’s responsibility to take precautions to ensure that material selected from such Linked Sites is free of such items as viruses, worms, Trojan horses and other items of a destructive nature. Patrina is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of the use of such Linked Sites, or reference to or reliance on information contained therein.

Patrina reserves the right to change the Terms, Conditions and Notices under which this web site is offered.

General

Patrina reserves the right to terminate this agreement at any time for any reason, including, but not limited to, violating any of the terms or conditions of this agreement. By accessing this web site, you have directed your system to a computer located in the State of New York. You agree that disputes arising out of or relating to the contents or use of this web site are to be governed by the laws of the State of New York. You consent to the exclusive jurisdiction of courts sitting in the State of New York in all disputes arising out of or relating to the contents or use of this web site. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law, including without limitation, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in full force and effect. This agreement constitutes the entire agreement between you and Patrina with respect to the use of this web site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Patrina with respect to this web site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved.

Service Level Agreement

TERMS AND CONDITIONS

a. Goal:

Patrina’s goal is to achieve 100% Host Server Availability for all customers. Our published service level agreement is 99.99%.

b. Remedy:

Subject to Sections 3 and 4 below, if the Availability of the customer's virtual machine's Host Server is less than 100%, Patrina will issue a credit to customer in accordance with the following schedule, with the credit being calculated on the basis of the monthly service charge for the affected Services:

For Patrina Compliance Suite or Patriarch Web Records Management Platform

Host Server Availability Credit Percentage

99.9 to 100% 0%

98% to 99.8% 10%

95% to 97.9% 25%

90% to 94.9% 50%

89.9% or below 100%

Customer shall not receive any credits under this SLA in connection with any failure or deficiency of Server availability caused by or associated with:

a. circumstances beyond Patrina’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, earthquake, hurricane or other acts of God, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, e-commerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA;

b. failure of access circuits to the Patrina’s Network, unless such failure is caused solely by Patrina;

c. scheduled maintenance and emergency maintenance and upgrades;

d. DNS issues outside the direct control of Patrina;

e. false SLA breaches reported as a result of outages or errors of any Patrina’s measurement system;

f. customer's acts or omissions (or acts or omissions of others engaged or authorized by customer), including, without limitation, any negligence or willful misconduct.

g. DNS (Domain Name Server) Propagation.

h. outages elsewhere on the Internet that hinder access to your account. Patrina is not responsible for browser or DNS caching that may make sites underneath your account appear inaccessible when others can still access them. Patrina will guarantee only those areas considered under the control of Patrina: Patrina server links to the Internet, Patrina’s routers, and Patrina’s servers.

i. In case of deterioration of computing resource(CPU, memory and disk volume).

j. in the case of free use of service.

k. in the case that Patrina, by its sole discretion, decides to suspend Services.

For Patrina Compliance Suite and Patriarch Web Record Management Platform

To request a credit for a Service, the customer must contact Patrina Operations at operations@patrina.com and report the disruption in service. Each request in connection with this SLA must include the dates and times of the unavailability of customer's account and must be received by Patrina within ten (10) business days after the customer's Service was not available. If the unavailability is confirmed by Patrina, credits will be applied within two billing cycles after Patrina’s receipt of the customer's credit request. Credits are not refundable and can be used only towards future billing charges.

Notwithstanding anything to the contrary herein, the total amount credited to customer in a particular month under this SLA shall not exceed any applicable fees paid in connection with Service for such month for the affected Services. Credits are exclusive of any applicable taxes charged to customer or collected by Patrina and are customer's sole and exclusive remedy with respect to any failure or deficiency in the Availability of customer's Services.

Note: Credits are not refundable and can be used only towards future billing charges.

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