Acceptance of Terms of Service.
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Eligibility. You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
Overview. The Services allow you to reserve, schedule, purchase, access and attend a wide range of recreational activities, events, event planning services and childcare services. ClassPanda does not own, operate or control any of the activities or services that are offered at or through such facilities, or guarantee the availability of particular activities or services. The type, quantity and availability of activities and services offered are determined by ClassPanda in its sole discretion.
Options. ClassPanda has various subscription and promotional plans, as well as non-subscription purchases and both free and paid services and products. These options (such as the ECE Services, described below) may be subject to additional terms and conditions. We reserve the right to modify, terminate or otherwise amend our offered options and plans at any time in our discretion. ClassPanda makes no representations or warranties on the quantity, availability, type or frequency at which any activities or other offerings will be available to you.
Plans. You will need to register for an Account (as further described below) before you sign up for a subscription or use any of our Services. A subscription starts on the date that you sign up for a subscription and submit payment via a valid Payment Method (defined below). Unless we otherwise communicate a different time period to you at the time of sign up or otherwise, each billing cycle is one month in length (a “Subscription Cycle”). When you sign up and purchase your ClassPanda subscription, your first Subscription Cycle will be billed immediately. Your ClassPanda subscription automatically renews each month, and we will automatically bill the monthly subscription fee to your Payment Method on the same date each month, until your subscription is cancelled or terminated. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). In the event your paid subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. If you add a subscription or if you pause, hold, resume, restart, postpone, cancel, upgrade or downgrade to a different subscription, all such subscriptions will be governed by these Terms of Service. Subscriptions will continue indefinitely until canceled or terminated.
Credits. If you have a membership, you will be allotted credits to be used to book activities during a Subscription Cycle. If you don’t use all of your credits before your Subscription Cycle ends, we will automatically rollover such unused credits for a period of 90 days. You may also happen to receive credits through purchasing credits individually, through other plans, refunds, credit-backs, or through other means and they will also expire with these same terms applied. If your subscription is canceled or terminated your unused credits will expire immediately. We will not refund your payment for any unused amount, and credits have no cash value outside of our Services. When your cycle automatically renews for the next month, you’ll automatically receive your new allotment of credits.
Activity Availability. The prices and number of credits needed to book a specific activity is based on a number of factors, including facilities, location, pricing, popularity, and other characteristics. ClassPanda does not guarantee the availability of particular activities, and availability may change at any time. ClassPanda determines the type, quantity, prices, discounts, credits, allocation and availability of activities in its sole discretion.
Reservations and Cancellations. As a ClassPanda user, you must reserve and cancel your activities through the Site. It is a breach of these Terms of Service if you reserve or cancel directly with an activity provider, independent of ClassPanda. We reserve the right to charge you the full amount that the activity provider charges for such activity and/or any applicable cancellation fees, and/or to suspend or terminate your subscription if you reserve or cancel directly with such activity provider.
The “ECE Service” is a network that connects you with early childhood education professionals and teachers (“Providers”) for ECE classes. These Terms of Service place certain restrictions on your use of the ECE Services, but you understand that ClassPanda is not a party to the relationship formed between you and a Provider. You may use ClassPanda to facilitate your receipt of the ECE Services, but ClassPanda can’t and won’t be responsible for making sure the ECE Services are actually provided or are up to a certain standard of quality, or for mediating disputes between you and Providers. ClassPanda similarly can’t and won’t be responsible for ensuring that information (including credentials) a Provider provides about himself or herself is accurate or up-to-date. We don’t control the actions of any Provider, and Providers aren’t our employees.
You and a Provider may choose to enter into a separate agreement outside of ClassPanda regarding the ECE Services (a “Supplemental Agreement”). We will not be a party to, and will not be responsible for enforcing, such Supplemental Agreement. We encourage you to use Supplemental Agreements, but we will not review their terms. If you choose to enter into a Supplemental Agreement, it must not, in any manner, conflict with these Terms of Service.
Enrollment in an ECE Class.
Providers shall routinely offer tours and open houses so that you can visit the location and premises of a Provider’s ECE class. You must attend such a tour or open house before enrolling your child(ren) in an ECE class.
