Last Updated: June 14, 2022
a. Ownership. The Products and all of its content (collectively, “Content”), including all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by Pandion, our licensors, and certain other third parties. All right, title, and interest in and to the Content and Intellectual Property available via the Products is the property of Pandion, our licensors, or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other Intellectual Property and unfair competition rights and laws to the fullest extent possible. Pandion owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Products.
Display, view, use, and play the Content on a computer, mobile, or other internet-enabled or permitted device (“Device”) and/or print one copy of theContent (excluding source and object code in raw form or otherwise) as it is displayed to you;
Subject to any applicable Additional Terms, if the Products includes a “Send to Friend,” social media sharing or similar tool that allows you to initiate and send to one or more of your contacts a communication that includes Content, or to post our Content to third-party services or your own site or online service, and the tool is operational, use the tool to do so; provided, however, that you do not do so in any manner that violates applicable law or third-party rights or reflects negativity on us, and only send to recipients you have permission to contact;
If the Products includes a “Download” link next to a piece of Content (including an image, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), you may only download a single copy of such Content to a single Device;
If made available to you, obtain a registered personal account (and/or related username and password) on the Products and interact with the Products in connection therewith;
Link to the Products from a website or other online service, so long as: (a) the links only incorporate text, and do not use any Pandion names, logos, or images, (b) the links and the content on your website do not suggest any affiliation with Pandion or cause any other confusion, and (c) the links and the content on your website do not portray Pandion or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party or are otherwise objectionable to Pandion. Pandion reserves the right to suspend or prohibit linking to the Products for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third-party;
Stream the Content using any of the widgets and/or other digital streaming internet video players, if any, provided on the Products; and
c. Rights of Others. In using the Products, you must respect the Intellectual Property and rights of others and Pandion. Your unauthorized use of Content may violate the rights of others and applicable laws and may result in your civil and criminal liability. If you believe that your work has been infringed via the Products, see Section 4 below.
You may not post on or transmit through the Products any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, rule, or regulation of the laws applicable to you or applicable in the country in which the material is posted. We reserve the right, in our sole discretion, to reject, refuse to post, or remove any posting or other UGC (including private messages) from you, or to deny, restrict, suspend, or terminate access to all or any part of the Interactive Community at any time, for any or no reason, without prior notice or explanation and without liability.
You may not post UGC that: (A) involves the transmission of "junk mail", "chain letters" or unsolicited mass mailing, instant messaging, "spimming" or "spamming"; (B) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page); (C) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (D) involves commercial activities and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes; (E) includes a photograph or video of another person that you have posted without that person's consent; (F) circumvents or modifies, or attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Products; (G) involves the use of viruses, bots, worms, or any other computer code, files, or programs that may interrupt, destroy, or limit the functionality of any computer software or hardware, or otherwise may permit the unauthorized use of or access to a computer or a computer network; (H) covers or obscures the banner advertisements on your personal profile page; (I) involves any automated use of the Products, such as using scripts to add friends or send comments or messages; (J) interferes with, disrupts or creates an undue burden on the Products or the networks or services connected to the Interactive Community; (K) impersonates or attempts to impersonate another Interactive Community user, person, or entity; (L) uses the account, username, or password of another Interactive Community user at any time or discloses your password to any third party or permits any third party to access your account; (M) sells or otherwise transfers your profile; or (N) uses any information obtained from the Products or Interactive Community in order to harass, abuse or harm another person or entity, or attempts to do the same.
We reserve the right, in our sole discretion, to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Interactive Community for any reason.
If you become aware of misuse of the Interactive Community, including any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, material that encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any applicable law, please contact us. Notwithstanding the foregoing and to the maximum extent permitted by applicable law, we assume no responsibility for ongoing monitoring of the Interactive Community or for removal or editing of any UGC, even after receiving notice. We assume no liability for any action or inaction with respect to conduct, communication or UGC within the Interactive Community. You are solely responsible for all activities that occur within the Interactive Community. The Interactive Community is not designed for use by individuals under the age of 18 years ("Minors"). No one under the age of 18 is permitted to register or create user profiles. Numerous informational and commercial resources (such as computer hardware, software or filtering services) are available to help parents keep their children safe online. If you are interested in learning more about these resources, information is available at many sites providing information on such protections. We do not specifically sponsor or endorse any of these sites or their services.
