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Terms

Terms of Use

By using the Panoply application, website, software downloads and any related services (collectively, the “Site”), a service of The Slate Group LLC d/b/a Panoply Media (“PM”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Beta Version Notice

Please note that this is currently a first release of the Site and may not contain all the features or have all the resources of the future releases. We have implemented and follow industry standard measures to protect against unauthorized access to personal information but recognize that no Internet site can fully eliminate security risks. Use of this Beta Version should be done only with full consideration of these significant risks.

Basic Terms

• You must be 18 years and older to use this Site and any related services.

• You are responsible for keeping your password secure.

• You agree not to alter or modify any part of the Site or any of its related technologies. Content on the Site is provided to you for your information and personal use only and may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose. We reserve all rights not expressly granted in and to the Site and the any and all content, information, materials, computer code, and software (collectively, the “Content”).

• You agree not to distribute any part of the Site in any medium without our prior written authorization. You further agree not to engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of Content of third parties obtained through the Site for any commercial purposes.

• You agree not to access Content produced by us or any third party through any technology or means other than the playback pages of the Site itself, client applications, or other explicitly authorized means we may designate.

• You further agree not modify another website so as to falsely imply that it is associated with us.

• You agree not to use the Site for any illegal or unauthorized purpose. International users agree to comply with all local laws regarding online conduct and acceptable content.

• In the event of the addition of any messaging capabilities you must not create or submit unwanted email to any Site members or use the Site to send spam.

• You must not, in the use of the Site, violate any laws in your jurisdiction (including but not limited to copyright laws).

• You must not impersonate any person or falsely state or otherwise misrepresent your credentials, affiliation with any person, or the origin of any information you provide;

• You must not engage in unauthorized spidering, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information;

• You must not obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site;

• You must not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activity conducted on the Site or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device or network;

• You agree not to circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise alter or interfere with (or attempt, encourage, or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of the Site. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;

• You must not take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;

• You must not upload or otherwise transmit any communication, software, or material that contains a virus or is otherwise harmful to our or our users’ computers, devices or systems; or

• You shall not engage in any other conduct that restricts or inhibits any person from using or enjoying the Site, or that, in our sole judgment, exposes us or any of our affiliates, users or any other third party to any liability, damages, or detriment of any type.

Violation of any of these terms may result in the termination of your account. While we prohibit such conduct and content on our Site, you understand and agree that we cannot be responsible for content posted, submitted, or otherwise made available on our Site or the conduct of other users. You further agree that nonetheless you may be exposed to such materials and that you use the Site at your own risk.

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 Site 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”):

An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

Identification of the copyrighted work or a representative list of the works claimed to have been infringed;

Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;

Your name, address, telephone number, and email address, so that we may contact you if necessary;

A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

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 authorized to act on the copyright owner's behalf.

You may notify our designated copyright agent either by mail to Copyright Agent, slateoffice@slate.com. Only copyright complaints should be sent to the Copyright Agent. All other feedback or comments should be addressed to slateoffice@slate.com. You acknowledge that if you fail to comply with all the requirements of this section, your DMCA notice may not be valid.

Change or Termination

We may change or terminate these Terms of Service for any reason at any time. We reserve the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Site, 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. Upon termination, you must cease all use of the Site, including any of the Content.

Privacy Policy

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

Links

The Site may contain links to other websites or online services that are operated and maintained by other persons and that are not under our control. Such links do not constitute an endorsement by us of those other websites or online services, the content displayed therein, or the persons associated therewith. These Terms of Service do not apply to such other websites and online services, and such websites and online services are not part of the Site. 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 SITE IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SITE, INCLUDING WITHOUT LIMITATION THE OPERATION OF THE SITE OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON THE SERVICES OR WITH RESPECT TO ANY WEBSITES OR SERVICES LINKED FROM THE SITE. THE SITE IS 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 SITE OR OTHERWISE BY US. FURTHER, THERE IS NO WARRANTY THAT THE SITE 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 SITE IS 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 SITE 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 SITE, INCLUDING WITHOUT LIMITATION ANY CONTENT, OR ANY SITES LINKED FROM THE SITE, 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 SITE.

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 Site, (ii) your online conduct, (iii) your violation or breach of these Terms of Service, (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 Site. You shall not settle any such claim without our prior written consent. These obligations will survive any termination of these Terms of Service.

No Waiver

Our failure to enforce any provisions of the Terms of Service 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 Service or to act with respect to similar breaches.

Assignment and Binding Effects

You must not assign these Terms of Services or any rights or obligations herein without our prior written consent and any attempted assignment in contravention of this provision is null and void and of no force or effect. We have the right to assign these Terms of Service, and any of its rights or obligations herein. These Terms of Service 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 Service 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 Site or these Terms of Service (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 Service 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 Service 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 Site or your use of the Site, or requests to use our copyrighted work or trade or service mark right to slateoffice@slate.com.

General Provisions

We reserve the right to modify or terminate the Site for any reason, without notice at any time. We also reserve the right to alter these Terms of Service at any time. If the alterations constitute a material change to the Terms of Service, we will notify you by posting an announcement of the changes together with a link to the new Terms of Service on the Site. We also reserve the right, but not the obligation, to email you these changes. 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 service 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 Service.