Effective Date: April 1, 2020

These Customer Forum Terms of Use (“Terms”) are a legal agreement between you (“you” or “your”) and BigPanda, Inc. (“BigPanda,” “we,” “us” or “our”) and govern your use of and access to the BigPanda Customer Forum in Slack (the “Forum”). By using or accessing the Forum, or by registering an account to use or access the Forum, you accept and agree to be bound by these Terms.

Scope

These Terms apply only to your use of the Forum, and not to your use of the BigPanda Autonomous Operations Platform, which is governed by a separate agreement executed by BigPanda and your employer. By accepting these Terms, you consent to our Privacy Policy at /privacy-policy, which is incorporated by reference. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, right to access and use the Forum solely for your own purposes. We reserve all rights not expressly granted to you by these Terms.

Content

The Forum may contain information, text, links, graphics, photos, videos, or other materials (“Content”). We take no responsibility for and do not endorse any Content submitted or posted by you or any other user of the Forum. You represent and warrant that you have all rights, power, and authority necessary to any Content you submit to the Forum and to grant the rights to any Content as required by these Terms. You alone are responsible for Content you submit.

You retain any rights you have in the Content you submit, but you grant BigPanda the following:

• A worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works from, distribute, perform, and display the Content and any name, username, voice, or likeness provided in connection with the Content in all media formats and channels now known or later developed.
• A worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display any ideas, suggestions, and feedback about BigPanda, the Forum, or our Services that you provide in any form.

Although we have no obligation to screen, edit, or monitor Content, we may, in our sole discretion, delete or remove any Content at any time and for any reason.

Prohibited Conduct

When accessing or using the Forum, you are prohibited from the following:

• Submitting Content or using the Forum in any way that is pornographic, is sexual in nature, fraudulent, defamatory or libelous, encourages or incites violence, impersonates an individual or entity in a misleading or deceptive manner, or threatens, harasses or bullies others;

• Violating applicable law;
• Infringing any third party’s intellectual property or any other proprietary rights, including by submitting Content that violates a third party’s copyright, trademark, trade secret, or patent rights;
• Violating any third party’s privacy rights or confidentiality requirements;

• Attempting to gain unauthorized access to another user’s account;

• Uploading, transmitting, or distributing to or through the Forum any computer viruses, worms, or other software intended to interfere with the intended operation of a computer system or data;
• Using the Forum in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Forum or that could damage, disable, overburden, or impair the functioning of the Forum in any manner;
• Sending or posting unsolicited communications, promotions or advertisements, or spam;
• Using contact or other user information obtained from the Forum (including email addresses) to contact users outside of the Forum without their express permission.

Responsibilities

You are responsible complying with these Terms and for all activity occurring under your account. You must notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security and comply with any instructions concerning access to or use of the Forum that we may give from time to time.

Termination

We may terminate these Terms or suspend or terminate your account or your access to the Forum at any time for any reason. You may terminate these Terms by deactivating your Forum account. All sections of these Terms that by their nature should survive termination will survive termination.

Modification

We may modify these Terms from time to time, and we will post the most current version on the Forum. By continuing to use or access the Forum after any modifications come into effect, you agree to be bound by the modified Terms. If you disagree with our changes, then you must stop using the Forum and cancel your account. We reserve the right to enhance, upgrade, improve, or modify features of the Forum as we deem appropriate and in our discretion.

Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless us and our employees, directors, agents, affiliates and representatives from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) your breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Forum; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) Content you submit to the Forum; and (f) any other party’s access or use of the Forum with your username and password.

No Warranties

BIGPANDA DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The FORUM IS provided “as is” and “as available,” AND BIGPANDA DOES NOT WARRANT OR GUARANTEE THAT THE FORUM IS ACCURATE, RELIABLE OR CORRECT; THAT THE FORUM WILL MEET YOUR REQUIREMENTS; THAT THE FORUM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE FORUM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BIGPANDA DISCLAIMS ALL RESPONSIBILITY FOR THE AVAILABILITY OR ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING ANY THIRD-PARTY APPLICATION OR PRODUCT OR ANY USER OF THE FORUM.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BIGPANDA BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, GOOD WILL,  OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF BIGPANDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIGPANDA’S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) IS LIMITED TO $100.

Miscellaneous

Entire Agreement and Conflict

These Terms constitute the entire agreement between you and BigPanda regarding the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.

Governing Law and Dispute Resolution

These Terms will be exclusively governed by the laws of the State of California, without regard to conflict of law principles.  Any controversy or claim arising out of or relating to these Terms, their enforcement, arbitrability or interpretation will be submitted to final and binding arbitration, to be held in Santa Clara County, California, before a single arbitrator who will be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq.  The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by the American Arbitration Association.  The arbitration will be a confidential proceeding, closed to the general public.  The arbitrator will issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based.  The parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.

Waiver, Severability and Assignment

Our failure or delay to enforce any provision of these Terms is not a waiver of our right to do so later. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign these Terms or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign these Terms or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Forum.

Contact

Please send any questions regarding these Terms or related notices to legal@bigpanda.io.