Interactive Community users may upload to or otherwise submit to us for distribution on the Interactive Community and the Products: (A) UGC that is not subject to any copyright or other proprietary rights restrictions; or (B) UGC that the owner or licensor of any relevant rights has given express authorization for us to distribute over the Internet. You may not upload, embed, post, e-mail, transmit, or otherwise make available any material that infringes any copyright, patent, trademark, trade secret, or other proprietary rights of any person or entity. Any copyrighted or other proprietary UGC distributed with the consent of a copyright owner should contain a phrase such as "Copyright, owned by [name of owner]; used by permission". We are entitled to presume that all UGC conforms to the foregoing requirements. The unauthorized submission of copyrighted or other proprietary UGC is illegal and could subject the user to personal liability for damages in a civil suit as well as criminal prosecution. Interactive Community users assume all liability for any damage resulting from any infringement of copyright or proprietary rights, or for any other harm arising from an unauthorized submission or submission of UGC. We assume no liability for any damage resulting from any infringement of copyright or proprietary rights, or from any other harm arising from any UGC.
a. Creating an Account. You must set up your own account (or by an authorized representative of the individual that is the subject of the account and who is of the age of majority). We do not review accounts for authenticity and are not responsible for any unauthorized accounts that may appear on the Products. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice. If you register with us or create an account, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your Device and for all activity under your account. Usernames and passwords must be personal and unique, not violate the rights of any person or entity, and not be offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.
d. Availability of Products and Content. Pandion, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Products and/or Content (and any elements and features of them), in whole or in part, for any reason, in Pandion’s sole discretion, and without advance notice or liability.
e. Age of Users. Unless otherwise specifically noted in the features made available to you, the Products, Content and any products and services appearing or marketed on the Products are intended for and directed towards the purchase and use by adults (those aged 18 years or above).
f. Internet Connectivity Charges. Internet connectivity is required to access the Products. Any access fees or charges applicable to your internet connectivity are solely your responsibility. Certain internet service providers, including wireless carriers, may charge fees for data connections based on the total amount of data you access. We are in no way responsible for the fees charged by or policies of internet service providers or others with whom you contract for such internet connectivity.
a. DMCA Notification. If you are a copyright owner who would like to send us a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) to identify content or material posted on the Products that is infringing and that you would like removed from our Products, or if you are a user whose work has been removed in response to such a notice of infringement and would like to file a DMCA counter-notice, you may submit such notice to us by following the instructions in this Section 4.
b. DMCA Requirements. We are committed to complying with U.S. copyright and related Intellectual Property laws. Our policy is to respond to notices of alleged infringement that comply with the DMCA. It is our policy to remove and discontinue service to repeat offenders. If you believe your copyrighted work has been copied and is accessible on the Products in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in accordance with the requirements of the DMCA:
The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.
If the Products includes a “Download” link next to a piece of Content (including an image, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), you may only download a single copy of such Content to a single Device;
Identification of the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the website where it is posted or the name of the book in which it has been published).
Identification of the URL or other specific location on the Products where the material you claim is infringing is located, providing enough information to allow us to locate the material.
Your name, address, telephone number, and email address so that we may contact you.
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Our agent for notice of claims of copyright infringement on the Products can be reached as follows:
800 Bellevue Way NE, Ste 500
Belleuve, WA 98004
If you believe an individual is a repeat infringer, please follow the instructions above to contact our DMCA agent and provide information sufficient for us to verify the individual is a repeat infringer.
It is often difficult to determine if your copyright has been infringed. Pandion may elect to not respond to DMCA notices that do not substantially comply with all of the foregoing requirements, and Pandion may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
c. DMCA Counter-Notification. If access on the Products to a work that you submitted to Pandion is disabled or the work is removed as a result of a DMCA copyright infringement notice, and you believe in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then you may send a “Counter-Notification” to the email address listed above. Your DMCA Counter-Notification should contain the following information:
a legend or subject line that says: “DMCA Counter-Notification”;
a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the full URL of the page(s) on the Products from which the material was removed or access to it disabled);
a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
your full name, address, telephone number, email address, and the username of your account with us (if any);
a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Southern District of New York), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and your electronic or physical signature.
d. Receipt of DMCA Counter-Notification. If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the address above that the party who sent us the DMCA copyright infringement notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Products. Upon our receipt of a Counter-Notification that satisfies the requirements of DMCA, we will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA's procedures regarding counter notification. All Counter-Notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act. In all events, you expressly agree that neither Pandion nor any of its affiliates or their employees, officers, directors, or agents will be a party to any disputes or lawsuits regarding alleged copyright infringement. Please note you may be held liable for money damages if you materially misrepresent an activity is infringing your copyrights.
a. Termination by Us. We may, upon notice to you, issue a warning, temporarily suspend, indefinitely suspend, or terminate your account or your access to all or any part of the Products for any reason in our sole discretion. In certain cases, in our sole discretion, we may provide you with a written notice (a "Restriction Notice") to inform you: (i) your right to use or access any part of the Products has been terminated, including the right to use, access or create any account thereon; and (ii) we refuse to provide any services to you. Other conditions may apply and shall be set forth in the Restriction Notice.
