A. By using or accessing (i) the website (the “Website”) offered by Panopto, Inc. and its affiliates (collectively, “Panopto”) or (ii) any Panopto products, software, platforms and services provided to you on, from, or through Panopto including the hosted service (collectively, the “Panopto Service”) you signify your assent to (1) these terms and conditions (“Terms of Service”) unless otherwise prohibited by the terms of Panopto’s agreement with your respective Licensee (as defined below) and (2) Panopto’s Privacy Policies, located at https://www.panopto.com/privacy and incorporated herein by reference . If you do not agree to any of these Terms of Service including the aforementioned policies, please do not use the Panopto Service.
B. Although we may try to notify you when significant changes are made to these Terms of Service, you should periodically review the most up-to-date version (located at https://www.panopto.com/terms-of-service). Panopto may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such amendments, modifications or revisions.
II. Panopto Service
These Terms of Service apply to all users who access or use the Panopto Service, including users who are contributors of information, video content, audiovisual combinations, and other materials on the Panopto Service (each a “User” and, collectively, the “Users”) including via license agreements entered into by Panopto’s customers in their capacity as licensees including, but not limited to, companies, organizations and higher education institutions (each a “Licensee” and, collectively, the “Licensees”). The Panopto Service may contain links to third party websites that are not controlled or owned by Panopto and Panopto does not have control over and does not assume any responsibility for, privacy policies, practices or content of any such third party websites. In addition, Panopto will not and cannot edit or censor the content of any such third-party site. By using the Panopto Service, you expressly release Panopto from any and all liability arising from your use of any third-party website. As a result, we recommend that you be aware of when you leave the Panopto Service and read any terms and conditions and the privacy policies of each third party website that you visit.
A. As a User and unless otherwise prohibited by the terms of Panopto’s agreement with your respective Licensee, you are hereby granted access to the Panopto Service as set forth herein as a result of your relationship with one of the Licensees of Panopto, provided that you (i) comply with these Terms of Service, (ii) use the Panopto Service for only legal purposes and as permitted by herein, (iii) refrain from distributing or copying any part of the Panopto Service in any manner without the express written consent of Panopto, (iv) do not reverse engineer, disassemble, decompile, modify, translate or otherwise alter any part of the Panopto Service including the underlying software or otherwise attempt to derive the source code of the Panopto Service including the underlying software, (v) do not prepare any derivative works based on the Panopto Service, and (vi) do not authorize any third party to do any of the foregoing.
B. In order to access certain features of the Panopto Service, you will have to create a Panopto account. You may never use another User’s account without permission of such User. When creating your account, you must provide accurate and complete information as may be requested by Panopto. You are solely responsible for the activity that occurs on your account and you must keep your account password confidential and secure. You must notify Panopto of any breach of security or unauthorized use of your account immediately to the extent you become aware of a breach or of unauthorized use. Although Panopto will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Panopto or others due to such instances of unauthorized use.
IV. Use of the Panopto Service – Grant of License and Restrictions
Panopto hereby grants you a nonexclusive, limited, nontransferable license to access and use the Panopto Service as set forth in these Terms of Service as a result of your relationship with one of the Licensees of Panopto, provided that (unless otherwise prohibited by the terms of Panopto’s agreement with your respective Licensee):
A. You agree not to distribute in any medium any part of the Panopto Service without the prior written authorization of Panopto, unless Panopto makes available the means for such distribution through functionality offered by the Panopto Service.
B. You agree not to alter or modify any part of the Panopto Service.
C. You agree not to access User Content through any technology or means other than through the Panopto Service itself or other explicitly authorized means Panopto may designate.
D. You agree not to use the Panopto Service for any of the following commercial uses unless you obtain prior written approval of Panopto:
E. Prohibited commercial uses do not include:
F. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Panopto Service in a manner that sends more request messages to Panopto utilized servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Panopto Service, nor to use the communication systems provided by the Panopto Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any Users of the Panopto Service with respect to their User Content.
G. In your use of the Panopto Service, you will comply with all applicable laws.
H. Use of load or performance testing tools on the production environment is prohibited without the prior written consent of Panopto.
