panOpen provides a platform that helps educators access, create, compile, and use various educational materials available through the internet at no cost to the educators and share these materials with their fellow educators and students, resulting in higher quality, lower cost, and more up-to-date and relevant course materials. At panOpen, we believe that learning is a collaborative effort among educators and students across institutions. [Therefore, in addition to breaking down the traditional walls between educators by allowing for the free exchange of educational materials, our platform also provides tools that educators can utilize in connection with the materials they make available through the service in order to track students’ engagement in the materials through actionable data.]
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 Services, you agree to these Terms of Service and all other operating rules, policies and procedures that we may publish from time to time, each of which is incorporated by reference and each of which we may update from time to time without notice to you.
Certain of the Services or Content may be subject to additional terms and conditions specified by us or other parties (“Additional Terms”). Your use of such Services or Materials (defined below) is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. Here are some examples of how these additional terms may come up:
Some Educators may make their Materials available only to the extent allowed by a certain Creative Commons License. In those situations the Additional Terms of the Creative Commons License shall apply to your use of the Materials in addition to these Terms and Conditions.
We may offer, either now or in the future, some additional features that are subject certain charges. As a result, those features may have additional payment terms that apply to those features but are not listed in these Terms and Conditions. When you use those additional features, you are agreeing to comply with those additional payment terms as well as these Terms and Conditions.
panOpen as a Venue. panOpen does not directly create or provide any of the educational materials available on the Platform (“Materials”). Rather, the Services act as a venue to allow users to offer, provide, distribute, produce and make available for download (“Share”) Materials for other users to collect, compile, and use in accordance with their educational and teaching needs. As a result, panOpen has no control over the quality, safety, morality or legality of any aspect of the Materials that Shared by users, the truth or accuracy of any descriptions or reviews, or the ability of Educators to provide Materials. panOpen does not transfer legal ownership of any of the Materials from the users who Share the Materials and user that obtains them. By using the Services, you agree that panOpen is not responsible or liable for any content or Materials, for example, text, information, data, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on the Services. Therefore, ultimately, you use the panOpen service at your own risk.
Eligibility. Although our goal is to create a large community of educators, academic institutions, and students to maximize the free exchange of materials, tools, and ideas, we also want to maintain a high level of quality in the materials that can be found on the Platform. Thus, we ask that you comply with a few very important eligibility requirements.
You represent and warrant that you are at least 13 years old. If you are under the age of 13, you may not use the Services under any circumstances or for any reason.
We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. We will try to make the Services available to as many people as we can, but 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.
You can obtain Materials through the Platform without registering for an Account on the Services (an “Account”), unless access to that certain Material has been restricted by the user who posted the Material or by the copyright holder. Please feel free to browse, download, and use any of the publicly available Materials. Additionally, if you are a Student user who is obtaining specific Material(s) through an Educator-provided URL, you may be able to access the Material available at that particular URL without registering for an Account, unless that material is restricted by the copyright holder. However, please note that any use of the Services, even without registering for an Account, shall be considered your agreement to these Terms of Services.
To Share Materials through the Platform, to use the Services as an Educator, and/or to perform certain functions in connection with a Library (defined below), you must register for an Account. There are three types of Accounts available: “Administrator,” “Faculty,” and “Student.” Each Account will provide a different level of access to the Services, including to the libraries through which users Share Materials on the Platform (each, a “Library”). Your Account type will depend on your status within your academic institution. “Administrator” and “Faculty” Accounts require a verified “.edu” email for registration. All Accounts require you to provide accurate, complete, and updated Account information updated.
Quality control, Material credibility, and accuracy and usefulness of the information provided by and through the Services depend on users creating accurate and respectful user profiles. Therefore, 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 your institutional affiliation), 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.
Student Accounts: Students do not need to register for an Account to use many parts of the Services, including to obtain publicly available content or content accessed through a URL provided by their Educator (unless that content is restricted by the copyright holder), but Students may want to register for an Account to take advantage of some additional features that may not be available to unregistered users, such as quizzing, analytics, and other tools intended to help improve student success.