a. DISCLAIMER OF WARRANTIES AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANDION AND ITS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “PANDION PARTIES”) PROVIDE THE SITE, CONTENT, PANDION LICENSED ELEMENTS, OR OTHER PANDION PRODUCTS OR SERVICES ON AN "AS IS," "AS AVAILABLE," AND “WITH ALL FAULTS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. THE USE OF THE SITE IS AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PANDION PARTIES (AS APPLICABLE) DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE SITE, CONTENT, LICENSED ELEMENTS, UGC, OR OTHER PANDION PRODUCTS OR SERVICES WILL: (I) BE UNINTERRUPTED OR SECURE; (II) BE FREE OF DEFECTS, INACCURACIES, OR ERRORS; OR (III) OTHERWISE MEET YOUR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANDION PARTIES HEREBY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, LACK OF HIDDEN OR LATENT DEFECTS, SECURITY, MERCHANTABILITY, SATISFACTORY QUALITY, QUIET ENJOYMENT AND NON-INFRINGEMENT, OR ARISING BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT: (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY PANDION PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY PANDION PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) PANDION PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY PANDION PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST PANDION PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.
b. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANDION PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, OR DAMAGE TO REPUTATION OR GOODWILL OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OR LOSSES ARISING FROM, RELATING TO OR CONNECTED WITH YOUR USE OF (OR INABILITY TO USE) THE SITE, CONTENT, LICENSED ELEMENTS, UGC, OR OTHER PANDION PRODUCTS OR SERVICES REGARDLESS OF THE CAUSE OF ACTION ON WHICH THE CLAIM IS BASED (INCLUDING NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY, PRODUCT DEFECT, OR MISREPRESENTATION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
c. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY PANDION PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including loss of profits, in connection with, or otherwise directly or indirectly related to the Products (including the Content and the UGC), including:
your use of or inability to use the Products, or the performance of the Products;
any action taken in connection with an investigation by Pandion Parties or law enforcement authorities regarding your access to or use of the Products;
any action taken in connection with copyright or other Intellectual Property owners or other rights owners;
any errors or omissions in the Products’ technical operation or security or any compromise or loss of your UGC or other data or information; or
any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if the Pandion Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the Products).
The liability limitations in this Section 6 are not intended to limit any express warranties from applicable product manufacturers of physical products sold via the Products, or any express warranties by Pandion that are included in applicable Additional Terms.
d. APPLICABLE JURISDICTIONAL LIMITS. CERTAIN JURISDICTIONS, SUCH AS NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF OR LIMITATION OF CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
e. ESSENTIAL PURPOSE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
b. Pre-Arbitration Notification. Pandion and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that Pandion need not do so in circumstances where its claims of Intellectual Property rights are concerned (“IP Disputes,” with all other disputes referred to as “General Disputes”). The party making a claim – whether you or Pandion – shall send a letter to the other side briefly summarizing the claim and the request for relief. If Pandion is making a claim, the letter shall be sent, via email, to the email address listed in your Pandion account, as applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section 7(b). If you are making a claim, the letter shall be sent to: email@example.com. If the Dispute is not resolved within 60 days after notification, the claimant may proceed to initiate proceedings as set forth in this Section 8. Either you or Pandion, however, may seek provisional remedies (such as preliminary injunctive relief) subject to Section 8(d) before the expiration of this 60-day period.
d. Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SITE, CONTENT, UGC, PRODUCT, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY PANDION PARTY (INCLUDING YOUR LICENSED UGC) OR A LICENSOR OF ANY PANDION PARTY.
f. Class Action Waiver. As permitted by applicable law, both you and Pandion waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section 7 is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.
g. Jury Waiver. AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
h. Small Claims Matters. Notwithstanding the foregoing, either of us may bring qualifying claim of General Dispute (but not IP Disputes) in small claims court, subject to Section 7(f).
c. Operation of Products; Availability of Products and Services; International Issues. Pandion controls and operates the Products from the U.S., and makes no representation that the Products are appropriate or available for use beyond the U.S. If you use the Products from other locations, you are doing so on your own initiative and responsible for compliance with applicable laws regarding your online conduct and acceptable content, if and to the extent laws apply.
d. Export Controls. You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by U.S. law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
f. Entire Agreement. Except for any Additional Terms that apply to your use of the Products as we may notify or make available to you, this is the entire understanding between you and us regarding the use of the Products, and it supersedes all prior and contemporaneous agreements and understandings between you and us regarding this subject matter.