While attending a tour or open house, you may inform the Provider that you would like to enroll your child(ren) in such Provider’s ECE class, and such Provider may send you an invitation to enroll your child(ren) in the ECE class (“Enrollment Invitation”) after the tour or open house. The Enrollment Invitation may include the duration of the ECE class and the specific price. When you receive an Enrollment Invitation, you must either confirm or reject the Enrollment Invitation within the time period as stated therein (“Enrollment Invitation Period”). When a Provider sends you an Enrollment Invitation, we will automatically share with you (i) the first and last name of Provider providing the Enrollment Invitation and (ii) a link to the Provider’s ClassPanda Account profile page. If you are unable to confirm or decide to reject an enrollment request within the Enrollment Invitation Period, any amounts collected by ClassPanda (via the Payment Processor, as defined below) for the Enrollment Invitation as described in “Fees for the ECE Services” below will be refunded to you.
If, after the tour or open house, you request to enroll your child(ren) in the ECE class via the Site, the applicable Provider will be required to either confirm or reject the enrollment request within the Enrollment Request Period specified when you send the request, or the enrollment request will automatically expire. When you submit an enrollment request via the Site, we will share with the applicable Provider (i) your first and last name, (ii) a link to your ClassPanda Account profile page and (iii) an indication of whether or not your have provided other information to ClassPanda, such as a verified email address, or a government ID. If the Provider is unable to confirm or decides to reject an enrollment request within the Enrollment Request Period, any amounts collected by ClassPanda (via the Payment Processor) for the requested ECE class enrollment as described in “Fees for the ECE Services” below will be refunded to you.
The applicable Provider, not ClassPanda, is solely responsible for honoring any confirmed ECE class enrollment(s) and making available any ECE class(es) reserved through the Site. You agree to personally inspect the premises of the ECE class via a tour or open house prior to your child(ren)’s attendance at any ECE class and acknowledge that ClassPanda is not responsible for the nature and/or condition of such ECE class.
A Provider may cancel an ECE class at any time before an ECE class begins. If a Provider has confirmed enrollment for an ECE class, and the Provider subsequently cancels such ECE class, (i) ClassPanda will refund to you the fees and deposit for such enrollment pursuant to these Terms of Service and (ii) you will receive a message from ClassPanda containing alternative ECE class options and other related information. If you request an enrollment from one of the alternative ECE class and the Provider associated with such alternative ECE class confirms your requested enrollment, then you agree to pay ClassPanda the fees relating to the confirmed enrollment for the alternative ECE Class, in accordance with these Terms of Service. If a Provider cancelled a confirmed enrollment and you have not received a message from ClassPanda, please contact support@ClassPanda.com. ClassPanda will have no liability to you for any such cancellations by a Provider.
If you cancel a requested ECE class enrollment before the requested enrollment is confirmed by the Provider, ClassPanda will cancel any pre-authorization to your Payment Method and/or refund any nominal amounts charged to your Payment Method in connection with the requested ECE class enrollment within a reasonable period of time.
If you wish to cancel a confirmed enrollment, either prior to or after your child(ren) have begun the ECE class, the cancellation policy of the Provider as described for the applicable ECE class will apply to such cancellation. The cancellation policy will specify when the deposit is forfeit due to a cancellation of a confirmed enrollment. Our ability to refund the ECE class fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. ClassPanda will initiate any refunds due pursuant to these Terms of Service.
Fees for the ECE Services.
You are responsible for paying the amounts due and payable by you in exchange sending your child(ren) to an ECE class (the “ECE Class Fees”). The ECE Class Fees shall be separate from any subscription fees you pay to ClassPanda. The ECE Class Fees payable will be displayed to you before you accept an Enrollment Invitation from a Provider and/or before you send an enrollment request to a Provider. ClassPanda will collect the ECE Class Fees from you either at the time of your acceptance of the Provider’s Enrollment Invitation or at the time of your enrollment request or upon the Provider’s confirmation of the enrollment request (depending upon your Payment Method).
You agree that ClassPanda may charge your Payment Method the ECE Class Fees for any Enrollment Invitation confirmed or enrollment requested in connection with such your Account. In order to establish an enrollment pending the applicable Provider’s confirmation of your requested enrollment, you understand and agree that ClassPanda, on behalf of the Provider, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your Payment Method for the ECE Class Fees or (ii) charge your Payment Method a nominal amount, not to exceed one dollar ($1), to verify your Payment Method. As a general rule, ClassPanda will collect the ECE Class Fees due once ClassPanda receives confirmation of your enrollment from the applicable Provider. If needed, you understand and agree that ClassPanda may keep attempting to continue charging or attempting to charge your account to collect the fees, which may potentially cause additional fees that you are responsible for. In instances in which ClassPanda is unable to collect ECE Class Fees in the ordinary course, ClassPanda may elect to collect ECE Class Fees at a later point in time.