I. Panopto reserves the right to discontinue any aspect of the Panopto Service at any time.
V. User Content
The Panopto Service may allow for the submission of videos and other forms of media, audio, presentations materials and other content, submitted by you and other users (“User Content”) and the sharing, importing, editing, hosting, remixing, and/or publishing of such User Content. You agree that whether or not such User Content is published, Panopto does not guarantee any privacy or confidentiality with respect to any submissions. For clarity, Panopto does not retain ownership rights in User Content and shall not be responsible for your User Content and the consequences of your publishing, posting or otherwise disclosing it. In connection with User Content, you hereby agree, represent or warrant that: (i) you own or have the necessary licenses, rights, consents and right, copyrights, permissions, patents, trademarks, trade secrets or other proprietary rights to use and authorize Panopto, and other Users of the Panopto Service to include and use your User Content in the manner contemplated by the Panopto Service and these Terms of Service and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name, likeness and information of each and every such identifiable individual person to enable inclusion and use of the User Content contemplated by the Panopto Service and these Terms of Service. You further agree that the User Content you submit to the Panopto Service will not contain material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you have the permission from the rightful owner(s) of the material to post the material and to grant Panopto all of the license rights granted herein. In addition, you agree that you will not (i) publish misrepresentations or falsities that could damage Panopto or any third party; (ii) submit material that is obscene, unlawful, defamatory, libelous, harassing, threatening, hateful, pornographic, ethnically or racially offensive, or that encourages conduct that would be considered a criminal offense, violate any law, give rise to civil liability, or is otherwise inappropriate; (iii) post advertisements or solicitations of business not otherwise permitted hereunder; or (iv) impersonate another person. Panopto does not endorse any User Content or opinion, recommendation, belief, or advice expressed therein, and Panopto expressly disclaims any and all liability in connection with User Content. Panopto also reserves the right to decide whether User Content is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Panopto may remove, deleted and edit such User Content and/or terminate a User’s access for uploading such material in violation of the Terms of Service at any time, without prior notice and at its sole discretion. Each Licensee and their respective Users hereby grant to Panopto a non-exclusive, royalty-free license to use, copy, modify, display and distribute User Content for the sole purpose of operating the Panopto Service and delivering the Panopto to the respective Licensee. Panopto may take any other action that it deems necessary relating to use or misuse of the Panopto Service. You understand and agree, however, that Panopto may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted to the extent permitted by applicable law. The foregoing terms of Section V may not apply to the extent prohibited the terms of Panopto’s agreement with your respective Licensee.
VI. Respecting Third Party and Panopto Rights
Panopto respects the rights of other parties and Licensees and Users must do so as well. Accordingly, you therefore may not use the Panopto Service in a manner that (i) violates or infringes someone else’s rights of privacy, publicity, trademark, patent, copyright, or other intellectual-property right, (ii) defames, (iii) harasses, intimidates or bullies or (iv) solicits or spams our Users. Additionally, you must respect the rights of Panopto and the Terms of Service do not grant you any right to (i) use logos, designs, videos, photographs, branding, marks, trademarks or any other materials used in the Panopto Service, (ii) archive, upload, copy, syndicate, download, display, broadcast, perform, distribute, make available, perform or otherwise use any portion of the Panopto Service or the content on the Panopto Service except as set forth in these Terms of Service or (iii) use the Panopto Service or any tools provided by the Panopto Service for any commercial purposes (except as permitted hereunder) without the consent of Panopto.
VII. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE PANOPTO SERVICE SHALL BE AT YOUR SOLE RISK OR THAT OF YOUR RESPECTIVE LICENSEE AS MAY BE SET FORTH PURSUANT TO THE TERMS OF PANOPTO’S AGREEMENT WITH YOUR RESPECTIVE LICENSEE. TO THE FULLEST EXTENT PERMITTED BY LAW, PANOPTO, ITS EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PANOPTO SERVICE AND YOUR USE THEREOF. PANOPTO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE PANOPTO SERVICE, USER CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE PANOPTO SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PANOPTO SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR UTILIZED THIRD PARTY SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PANOPTO SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PANOPTO SERVICE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PANOPTO SERVICE. PANOPTO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR PANOPTO SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PANOPTO SERVICE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PANOPTO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. PANOPTO DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE PANOPTO SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET USER’S REQUIREMENTS OR EXPECTATIONS OR (II) THE RESULTS OBTAINED FROM USE OF THE PANOPTO SERVICE WILL BE ACCURATE OR RELIABLE.
VIII. Limitation of Liability
IN NO EVENT SHALL PANOPTO, ITS EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF USER CONTENT OR CONTENT OF THE PANOPTO SERVICE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PANOPTO SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR UTILIZED THIRD PARTY SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PANOPTO SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PANOPTO SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PANOPTO SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PANOPTO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT PANOPTO SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
To the extent permitted by applicable law and not prohibited by the terms of Panopto’s agreement with your respective Licensee, you agree to defend, indemnify and hold harmless Panopto and its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Panopto Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Panopto Service.
X. Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Panopto Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Panopto Service. There are lots of other great websites and services for you and we encourage you to please talk to your parents or guardians about what sites are appropriate for you.
The Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Panopto without restriction.
You agree that: (i) the Panopto Service shall be deemed solely based in Delaware; and (ii) the Panopto Service shall be deemed a passive website that does not give rise to personal jurisdiction over Panopto, either specific or general, in jurisdictions other than Delaware. The Terms of Service shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles. Any claim or dispute between you and Panopto that arises in whole or in part from the Panopto Service shall be decided exclusively by a court of competent jurisdiction located in New Castle County, Delaware. These Terms of Service, together with Panopto’s Privacy Policies, located at https://www.panopto.com/privacy and any other legal notices published by Panopto on the Panopto Service, shall constitute the entire agreement between you and Panopto concerning the Panopto Service unless otherwise prohibited by the terms of Panopto’s agreement with your respective Licensee. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Panopto failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Panopto shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster or other similar event. Panopto reserves the right to amend these Terms of Service at any time and without notice and it is your responsibility to review these Terms of Service for any changes. Your use of the Panopto Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND PANOPTO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PANOPTO SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.