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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) CAREFULLY AS THEY GOVERN YOUR ACCESS TO AND USE OF ANY WEBSITE ON WHICH THESE TERMS ARE POSTED, INCLUDING BUT NOT LIMITED TO pba-panama.com (COLLECTIVELY, THE “WEBSITE”). THESE TERMS APPLY AND BECOME BINDING ON THE FIRST DATE THAT YOU ACCESS ANY PART OF THE WEBSITE OR USE ANY OF THE FUNCTIONALITY PROVIDED THROUGH THE WEBSITE. BY ACCEPTING THESE TERMS OR ACCESSING OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS IN EFFECT AT THE TIME OF YOUR ACCESS AND/OR USE AND AGREE THAT YOU ARE BOUND BY THEM. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, PLEASE DO NOT ACCESS OR USE THE WEBSITE.

MINIMUM AGE

You represent that you are at least 18 years of age (or the age of majority in the jurisdiction in which you reside). This Website is not intended for users under 18 years of age, and you may not use this Website if you are under 18 years of age.

CHANGES TO TERMS; ADDITIONAL TERMS

We may modify and amend these Terms at any time. We will post the modified Terms on the Website and indicate the date the Terms were last updated. You understand and agree that your continued use of the Website after we have made any such changes constitutes your acceptance of the new Terms.

NO AMENDMENT TO OUTSTANDING OBLIGATIONS

These Terms and Conditions relate only to your access to and use of the Website. Nothing in these Terms and Conditions modifies or amends any terms of any other obligation to or relationship with PBA Holding Group you may have.

PRIVACY POLICY

Please review our Web Privacy Policy, which applies to personal information collected from or provided by you on the Website.

PROPRIETARY RIGHTS

All features, functionality, and content of the Website, including all designs, artwork, text, images, audio, photos, videos, information, software, interfaces, and documentation, are the property of PBA Holding Group and its licensors. PBA Holding Group grants no right to you in the Website, or any of its features, functionality, or content, other than as expressly provided in these Terms. All logo designs and all other names and logos identifying PBA Holding Group and its products and services or otherwise appearing on the Website are proprietary trademarks of PBA Holding Group or its licensors, and you are strictly prohibited from using them without PBA Holding Group’s express written permission.

LICENSE TO ACCESS AND/OR USE WEBSITE

PBA Holding Group grants you a personal, revocable, limited, non-exclusive, non-transferable license to access and use the Website and its materials and information solely for your personal and informational use. PBA Holding Group’s license to you is conditioned on your compliance with these Terms. You may not use the Website (or any part of it) for any commercial purposes or in any manner not permitted by these Terms. You may print materials and information from the Website solely for your personal and informational use as long as all hard copies contain all copyright and other applicable notices contained in such materials and information.

RESTRICTIONS ON ACCESS AND/OR USE

In accessing or using the Website, you agree that you will not:

• Reproduce, re-distribute, sell, publish, broadcast, or circulate any materials or information contained on the Website to anyone, even if they are in the same company or organization as you;
• Post materials or information from the Website to news groups, mail lists, or bulletin boards;
• Modify, edit, alter, or enhance any of the materials or information from the Website in any manner;
• Submit fraudulent, misleading, or otherwise falsified information;
• Purposely manipulate, change, or otherwise interfere with the functioning of the Website or any of its subparts and/or correlating security measures;
• Access or use the Website in a manner that, in PBA Holding Group’s sole discretion, could damage, disable, overburden, or impair the Website, or interfere with any other party’s access to and/or use of the Website;
• Attempt to gain unauthorized access to the Website, or any part of it, or computer systems or networks connected to the Website, or any part of it, through hacking, password mining, or any other means, or interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website;
• Exploit the Website for any commercial gain;
• Upload, download, post, submit, or otherwise distribute or facilitate the distribution of any content on or through the Website that is unlawful, fraudulent, deceptive, false, misleading, untruthful, or inaccurate;
• Obtain or attempt to obtain any materials or information not intentionally made available through the Website;
• Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website;
• Use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission or bypass our robot exclusion headers or other measures we use to prevent or restrict access to the Website;
• Utilize framing techniques to enclose any trademark, logo, or other PBA Holding Group materials or information without our express written consent;
• Use any meta tags or any other “hidden text” utilizing PBA Holding Group’s name or trademarks without our express written consent.

If PBA Holding Group, in its sole discretion, believes that you have engaged in any activities restricted by these Terms or by law, your license to access and/or use the Website terminates automatically without notice to you. In addition, we may take other various actions to protect PBA Holding Group, other users, and other third parties, including:

• Suspending your access to or use of the Website;
• Updating inaccurate information you provided us;
• Refusing to allow you to use the Website in the future;
• Taking legal action against you; and
• Holding you liable for PBA Holding Group’s damages caused by your violation of these Terms or applicable law.

