Terms of Service

Using Penguin HQ

• You must be at least 13 years old, or older if the law where you live requires it, to use Penguin HQ. If you're under 18, you need a parent or guardian's permission, and they agree to these terms for you.
• If you use Penguin HQ for a company or another organization, for example by creating a company, inviting people to it or subscribing it to a plan, you agree to these terms on its behalf and confirm you're authorized to. "You" then includes that organization.
• You may not use Penguin HQ where the law, including US sanctions, forbids it.

Accounts

You need an account to use Penguin HQ, and the same account signs you in to Penguin HQ, Penguin Poker and Penguin Parade. Until you verify your email address, you can't invite anyone or accept invitations, and invitations to that address wait.

• Give accurate information, and keep it up to date.
• An account is for one person. Don't share yours, and keep your password secret. If you turn on two-step verification, keep your authenticator app and recovery codes safe too, since signing in needs one of them.
• You're responsible for everything that happens under your account, in every Penguin app. Tell us right away if you think someone else has used it.

Companies

A company is how a team works together in the Penguin apps. Every app shares it: its members, their roles and its plan hold in Penguin Poker and Penguin Parade alike, and each app keeps its own data about the company, under that app's terms.

• Whoever creates a company becomes its first owner. Owners and admins manage the company: its name, who's in it, their roles and its invitations. Only owners can manage its plan and billing, or make, invite or remove other owners.
• A company always has at least one owner. The last one can't leave, or stop being an owner, until there's another.
• Where we offer it, owners and admins can remove people from a company, and members can leave one. Either way, they're out of the company in every app, and need a new invitation to come back. What they've already added in the apps stays with the company.
• Where we offer it, on plans that include it, a company's owners can require its members to use two-step verification. Members who haven't turned it on can't open the company in any app until they do.
• The company is responsible for how its members use Penguin HQ.

Invitations

• Owners and admins invite people to a company by email address, with a role. Only invite people who'd expect to hear from you, at email addresses you're allowed to use. The email we send them shows your name and email address, and the company's name.
• An invitation lasts 14 days, and whoever verifies that email address can accept it. If you're invited, signing up with the address and verifying it accepts the invitation; if you already have an account, you can accept or decline it from your companies page.
• Owners and admins can revoke an invitation until it's accepted.

Plans and billing

Where we offer company plans, every company is on one of four: Free, Team, Business or Enterprise. A company's plan covers it in every Penguin app, with one bill and one set of seats, and each app gives the plan its own features. Team and Business are subscriptions a company's owners buy themselves, and Enterprise is a yearly contract, arranged through sales. Payments are processed by Stripe.

• Billing and renewal. Team and Business are billed in advance, monthly or, where we offer it, yearly, at the price shown when you subscribe. A year costs ten months' worth. They renew automatically at the end of each period, for the same length of time, until canceled, and you authorize us, through Stripe, to charge the company's payment method for each one.
• Canceling. A company's owners can cancel at any time from its billing page. The plan stays on until the end of the period already paid for, and then the company moves to the Free plan, in every app.
• Changing plans. Upgrading, or changing how often you're billed, charges the difference right away. Downgrading credits the difference to the next invoice. Nobody is removed and nothing is deleted when a company moves to a smaller plan, Free included: what that plan doesn't include waits until the company upgrades again.
• Free trial. Where we offer it, a company can try the Team plan free for 14 days, once, without a card. If the company has added a card by the time the trial ends, the plan continues and the card is charged; if not, the company moves to the Free plan. A company that has had a paid plan can't start a trial.
• Seats. Free, Team and Business each have a seat limit. Every member takes a seat, and so does every invitation that hasn't been accepted and hasn't expired. One seat covers someone in every app. A company over its limit, for example after moving to the Free plan, keeps its members but can't add more until it's back under.
• Prices and taxes. Prices are in US dollars and don't include taxes unless we say so, and you're responsible for any taxes that apply. We may change our prices; a change applies to a subscription from its first renewal at least 30 days after we tell you about it.
• Failed payments. If a payment fails and isn't put right, we may move the company to the Free plan.
• Enterprise. Enterprise plans are sold by contract, for the seats the contract covers. Where a signed agreement with us conflicts with these terms, the agreement wins.

Refunds

Except where the law requires otherwise, payments aren't refundable, including for partial billing periods and unused seats. If you think we've charged you by mistake, email cameron@webmatter.io and we'll look into it. If you're a consumer in the European Union, the United Kingdom or another place that gives you a right to cancel purchases made online, nothing in these terms limits that right.

Penguin Poker and Penguin Parade

Penguin HQ lists the Penguin apps and signs you in to them: Penguin Poker, for planning poker, and Penguin Parade, for async check-ins.

• Each app has its own terms, which also apply when you use it: Penguin Poker's Terms of Service and Penguin Parade's Terms of Service. They cover using that app, and what you and your company put in it, like Penguin Poker's rooms and Penguin Parade's check-ins.
• These terms cover your account, and companies with their invitations, plans and billing, in every app. Where an app's terms say something different about those, these terms apply.