ClassPanda is an online marketplace and platform (including content, commerce, directories, services, communication tools, news, guides, offline and online activities, business software, and other tools and services) designed for Parents to find and book Classes, Activities, Services, and Products (“Classes”) for the benefit of their child or children and for businesses, class providers, and instructors (“Providers”) to market, sell and conduct their Classes. These Classes include both offline and online Classes that can be delivered through the ClassPanda Digital Platform, other platforms, and other means.
As the provider of an online marketplace, tools, and platforms, ClassPanda does not own, create, sell, resell, control, or manage any Classes. ClassPanda’s responsibilities are limited to: (i) providing the Site as an online marketplace and platform (including, but not limited to the Partner Dashboard, Partner Site, and ClassPanda Digital Platform) to facilitate the sale, purchase, and conduct of Classes, and (ii) serving as the limited agent of each Provider for the purpose of accepting payments from a Parent on behalf of the Provider.
There are risks that you assume when dealing with other Users (including those who may be acting under false pretenses). While ClassPanda strives to provide a safe and welcoming environment for its Users, you agree that all of these risks are ultimately borne by you, and not ClassPanda. ClassPanda does not control the behavior of Users or the quality of the Classes. As a result, ClassPanda cannot guarantee the authenticity, quality, safety, legality, or appropriateness of the Classes.
Classes that take place through ClassPanda’s video chat platform are automatically recorded by ClassPanda (“Class Recordings”). We value student and Provider privacy, and our use of Class Recordings is extremely limited. Specifically, Class Recordings are in certain conditions, as determined by ClassPanda, made available to the Provider providing the Class in certain conditions, in order to allow them to review the Class Recording in order to improve their Classes or instruction, potentially provide a viewable copy to students who missed the Class or who wish to review the Class for their personal educational purposes, or who wish to use their Class Recordings for other business purposes including for business, educational, and training purposes – Provider is fully responsible in all conditions for complying with local, national, and international laws and privacy requirements including all content and obtaining consent of any parties in the Class Recordings.
Notwithstanding the foregoing, ClassPanda will also delete Class Recordings earlier than two years under the following circumstances: (a) upon the request of a Parent for the deletion of their child’s personally identifiable information, or (b) upon the reasonable determination of ClassPanda that a Class Recording should be removed to protect the privacy of certain Users or because of violations of these Terms of Service. We will not use Class Recordings containing images of you (or your children) for any other purposes without your express written consent.
By using the services, you consent to you and/or your child appearing in Class Recordings for the limited purposes set forth above.
Certain Provider Obligations
As a Provider, you must provide ClassPanda with any information requested in order for ClassPanda to list your Classes through its Services including but not limited to a description of the Classes and the price for the Classes.
ClassPanda has sole discretion as to which Classes we list on the marketplace and we reserve the right to reject any Classes or remove Classes from the marketplace for any reason. Additionally, ClassPanda has discretion to edit Class descriptions as needed to conform them to our marketplace standards.
ClassPanda has sole discretion as to which Providers are accepted into the marketplace and we reserve the right to reject any potential Provider and remove or suspend any Provider from the marketplace for any reason. ClassPanda may, but is not required to, conduct background checks on and interviews of Providers in its discretion and solely for its own benefit. As a Provider, you agree to provide written and/or electronic consent to such background checks and to participate truthfully in such interviews.
Each Provider is solely responsible for obtaining all licenses and other permissions required to offer or provide any Classes and ClassPanda assumes no responsibility for a Provider’s failure to obtain such licenses or permissions or otherwise comply with any applicable laws, rules or regulations.
You understand and agree that ClassPanda is not an insurer, agent or employer for you as a Provider. If a Parent purchases any of your Classes, any agreement you enter into with such Parent is between you and the Parent, and ClassPanda is not a party thereto. Notwithstanding the foregoing, ClassPanda is authorized to serve as your limited agent purely for the purpose of accepting payments from Parents on your behalf and transmitting such payments to you (minus our Fees). You acknowledge and agree that, as a Provider, you are responsible for your own acts and omissions while using the Services. With the sole exception of students enrolled in the applicable Class, and/or their Parents, you further agree that you will not share any Class Recordings made available to you by ClassPanda to any third parties.
Registration. To sign up for the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user Account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate
Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
Copyright Dispute Policy. You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like us, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content and learn more about the DMCA, please visit https://www.copyright.gov/legislation/dmca.pdf.
Rules of Conduct.
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services whether or not the actions were yours.
