Panopto Pro or Free Beta End User License Agreement (“EULA”)

1. Acceptance of EULA. By accessing this website and using products and services (collectively, “Panopto Services”) provided by Panopto, Inc. and its affiliates (collectively, “Panopto”), you (i) agree to this EULA, (ii) agree to Panopto’s Privacy Policies available at https://www.panopto.com/privacy and incorporated by reference, (iii) affirm you are over 18 years of age or have parental or guardian consent to use Panopto Services, and (iv) affirm you are fully able to enter into, perform under, and grant the rights in this EULA. Panopto Services are not intended for those under 16 years of age. This EULA applies to you if you access or use Panopto Services, including if you contribute information, video content, audiovisual combinations, or other materials to Panopto Services. If you do not agree to this EULA, please do not use Panopto Services. Although Panopto will make reasonable efforts to notify you when significant changes are made to this EULA, you agree to periodically review the most recent version available at https://www.panopto.com/terms-of-service. Panopto may, in its sole discretion, update this EULA at any time and you agree to be bound by such updates.

2. Panopto Pro. Panopto Pro streaming hours are unlimited, subject to the limitations of “Excessive Use.” Panopto has determined that consumption of streamed hours beyond 10,000 streamed hours in any given month (“Excessive Use”) significantly exceeds ordinary and customary use and will require a purchase of streamed hours for the number of hours exceeding 10,000.

3. Accessing Panopto Services

3.1         You will create an account to access Panopto Services. You will provide accurate and complete information when creating your account. You will not use a third-party’s account without their permission. You are solely responsible for activities occurring on your account and you will keep your account password credentials confidential and secure. You will notify Panopto of unauthorized use of your account as soon as you are aware. Although Panopto will not be liable for your losses caused by unauthorized use of your account, you may be liable for the losses of Panopto or others due to such unauthorized use.

3.2         Panopto may access your user account or systems to (i) provide, maintain, and improve Panopto Services, (ii) aggregate usage data to improve Panopto Services, and (iii) verify your compliance with this EULA.

3.3         Panopto may, without liability, modify or discontinue your use or any aspect of Panopto Services at any time.

3.4         Panopto Pro streaming hours are unlimited, subject to the limitations of “Excessive Use.”  Panopto has determined that consumption of streamed hours beyond 10,000 streamed hours in any given month (“Excessive Use”) significantly exceeds ordinary and customary use and will require a purchase of streamed hours for the number of hours exceeding 10,000.

4. Access and Restrictions. Panopto grants you a nonexclusive, limited, nontransferable, revocable right to use Panopto Services as described in this EULA, and you will

4.1         use Panopto Services consistent with this EULA and applicable law,

4.2         not permit unauthorized parties from using or copying Panopto Services,

4.3         implement and use, and will not disable, access keys and encryptions provided with Panopto Services,

4.4         not copy, modify, decompile, disassemble, reverse engineer, or otherwise alter any part of Panopto Services,

4.5         not remove proprietary marks or confidentiality notices on Panopto Services,

4.6         not access User Content (as defined below) through any technology or means other than Panopto Services or other authorized means designated by Panopto,

4.7         unless otherwise permitted by this EULA or Panopto, not use Panopto Services for commercial purposes (e.g., (i) selling access to Panopto Services, (ii) selling advertising, sponsorships, or promotions on Panopto Services or User Content, (iii) using communication systems provided by Panopto Services (e.g., comments, email) for commercial solicitation purposes, (iv) soliciting Panopto Services users for commercial purposes),

4.8         not use automated systems (e.g., robots, spiders, offline readers) that access Panopto Services in a manner that sends more request messages to Panopto-utilized servers in a given period than a human can reasonably produce in the same period by using a conventional online web browser,

4.9         not collect, solicit, or harvest information relating to an identified or identifiable natural person (“Personal Data”) from Panopto Services or User Content,

4.10       not use load or performance testing tools on the production environment unless permitted otherwise by Panopto in writing, and

4.11       not use Panopto Services in a manner that (i) violates a third party’s privacy or intellectual property rights, or (ii) defames, harasses, intimidates, or bullies.

5. User Content. Panopto Services allows you and other users to import, publish, share, edit, host, and remix videos, audio, presentation materials, and other content (“User Content”). Whether or not User Content is published, Panopto does not guarantee User Content will remain private or confidential. Panopto does not own, control, monitor, or endorse User Content and will not be liable for User Content or its use on or outside of Panopto Services. You represent and warrant that

5.1         you have full rights to use, and to authorize Panopto and other Panopto Services users to use, your User Content and all information contained therein in the manner contemplated by Panopto Services and this EULA,

5.2         you have full rights and permissions to use the Personal Data of each person identified in your User Content,

5.3         your User Content and all information contained therein do not infringe the intellectual property rights of any third party, and

5.4         your User Content will not contain (i) misrepresentations, (ii) material that is obscene, exploitative, unlawful, defamatory, libelous, harassing, threatening, hateful, pornographic, ethnically or racially offensive, or encourages illegal or inappropriate conduct, (iii) advertisements or solicitations of business not otherwise permitted under this EULA, or (iv) material that impersonates another person.

Panopto may access User Content to (i) provide, maintain, and improve Panopto Services, and (ii) perform its obligations under this EULA. Panopto may remove or edit User Content or terminate your access to Panopto Services if it determines, at its sole discretion and without notice, that User Content violates this EULA. Further, Panopto may use, copy, modify, display, distribute, and retain your User Content to the extent permitted by law or this EULA for the sole purpose of operating Panopto Services and complying with law.

6. Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS EULA, PANOPTO SERVICES ARE PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANOPTO DISCLAIMS ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR COURSE OF PERFORMANCE.

7. Limitation of Liability. PANOPTO WILL NOT BE LIABLE TO YOU FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, REVENUE, OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THESE TERMS OF SERVICE REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, OR OTHERWISE, AND EVEN IF PANOPTO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

8. Indemnification. You will defend, indemnify, and hold Panopto and its successors, directors, officers, employees, and agents harmless from and against all claims to the extent such claims arise out of or relate to (i) your breach of this EULA, (ii) your negligence or willful misconduct, (iii) your non-compliance with applicable laws, rules, or regulations, or (iv) your User Content. This indemnification obligation will survive expiration or termination of this EULA.

9. Miscellaneous

9.1         Panopto takes protection of intellectual property rights seriously. If you have reasonable belief that a third party is infringing on yours or another party’s intellectual property rights in their use of Panopto Services, please notify Panopto at legal@panopto.com.

9.2         You will not assign this EULA or any right or obligation under it, by assignment or operation of law, without Panopto’s prior written consent.

9.3         New York State law governs this EULA. You consent to exclusive jurisdiction and venue in New York state or federal court located in New York County, New York State. No claims under this EULA may be brought by you more than 1 year after the cause of action arises. You irrevocably waive all right to a jury trial in actions or proceedings arising out of or related to this EULA.

9.4         Panopto will not be liable for failing to provide Panopto Services or performing its obligations under this EULA due to acts of God, natural disasters, war, civil disturbance, or government action where the cause is beyond Panopto’s reasonable control. If affected by a force majeure event, Panopto will use commercially reasonable efforts to resume performance as soon as possible.

9.5         Panopto’s delay or failure to exercise any right or remedy is not a waiver of that or any other right or remedy.

9.6         If a court of competent jurisdiction determines that any provision in this EULA is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

9.7         If you are in a region that requires a data processing agreement or addendum, please send an email to dataprotection@panopto.com and Panopto will provide you with the applicable terms.

9.8         This EULA comprises the entire agreement between you and Panopto.