Faculty Accounts: A user with a Faculty-level Account can Share Materials on his or her own behalf by adding the Materials into his or her individual Library. Faculty Users can open access to their Library and/or Materials to all users or they can choose to restrict access through the various settings on the Services. Faculty users may also be able to add Materials into the institutional or departmental Libraries with which they are affiliated by submitting the Materials to colleagues for review, and if approved, for Sharing through the institutional or departmental Library, as applicable. panOpen is in no way affiliated with the review or approval process.
Administrator Accounts: A user with an Administrator-level Account can either Share Materials: (1) on his or her own behalf by adding the Materials into his or her individual Library; or (2) on behalf of his or her academic institution and/or department by adding such Materials into the institution and/or department’s Libraries for which the user has Administrator credentials. Only an Administrator user with the appropriate permissions can add or remove Materials from an institution or department Library. An Administrator user can make his or her individual Library or certain Materials within his or her Library accessible by all users or restrict access through the various settings on the Services. When an institution or department authorizes the creation of an Administrator Account, it authorizes the user of the Account to add and remove Materials as well as open or restrict access. panOpen is not responsible in any manner for any actions or omissions of any Account user, but may reserve the right to terminate, restrict, or suspend unauthorized Accounts upon written notice from an institution or department.
Content. For purposes of these Terms of Service, the term “Content” includes, without limitation, Materials, 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. “panOpen Content” includes all Content except for the User Content.
Materials and Other User Content.
All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), including Materials and Reviews (defined below), 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, including intellectual property laws.
By submitting User Content through the Services, you do not transfer any right, title or interest to any of your User Content. You or your licensors retain all rights to your User Content (including Materials), subject to these Terms of Service and any Additional Terms.
Submitting and Sharing Content.
By Sharing any Materials, you represent and warrant that you may legally make such Materials available to other users in a manner consistent with your Sharing of the Materials.
By submitting any 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, and perform the User Content in connection with the Site and the provision of the Services, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites, feeds, and printed materials), and including after your termination of your Account or the Services. You agree that this license includes a right for panOpen to make such Content available to other companies, organizations, or individuals with whom panOpen has relationships for the provision of services and to use such content in connection with the provision of those services. You understand that panOpen may (a) transmit or distribute the Content over various public networks and in various media; and (b) make such changes to the Content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You agree that this license shall permit panOpen to take these actions.
For all User Content, including any Materials you Share with such users, you also hereby grant each user of the Services a non-exclusive, perpetual license to access and display locally your User Content through the Site, Platform, and/or Services. For User Content that is not your Materials, such as any reviews you contribute or post to the Services, you also grant each user of the Services a non-exclusive, perpetual license 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. In the case of your Materials, you also agree to allow users you have Shared such Materials with to use such Materials in a manner consistent with any Additional Terms you have attached to such Materials. When Materials are uploaded to the Services without Additional Terms or any other specifications or restrictions regarding use, we will designate it, and you hereby agree to the designation of such Material, as being offered under the Creative Commons “CC BY” license. We strongly encourage that all content submitted for use through the Services be designated as “CC BY,” although we recognize that such a designation may not be possible for in some cases. For more information about the CC BY license and other Creative Commons Licenses, please visit https://creativecommons.org/licenses.
You represent and warrant that you have all rights to grant the above licenses to us and our users 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.
All Content, whether panOpen Content or User Content, shall only be used in accordance with these Terms of Service and, if applicable, any Additional Terms. In the event of a conflict, inconsistency, or difference regarding the rights granted from Educators to other users, the specific Additional Terms will control (for example, for Materials licensed under a Creative Commons License, you will have the rights set forth in the applicable Creative Commons License).
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 lawful or accurate.
panOpen does not control the User Content. We reserve the right, but have no duty, to monitor User Content. You may find some Content to be offensive, harmful, inaccurate, or deceptive, or may face the risk of interacting with individuals under false pretenses. By using the Services, you agree to accept such risks and that panOpen (and panOpen’s officers, directors, agents, subsidiaries, joint ventures, and employees) is not responsible for any and all acts or omissions of users. Please use caution and common sense when using the Services or any Materials obtained through the Services.
