LECTURE PANDA, LLC TERMS OF SERVICE
1. ACCEPTANCE OF TERMS
1.1 Description of Company.
LecturePanda, LLC ("LecturePanda") provides a means for registered users who are organizers ("Organizers") to administer online educational programming and collect payments with respect to the sale of registrations from users who want to attend such events ("Participants"). The following terms of service ("TOS") applies to use of the Services (defined below) as a Participant, Organizer, or other user (collectively referred to as “you” or “your”) of the Services.
1.2 Overview of Terms.
This TOS governs all use by you of (a) the LecturePanda website (the "Site"), (b) any and all services available on or through the Site or otherwise provided by LecturePanda, and (c) all software available on or through the Site (the “Software”) (collectively, the "Services"). The Services are owned and operated by LecturePanda. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by LecturePanda.
BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY LECTUREPANDA. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
1.3 Modification of Terms.
LecturePanda reserves the right to modify this TOS at any time. Although LecturePanda may attempt to notify you when major changes are made to this TOS, you should periodically review the most up-to-date version. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. USE OF THE SERVICES
LecturePanda hereby grants you a non-exclusive, non-transferable right to access and use the Services solely for the purposes of creating an event page with respect to, and promoting, managing, tracking, and collecting fees for, an event that you have registered on the Site, or for browsing the Site, and searching for, viewing, registering for, and interacting with, an event that is registered on the Site, in compliance with this TOS. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below in Section 6.1); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates fraud.
If you are allowed to download or use any Software in connection with the Services, LecturePanda hereby grants you a personal, non-transferable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by LecturePanda in conjunction with the Software.
3.1 Independent Relationship of FPMs.
It is the responsibility of the Organizer to communicate its refund policy to Participants and to issue refunds to Participants via the Site or otherwise. If a Participant desires to request a refund, Participant must request the refund from the Organizer. All communications or disputes regarding refunds are between the Organizer and Participant and LecturePanda will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services.
4. YOUR REGISTRATION OBLIGATIONS
In order to access some of the Services, you must register with the Site. To be a registered user of the Services, you agree to provide true, accurate, current and complete information about yourself as prompted by the Site registration form. You must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to register for an account.
5. ACCOUNT, PASSWORD AND SECURITY
As part of the registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. LecturePanda cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that LecturePanda shall be the sole arbiter of such dispute in its sole discretion and that LecturePanda's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
6.1 Site Content.
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by LecturePanda in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. LecturePanda may own the Site Content or portions of the Site Content may be made available to LecturePanda through arrangements with third parties. Except as expressly authorized by LecturePanda in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content that do, or post any Site Content on any other web site or in a networked computer environment for any purpose.
6.2 Your Content.
You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to LecturePanda a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for purposes consistent with delivering the Services. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). LecturePanda reserves the right to remove any of Your Content from the Site at any time if LecturePanda believes in its sole discretion that it does not comply with this TOS. In addition, you agree that LecturePanda may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of LecturePanda both on the Site and in marketing and promotional materials.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you may send us a DMCA-compliant notice requesting that the Content be removed, or access to it blocked. Notices and counter notices with respect to the Services should be sent to email@example.com
7.1 Certain Restrictions.
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services. You agree not to use the Services to:
upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
impersonate any person or entity, including, but not limited to, a LecturePanda representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by LecturePanda;
intentionally or unintentionally violate any applicable law or regulation (foreign or domestic).
7.2 Remedial Rights.
You acknowledge that LecturePanda does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that LecturePanda shall have the right (but not the obligation) to (i) monitor, edit, or remove any of your Content and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that LecturePanda may preserve Your Content and may also disclose Your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of LecturePanda, its users and/or the public.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless LecturePanda, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this TOS; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Your Content caused damage to a third party. This defense and indemnification obligation will survive this TOS and your use of the Service.
9. SERVICE MODIFICATIONS/SUSPENSIONS
LecturePanda reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. You agree that LecturePanda shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, or for the consequences thereof.
Subject to any explicit agreement otherwise, LecturePanda, in its sole discretion, may terminate your password, accounts and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due LecturePanda, or if LecturePanda believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that LecturePanda may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that LecturePanda shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because LecturePanda has no control over such websites and resources, you acknowledge and agree that LecturePanda is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that LecturePanda shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
12. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LECTUREPANDA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LECTUREPANDA MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. LECTUREPANDA IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND LECTUREPANDA WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT LECTUREPANDA HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON-ORGANIZERS' AND ORGANIZERS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS, OTHER NON-ORGANIZERS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14. LIMITATION OF LIABILITY
LECTUREPANDA SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LECTUREPANDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND LECTUREPANDA'S REASONABLE CONTROL. LECTUREPANDA SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. IN ADDITION, LECTUREPANDA HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND LECTUREPANDA HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Notices to you may be made via either email or regular mail to the address in LecturePanda's records. Any notice from you to us shall be sent in writing to our mailing address at LecturePanda, LLC, P.O. Box 181052 Utica, MI 48314-1052.
17.1 Entire Agreement.
This TOS constitutes the entire agreement between you and LecturePanda and governs your use of the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by this TOS.
This TOS and the provision of the Services to you are governed by the laws of the state of Michigan.
Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Detroit, Michigan, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and LecturePanda agree to submit to the personal jurisdiction of the courts located within the city and county of Detroit, Michigan. Either you or LecturePanda may seek any interim or preliminary relief from a court of competent jurisdiction in Detroit, Michigan, necessary to protect the rights or property of you or LecturePanda (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
17.4 Waiver; Invalid Provisions.
The failure or delay of LecturePanda to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.
Please report any violations of this TOS by email to i firstname.lastname@example.org.