Your content

"Your content" is what you and your company put into Penguin HQ, like your name, the company's name and the email addresses you invite. What you put into an app is covered by that app's terms.

• You keep all your rights to your content.
• You give us a worldwide, non-exclusive, royalty-free license to host, store, copy, display and transmit your content, only as needed to run Penguin HQ and the Penguin apps for you and the people you share it with, like showing your name to your company in every app and emailing the invitations you send. The license ends when your content is deleted, apart from copies that remain in backups for a limited time.
• You're responsible for your content, and confirm you have the rights you need to put it in Penguin HQ. We don't review content before it appears, but we may remove content that breaks these terms or the law.

Acceptable use

Don't use Penguin HQ to:

• break the law, or infringe anyone's rights, including their privacy and intellectual property;
• harass, threaten or abuse anyone;
• post content that's hateful, obscene or deceptive;
• send spam, or invitations people don't want;
• spread malware, probe or test Penguin HQ's security, or get around its security or limits, unless we've agreed in writing;
• access it by automated means beyond normal use, scrape it, or put an unreasonable load on it;
• copy, modify or reverse engineer Penguin HQ, except where the law allows it despite this term;
• resell Penguin HQ, or offer it to others as a service;
• pretend to be someone else, or misrepresent your connection to a person or organization.

If you find a security problem, please tell us at cameron@webmatter.io.

Our rights in Penguin HQ

Penguin HQ, including its software, design, penguins and other art, and the Penguin HQ name and logo, belongs to us or our licensors. These terms let you use Penguin HQ as they describe, and give you no other rights in it.

If you send us ideas or feedback, we may use them without owing you anything.

Changes to Penguin HQ

We're always working on Penguin HQ, so we may add, change or remove features. We'll give reasonable notice before a change that significantly reduces what a paid plan includes. We sometimes let companies try features before they're released, and those may change or be withdrawn at any time.

We aim to keep Penguin HQ running smoothly, but it may sometimes be unavailable, and we don't promise any level of availability unless a signed agreement with us says so. While it's unavailable, you may not be able to sign in to the Penguin apps either.

Suspension and termination

• You can stop using Penguin HQ at any time. To delete your account, email cameron@webmatter.io. That deletes it from every Penguin app, as our Privacy Policy describes. A company's owners can ask us to delete the company the same way.
• We may suspend or end your access, or remove content, if you break these terms, if your use puts Penguin HQ, its users or others at risk, or if the law requires it. Since one account signs you in to every Penguin app, this can stop you using all of them. Where it's reasonable, we'll tell you first and give you a chance to put things right.
• If we stop offering Penguin HQ, we'll give at least 30 days' notice, and refund what you've paid for any time after it ends.
• Terms that by their nature should last beyond the end of this agreement will, including those on payment, disclaimers, limitation of liability, indemnity and disputes.

Disclaimers

Penguin HQ is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that Penguin HQ will be uninterrupted, secure or free of errors. Some places don't allow these disclaimers, so they may not all apply to you.

Limitation of liability

To the fullest extent the law allows:

• we won't be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if we were told they were possible; and
• our total liability for all claims about Penguin HQ, Penguin Poker and Penguin Parade, and these terms and theirs, taken together, is limited to the greater of what you paid us in the 12 months before the claim arose, or US$100. The apps' terms share this one limit; it isn't added to.

These limits apply whatever the legal theory. They don't limit liability that the law doesn't allow us to limit.

Indemnity

If you use Penguin HQ for a company or another organization, it will defend and indemnify us, and our owners, employees and agents, against any claims, losses and costs, including reasonable lawyers' fees, arising from its content, its use of Penguin HQ, or its breach of these terms.

Disputes and governing law

• The laws of the State of Texas govern these terms, without regard to conflict-of-laws rules.
• If you have a dispute with us, email cameron@webmatter.io first, and give us 30 days to try to resolve it informally.
• Any lawsuit must be brought in the state or federal courts located in Texas, and you and we agree to their jurisdiction. Either of us may bring a qualifying claim in small claims court instead.
• If you're a consumer in the European Union, the United Kingdom or another place whose law protects you in ways these terms can't change, you keep those protections, including the right to bring claims in your local courts.

Changes to these terms

We may update these terms from time to time. We'll post changes here with a new date at the top, and if a change materially affects you, we'll tell you by email or in the app before it takes effect. If you keep using Penguin HQ after that, you accept the new terms. If you don't accept them, stop using Penguin HQ, and cancel any paid plan before it renews.

General

• These terms, our Privacy Policy, the terms and privacy policies of the Penguin apps you use, and any signed agreement with us are the entire agreement between you and us about Penguin HQ and those apps.
• If any part of these terms can't be enforced, the rest applies.
• If we don't enforce part of these terms right away, we haven't given up the right to.
• You may not transfer these terms without our written consent. We may transfer them as part of a merger, acquisition or sale of assets.
• Neither of us is responsible for delays or failures caused by events beyond reasonable control.
• We may send you notices by email or in the app. Send notices to us at cameron@webmatter.io.

Contact us

Questions about these terms? Email cameron@webmatter.io. Penguin HQ is run by Webmatter Solutions LLC, in Texas, United States.