You represent, warrant and agree that you shall not (and shall not permit any third party to) either (a) take any action, (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, or (c) otherwise use or interact with the Services in a manner that:
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
impersonates any person or entity, including any of our employees or representatives;
includes anyone’s identification documents or sensitive financial information;
jeopardizes the security of your or anyone else’s Account; or
copies or stores any significant portion of the Content.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
Third Party Services. The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Payments and Billing.
Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOGIN TO YOUR ACCOUNT AND EDIT YOUR BILLING INFORMATION.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, CHECKING ACCOUNT DETAILS, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT YOUR ACCOUNT MANAGEMENT PAGE. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Subscription Services. Unless you opt out of auto-renewal, which can be done through your Account Settings, any Subscription Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to Account Settings. If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR ClassPanda ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, ClassPanda WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at support@ClassPanda.com.
Third Party Fees. In addition to fees we charge, activities or services available through the Site may also charge equipment or other amenity fees that you will be responsible for directly. For example, some activities or services might charge extra to rent equipment at a camp. Further, ClassPanda only gives you access to the activity or service for which you signed up on the Site (and at the specified time and location). The company or individual providing the activity or service may have additional fees for use of additional features or amenities.
Termination. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. Unless we communicate otherwise, following any cancellation you will continue to have access to your subscription through the end of your current prepaid Subscription Cycle, unless you cancel and receive a refund in which case your access will be terminated immediately. Note that if you do terminate your subscription, we reserve the right to charge a reactivation fee if you want to return to ClassPanda in future months or to restrict your access in future months. If you cancel your subscription or it is terminated for any reason, you will lose access to all activities, content, credits or features available through the subscription. Termination of the ECE Services are described in Section 5 above. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Terms of Sale. By purchasing any Services, including Offers, Deals, Discounts, Promotions, Offering, Product or participating in other available programs via the Site, you agree to these Terms of Service, including, without limitation, the Terms of Sale specified below.
In General. Descriptions of Services, Offers, Activities, and Products advertised on the Site are provided by the provider or other referenced third parties (each, a “Provider”). ClassPanda does not investigate or vet Providers. ClassPanda is also not responsible for any claims associated with the description of the Provider Offerings, Services, or Products. Pricing related to Provider Offerings, Products, Services, and other programs on the Site may change at any time at ClassPanda’ sole discretion without notice.
A Provider may advertise goods, services, or experiences on the Site, or with respect to Products, Services, or Offerings, supply items to ClassPanda, that require Provider to have an up-to-date regulatory authorization, license, or certification. ClassPanda does not verify, validate, or collect evidence of any regulatory authorization, license, or certification from any Provider. You should make whatever investigation you deem necessary and appropriate before purchase of any Service, Product, or Offerings. Providers are solely responsible for the Services, Products, or Offerings being provided or the care and quality of those items.
Gifts and Promotions. From time to time, we may make available gift cards for ClassPanda membership, or other types of promotions or promotional plans. Promotions and promotional plans may be redeemed as described in the specifics of the promotion and may be subject to additional or different terms. Promotions and promotional plans are only available to new customers that have never had a ClassPanda account before, are not transferable, can only be used once, cannot be combined with other offers, cannot be redeemed for cash, are void where prohibited, and may be subject to additional terms, conditions, and limitations.
Offers. Offers are redeemable for certain goods, services, or experiences offered by, or facilitated through, the Provider identified with the Offer. The Provider is solely responsible for redeeming the Offer and for the care and quality of all goods, services, and experiences it provides to you and for any and all injuries, illnesses, damages, claims, liabilities, and costs it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of an Offer or not. You waive and release ClassPanda and its subsidiaries, affiliates, partners, officers, directors, employees, and agents from any liabilities arising from or related to any act or omission of a Provider in connection with your use of an Offer, Activity, or the goods, services, or experiences a Provider provides.
