Terms of Service

Last Updated: September 29, 2017.

Welcome to Panoply Media, LLC (“Panoply,” “we,” or “us”). Please read these Terms of Use carefully as they set forth the important terms you will need to know about the Panoply websites, mobile applications, software downloads and other online services and products, and when you access our podcasts (whether through our Services or third-party services) (collectively, the “Services”). By accessing and using the Services, you are agreeing to be bound by these Terms of Use. If you do not agree with any of these Terms of Use, do not use the Services.

Basic Terms

Copyright

By providing preference information, personal information, ratings, and other materials ("Materials"), you agree to let us to use the Materials to help you and other users find digital entertainment of interest to them. By submitting Materials, you grant us a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sub-licensable, transferable, license to publish, reproduce, distribute, display, perform, edit, adapt, modify, translate, create derivative works, make, sell, offer for sale, export, and otherwise use and exploit your Materials (or any portion thereof) in any way that we want and in any form, media, or technology now known or later developed, subject to the terms of our Privacy Policy.

Notice of Infringement

We respect intellectual property rights. If you believe in good faith that your work has been reproduced or is accessible on the Services in a way that constitutes copyright infringement, please provide our designated agent with the following information in writing to our Copyright Agent under the Digital Millennium Copyright Act (“DMCA”):

You may notify our designated copyright agent either by mail to Copyright Agent, Panoply Media, LLC, 15 ​M​etroTech Center, 8th Floor, Brooklyn, NY 11201 or via email to copyright@panoply.fm or fax to (202) 223-0671.  Only copyright complaints should be sent to the Copyright Agent.  All other feedback should be addressed to contact@panoply.fm.  You acknowledge that if you fail to comply with the requirements of this section, your DMCA notice may not be valid.

Change or Termination

We may change or terminate these Terms of Use for any reason at any time and without prior notice. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to and use of the Services, with or without prior notice. Otherwise applicable sections of the Terms of Service shall survive termination. We also reserve the right to seek all remedies available at law and in equity for violations of these Terms of Use. Upon termination, you must cease all use of the Services, including any of the Content.

Privacy Policy

By using the Services, you indicate that you have reviewed and understand the information outlined in our Privacy Policy.

Links

The Services may contain links to other websites or online services that are operated and maintained by other persons or entities and that are not under our control or otherwise affiliated with us. Such links do not constitute an endorsement by us of those other websites or online services, the content displayed therein, or the persons or businesses associated therewith. These Terms of Use do not apply to such other websites and online services, and such websites and online services are not part of the Services. We encourage you to review the privacy policies and terms of use of these other websites or services.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, INCLUDING WITHOUT LIMITATION THE OPERATION OF THE SERVICES OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON THE SERVICES OR WITH RESPECT TO ANY WEBSITES OR SERVICES LINKED FROM THE SERVICES. THE SERVICES ARE PROVIDED "AS IS", “WITH ALL FAULTS,” AND “AS AVAILABLE.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO (I) THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, NO LIENS AND NO ENCUMBRANCES; (II) THE WARRANTIES AGAINST INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON; (III) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE IN TRADE; AND (IV) THE WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA OR CONTENT MADE AVAILABLE ON THE SERVICES OR OTHERWISE BY US. FURTHER, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON OR THE NEEDS OR REQUIREMENTS SET FORTH IN ANY DOCUMENTATION. WE MAKE NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, THAT THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN, WILL BE TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES, OR UNINTERRUPTED. WE DO NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY CONTENT AND WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES IN CONNECTION WITH ANY CONTENT. WE MAKE NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE OUTSIDE OF THE UNITED STATES. NO ORAL OR WRITTEN INFORMATION MADE AVAILABLE BY OR ON BEHALF OF US SHALL CREATE ANY WARRANTY.

IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL WE, OUR AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR DAMAGES OR LOSSES INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES AND LOST PROFITS ARISING OUT OF THE TERMS OR YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY CONTENT, OR ANY WEBSITES OR MOBILE APPLICATIONS LINKED FROM THE SERVICES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

ANY CLAIM AGAINST US SHALL BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, FOR USE OF THE SERVICES; OTHERWISE, YOUR REMEDY WITH RESPECT TO ANY DISPUTE WITH US (INCLUDING WITHOUT LIMITATION YOUR USE OF THE SERVICES) IS TO DISCONTINUE YOUR USE OF THE SERVICES.

Indemnification

You agree to indemnify, hold harmless, and defend us, and our affiliates and licensors, and each of their respective officers, directors, contractors, agents, employees, successors and assigns from and against any and all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses and harms, including without limitation reasonable attorneys’ fees and fees of other professional advisers, arising out of or in connection with (i) your use of the Services, (ii) your online conduct, (iii) your violation or breach of these Terms of Use, (iv) your failure to comply with any applicable laws or regulations, (v) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person, or (vi) any of your dealings or transactions with other persons resulting from use of the Services. You shall not settle any such claim without our prior written consent. These obligations will survive any termination of these Terms of Use.

No Waiver

Our failure to enforce any provisions of the Terms of Use or respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of the Terms of Use or to act with respect to similar breaches.

Assignment and Binding Effects

You cannot assign these Terms of Use, or any rights or obligations herein, to any other person or entity and any attempted assignment in contravention of this provision is null and void and of no force or effect. We reserve the right to assign these Terms of Use, and any of its rights or obligations herein. These Terms of Use are binding upon each party and its respective successors, heirs, trustees, administrators, executors and permitted assigns.

Location, Governing Law, Arbitration, and Time Period Limitation for Bringing Claim

These Terms of Use are governed by, and must be construed in accordance with, the laws of the United States and the STATE OF NEW YORK, as applicable, without giving effect to their principles of conflicts of law. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions.

With respect to any and all disputes arising out of or in connection with the Services or these Terms of Use (including without limitation the Privacy Policy), the parties agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If we do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither party will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

All parties agree that all disputes arising under these Terms of Use that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association in the State of New York. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that we may seek any interim or preliminary relief from a court of competent jurisdiction in New York County, in the State of New York, necessary to protect our rights or property pending the completion of arbitration.

To the extent permitted by law, any claim or dispute under these Terms of Use must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred.

Contact Information

Please direct any questions, complaints or claims related to the Services or your use of the Services, or requests to use our copyrighted work or trade or service mark right to contact@panoply.fm.

General Provisions

These Terms of Use and the Privacy Policy referenced herein constitute the complete agreement between you and Panoply with respect to their subject matter and supersede any prior agreement or communication. If any term or provision of these Terms of Use shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not affect the other terms or provisions of these Terms of Use, or the whole of these Terms of Use, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of you and Panoply shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Use. Your obligations pursuant to these Terms of Use shall survive termination of any use by you of the Services, or these Terms of Use.

We reserve the right to modify or terminate the Services for any reason, without notice at any time. We also reserve the right to alter these Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, we will post an updated and revised Terms of Use on our websites or access from our mobile applications, which shall be effective on the date indicated. What constitutes a "material change" will be determined at our sole discretion, in good faith, and using common sense, standard industry practices and reasonable judgment.

We reserve the right to refuse to provide the Services to anyone for any reason at any time and may, but have no obligation to, remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Use.