You agree to destroy any printed or downloaded materials or information you obtained from the Website immediately upon termination of your license to access and/or use the Website.

You agree that we, in our sole discretion, may suspend or terminate your access to or use of the Website and to remove and discard any content within the Website, for any reason, including for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. In our sole discretion, we may also refer suspected fraudulent, abusive, or illegal activity on the Website to appropriate law enforcement authorities. You agree that we may terminate your access to or use of the Website under any provision of these Terms without prior notice.

DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, INCLUDING ALL CONTENT, MATERIALS, AND FUNCTIONALITY ON THE WEBSITE, ARE PROVIDED “AS IS” AND PBA HOLDING GROUP, INC. DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR ANY PARTICULAR PURPOSE. PBA HOLDING GROUP, INC. FURTHER DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE MATERIALS.

The Website may be temporarily unavailable from time to time for maintenance or other reasons. PBA Holding Group, Inc. has no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, the Website. PBA Holding Group, Inc. is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or other communications on account of technical problems or traffic congestion on the Internet or on the Website, or combination thereof, including injury or damage to you or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Website. The laws of certain jurisdictions may not allow certain disclaimers of warranties with respect to consumers, in which case the limitations and disclaimers above apply to the maximum extent permitted by your jurisdiction.

“SAFE HARBOR” STATEMENT REGARDING FORWARD-LOOKING INFORMATION OR STATEMENTS

The Website and the documents available through the Website contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “intends,” “will,” “may,” “estimates,” “plans,” “anticipates,” “believes,” “expects,” “could” or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties, and other factors that are difficult to predict and that may cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those in the forward-looking statements are detailed from time to time in reports filed by PBA Holding Group, Inc. Forward-looking statements reflect the current views of PBA Holding Group, Inc.’s management and assumptions based on information currently available to management. Forward-looking statements speak only as of the date they are made, and PBA Holding Group, Inc. expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW, IN NO EVENT WILL PBA HOLDING GROUP, INC. OR ANY OF ITS AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF PBA HOLDING GROUP, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PBA HOLDING GROUP, INC.’S OR ANY OF ITS AFFILIATES’ TOTAL LIABILITY TO YOU IN CONNECTION WITH THESE TERMS OR YOUR ACCESS TO OR USE OF ANY PART OF THIS WEBSITE EXCEED $100. THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES IN THIS SECTION, IN WHICH CASE PBA HOLDING GROUP, INC.’S AND ITS AFFILIATES’ LIABILITY FOR DAMAGES IN CONNECTION WITH THIS WEBSITE AND THESE TERMS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE APPLICABLE JURISDICTION.

INDEMNITY

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless PBA Holding Group, Inc. and all of its successors, parents, subsidiaries, affiliates, officers, directors, stockholders, investors, employees, agents, representatives, and attorneys, and their respective heirs, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties arising out of or relating to (a) your access to, use of, or alleged use of the Website; (b) your violation of these Terms, any representation, warranty, or agreements referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including without limitation any intellectual property, publicity, confidentiality, property, or privacy right; or (d) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate as fully as reasonably required with our defense of such claim. PBA Holding Group, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without our prior written consent.

LINKS TO OTHER SITES

The Website may from time to time include links to other websites that are not under PBA Holding Group, Inc.’s control. We provide these links for your information and convenience only and do not endorse the content of such linked websites or third parties. PBA Holding Group, Inc. expressly disclaims any responsibility for the content or availability of any linked site or any link contained in a linked site. We may terminate any link or linking program at any time. When you access any of the third-party sites linked to this site, you do so at your own risk.

GOVERNING LAW

The substantive and procedural laws of Ciudad de Panamá, without regard to the choice or conflicts of law provisions of any jurisdiction, will govern these Terms, your access to and use of the Website, and any claim relating to the materials on this Website.

SURVIVAL

The following sections of these Terms survive termination of your access to and use of the Website: Proprietary Rights, Disclaimer, Limitation of Liability, Indemnity, Governing Law, Arbitration Agreement and Class Action Waiver, and General, and any other provision that by its terms survives termination of your access to and use of the Website.

GENERAL

You may not assign or transfer these Terms or your rights and obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms or any of our rights or obligations under these Terms at any time without notice. Our failure to require performance of any provision of these Terms does not affect our right to require performance at any time thereafter, nor may you consider our waiver of a breach or default of these Terms a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in these Terms is for convenience only and does not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

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