Refer-A-Friend. ClassPanda’ Refer-a-Friend program (“RAF program”) is a promotional activity by which you may earn ClassPanda Credit if a non-ClassPanda customer you refer joins ClassPanda as a monthly paying subscriber and makes a qualifying purchase on the Site. You may earn up to a maximum of $100 in ClassPanda Credits over the lifetime of your participation across all referrals (“Lifetime Program Limit”). In order to be eligible to earn ClassPanda Credits through the RAF Program, you must be eligible to accumulate and redeem ClassPanda Credits, maintain a ClassPanda account in good standing and with an active paid subscription and be under the Lifetime Program Limit. To participate, refer friends who are not current ClassPanda subscribers and who have never purchased a subscription from the Site (“New User”) by sending them your personal referral link (“Unique Link”), available on the Site or provided to you as a recipient of a special offer. For a New User who accesses your Unique Link and, within the following seventy-two (72) hours (i) registers on the Site, and (ii) makes an initial purchase of a ClassPanda subscription priced at fourty-nine dollars ($49) or more (“Eligible Offer”), ClassPanda will, within a reasonable amount of time, post to your account any ClassPanda Credits you are eligible to receive, up to the Lifetime Program Limit. ClassPanda may provide various tools to help you disseminate your Unique Link. You may also share your Unique Link via email and social media. PLEASE NOTE THAT WHENEVER YOU DECIDE TO SHARE YOUR UNIQUE LINK, YOU MUST TELL YOUR FRIENDS THAT YOU ARE ELIGIBLE TO RECEIVE ClassPanda CREDITS (CREDIT THAT GOES TOWARDS A SUBSCRIPTION PLAN) IF THEY SIGN UP AND MAKE A QUALIFYING PURCHASE. Failure to disclose this information is a violation of these Terms of Service and ClassPanda may terminate you immediately from the RAF Program, disqualify you from participating in the RAF Program in the future and cause the forfeiture of any ClassPanda Credits in your account. ClassPanda reserves the right at any time to modify or discontinue the RAF Program, either temporarily or permanently (or any part thereof), with or without notice. ClassPanda will not be liable to you in the event of any modification, suspension or discontinuance of the RAF Program.
General. You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Service, the more restrictive or conflicting terms and conditions in these Terms of Service apply. Through our mobile applications, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the performance of the Services. When you make an In -App Purchase, you are doing so through either the Apple iTunes service or the Google Play service and you are agreeing to their respective Terms and Conditions, available at https://www.apple.com/legal/internet-services/itunes/us/terms.html and https://play.google.com/intl/en_us/about/play-terms.html). ClassPanda is not a party to any In-App Purchase.
Apple App Store and Adroid App Store. These Terms of Service apply to your use of all the Services, including the iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store and the Android applications, but the following additional terms also apply to the Application:
Both you and ClassPanda acknowledge that the Terms of Service are concluded between you and ClassPanda only, and not with Apple and Google, and that Apple and Google is not responsible for the Application or the Content;
The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms of Service as they are applicable to the Services;
You will only use the Application in connection with an Apple device and Android device that you own or control;
You acknowledge and agree that Apple and Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple or Google of such failure; upon notification, Apple’s and Google’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
You acknowledge and agree that ClassPanda, and not Apple or Google, is responsible for addressing any claims you or any third party may have in relation to the Application;
You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, ClassPanda, and not Apple or Google, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
Both you and ClassPanda acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
Both you and ClassPanda acknowledge and agree that Apple and Apple’s subsidiaries and Google and Google’s subsidiaries are third-party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as the third-party beneficiary hereof.
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
which users gain access to the Services;
what Content you access via the Services;
how you may interpret or use the Content; or
your participation in any activity or the ECE Services.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00.
ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with ClassPanda and limits the manner in which you can seek relief from ClassPanda. Both you and ClassPanda acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms of Service, ClassPanda’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as the third-party beneficiary hereof.
Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms of Service directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York, NY. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Costs of Arbitration. The Rules will govern payment of all arbitration fees. ClassPanda will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. ClassPanda will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Small Claims Court; Infringement. Either you or ClassPanda may assert claims, if they qualify, in small claims court in New York, NY or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Waiver of Jury Trial. YOU AND ClassPanda WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and ClassPanda are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and ClassPanda over whether to vacate or enforce an arbitration award, YOU AND ClassPanda WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions . ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor ClassPanda is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (7) below.
Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 335 Madison Avenue, Suite 7D, New York, NY 10017, postmarked within thirty (30) days of first accepting these Terms of Service. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms of Service’s arbitration agreement.
Exclusive Venue. If you send the opt-out notice in (6), and/or in any circumstances where the foregoing arbitration agreement permits either you or ClassPanda to litigate any dispute arising out of or relating to the subject matter of these Terms of Service in court, then the foregoing arbitration agreement will not apply to either party, and both you and ClassPanda agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York, NY, or the federal district in which that county falls.
Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with ClassPanda.
Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.
Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Except as expressly set forth in the section above regarding the Apple Application and the arbitration agreement, you and ClassPanda agree there are no third-party beneficiaries intended under these Terms of Service.
Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to admin@ClassPanda.com.
No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
Contact. You may contact us at the following address: ClassPanda, Inc., 335 Madison Avenue, Suite 7D, New York, NY 10017.
Effective Date of Terms of Service: March 19th, 2020