Notices and Restrictions. panOpen Content may be 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) panOpen Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any panOpen Content for other than purposes of using the Services is expressly prohibited without prior written permission from us.
Availability of Content. We do not guarantee that any Content will be made available 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.
Educational Data. In some circumstances, Educators may be able to obtain data about their Students’ use of Materials, such as the amount of time a Student has spent reviewing such Materials. Additionally, if an Educator chooses to make such a feature available, Students may be able to view anonymized data that measures the student’s performance as compared to their classmates’ performance. Students shall have the ability to limit access to such data by selecting the appropriate settings on their Account. If a Student does not choose to limit an Educator’s access to such data (“Opt Out”), and for any period of time prior to a Student Opting Out, the Student will be deemed to have consented to panOpen’s sharing of such data with the applicable Educator.
Fees. At panOpen, our goal is to bring open source educational content into the mainstream, so we’ve made it a point to make content available without charge. Thus, you can join the panOpen community, use some features of the Services, obtain educational content in at least some form, and Share Materials without paying any fees. Occasionally, there will be charges associated with some of the extra tools or resources provided through the Services (“Tools”); for example, we may charge a fee for providing printed versions of Materials or for creating and providing flashcards, worksheets or other learning aides meant to accompany certain Materials.
Billing. In the event there are any charges associated with the Services, we will use a third-party payment processor (the “Payment Processor”) to process the payments. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. When purchasing products or services through the Services that require a fee, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any such items 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 the Payment Processor makes even if it has already requested or received payment.
Alternative Payment Methods: In some cases, in addition to accepting more traditional Payment Methods such as credit cards, we may allow Student users to purchase products using their educational financial aid funds and/or campus cards (“Alternative Payment Method”). In these cases, the acceptance of such Alternative Payment Method may be subject to the approval of the Student’s academic institution and any other applicable entity. We may require a backup Payment Method from the Student, which you hereby authorize us to change in the event that we are unable to process your Alternative Payment Method for any reason.
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 Account upon demand.
Institution Fee Share. If you are an administrator at an academic institution and would like to learn more about our policy on sharing fees with institutions, please click here.
Rules of Conduct.
As a condition of use, you promise not to use the Services in a manner that is not permitted by these Terms of Service. You are responsible for all of your activity in connection with the Services.
You shall not (and shall not permit any third party to) either (a) take any action or (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, that:
infringes any other person’s patent, trademark, trade secret, copyright, or other intellectual property right or right of publicity or privacy(see our DMCA Copyright Policy);
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, 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, except to the extent directly related to the educational goals of such Materials;
impersonates any person or entity, including any employee of any academic institution or of panOpen;
interferes with another user’s use and enjoyment of the Services;
undermines online reviews or feedback; or
includes anyone’s identification documents or sensitive financial information.
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 Platform (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; or (ii) modify, translate, or otherwise create derivative works of any part of the Platform. 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, such as to Google Drive when you store Materials, 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.
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 through the Services or contacting us at email@example.com. Any fees paid hereunder are non-refundable. Termination of your Account will terminate your individual Library and any copies of Materials you have stored in your Account, but additional copies of the Materials, including Materials you Shared, may remain on the Services; for example, in institutional Libraries or on other users’ Accounts. If we terminate your access to the Services and you would like a copy of any of your Materials, please contact us at firstname.lastname@example.org. 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.
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; or
how you may interpret or use the Content.
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.
By posting Content on panOpen, it is possible for an outside website or third party to re-post that Content. You agree to hold panOpen harmless for any dispute concerning this use.
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 FUNCTIONALITY OR USEFULNESS OF MATERIALS, 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.
You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Indemnification. Except to the extent prohibited by applicable statutory law, 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, Materials, 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) $500.00.
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, including its conflicts of law rules, 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.
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
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 Term 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 email@example.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.
You may contact us at the following address: 335 Madison Avenue, 4th Floor, New York, NY 10017
Effective Date of Terms of Service: May 13, 2014