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Host an Event > Legal Information
By registering to host a Friends of Pangea Day event (and appear on our global map), all hosts agree to our terms of use:
Terms of Use: Please Read
FRIENDS OF PANGEA DAY TERMS OF USE AND END USER LICENSE AGREEMENT
This Friends of Pangea Day Terms of Use and End User License Agreement ("Agreement"), including the Pangea Day Privacy Policy ("Privacy Policy") which is incorporated by reference herein, constitutes a legally binding agreement made between you, whether personally or as the authorized representative of an entity ("you") and The Sapling Foundation (hereinafter referred to as "Pangea Day"), concerning your access to and use of the Friends of Pangea Day Kit (as defined below) and the Pangea Day website located at http://www.pangeaday.org ("Website").
1. General. Pangea Day's purpose is to tap the power of film to strengthen tolerance and compassion while uniting millions of people to build a better future (the "Purpose"). To achieve this Purpose, Pangea Day is organizing a global event that will feature films broadcast live from various locations throughout the world. You can actively participate in the movement and help achieve the Purpose by creating a local event in your community. Pangea Day 12 will make available kits that at present contain a Pangea Day Overview, Pangea Day Messaging with Call to Action, Pangea Day Broadcast information, Pangea Day Green Event Guidelines, Friends of Pangea Day Logos and Rules for Usage and Friends of Pangea Day Event Thought-Starters (collectively, the "Friends of Pangea Day Kit") that will help you to plan your event ("Your Event"). After you host Your Event, you can re-live and share with the world Your Event by uploading materials including but not limited to video, stories, photos, and a description of Your Event (collectively, "Upload") to the Pangea Day Website.
2. Eligibility. Pangea Day will knowingly provide the Friends of Pangea Day Kit only to parties who enter into this Agreement and are legally permitted to enter into binding contracts in the jurisdiction in which they reside. By using the Friends of Pangea Day Kit, you represent and warrant that: (a) all registration information you submit is complete, truthful and accurate; (b) you will maintain the accuracy of such information and update it as necessary to reflect changed circumstances; (c) you are legally permitted to enter into binding contracts in the jurisdiction in which you reside; and (d) your use of the Friends of Pangea Day Kits does not violate any applicable law or regulation. Without limiting any other termination rights under this Agreement, Pangea Day may terminate this Agreement and your use of the Friends of Pangea Day Kit immediately upon notice if Pangea Day in its sole discretion reasonably believes that you are not legally permitted to enter into a binding contract in the jurisdiction in which you reside or if the registration information is not complete and accurate in any material respect.
3. License Grant. Subject to the terms of this Agreement, Pangea Day grants you a non-exclusive, non-sublicensable, revocable as specified below, and non-transferable license to use, reproduce, distribute, publicly perform and publicly display the Friends of Pangea Day Kit (and materials contained therein) solely for the purpose of hosting Your Event as described in Section 1. Except as expressly set forth herein, this Agreement grants you no rights in the intellectual property of Pangea Day or any other party. If you violate the terms of this Agreement, Pangea Day may terminate this Agreement immediately upon notice, including without limitation your right to access and use or continue to use the Friends of Pangea Day Kit.
4. License Restrictions. Except as explicitly permitted by this Agreement, you represent and warrant that you shall not, and that you shall not permit or assist others to: (a) modify or create derivative works based upon the Friends of Pangea Day Kit; (b) rent, lease, loan, sublicense, resell or otherwise 13 transfer rights to or make any commercial use of the Friends of Pangea Day Kit; (c) remove any proprietary notices on the Friends of Pangea Day Kit; or (d) use the Friends of Pangea Day Kit in any manner that violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right. You agree to immediately notify Pangea Day of any activities, by you or others, in violation of this or any other provision of this Agreement.
5. User Representations and Warranties. 5.1 General. You represent and warrant that you will conduct Your Event in a safe manner and in accordance with all applicable laws, regulations and ordinances. You acknowledge and agree that you are solely responsible for damages or injury to, and/or any claims of, any person attending Your Event and for any persons or entities retained by you in connection with Your Event, and you will indemnify and hold harmless Pangea Day from and against any such damages or claims.
5.2 Uploads. If you elect to make an Upload to the Website, you are entirely responsible for the content of, and any harm resulting from such an Upload. When you create or make available an Upload, you thereby represent and warrant that: (a) the creation, distribution, transmission, public display and performance, accessing, downloading and copying of the Upload does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party; (b) the posting of the Upload on or through the Website does not violate the privacy rights, publicity rights, contract rights or any other rights of any person; (c) the Upload does not contain any viruses or other harmful or destructive content; (d) you have fully complied with any third-party licenses relating to the Upload, agree to pay for all royalties, fees and any other monies owing nay person by reason of any Upload posted by you to or through the Website; (e) the Upload is not obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party; (f) the Upload does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors; (g) if your employer has rights to intellectual property you create, you have either 14 (i) received permission from your employer to make available the Upload, or (ii) secured from your employer a waiver as to all rights in or to the Upload; (h) the Upload does not violate any state, federal or other law, statute or regulation designed to regulate electronic advertising; (i) the Upload does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation; (j) the Upload does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Pangea Day in its sole discretion; (k) the Upload does not contain content that endorses or promotes racism, sexism, anti-homophobic behavior, bigotry, hatred or physical harm of any kind against another group or individual; and (l) the Upload does not contain content that discriminates, incites harassment or advocates harassment of any group or individual.
6. Prohibited Activities. You may not use the Friends of Pangea Day Kit for any purpose other than as expressly permitted in this Agreement. Certain activities, even if legal, may violate the common rules of etiquette governing Uploads, as determined by Pangea Day in Pangea Day's sole discretion. Pangea Day reserves the right, in its sole discretion to investigate and take appropriate action (including but not limited to legal action) against anyone who, in Pangea Day's sole discretion, violates this provision. Prohibited activity includes, but is not limited to: (a) criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets; (b) advertising to, or solicitation of, any user to buy or sell any products or services; (c) using any information obtained from the Website in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; (d) interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website; (e) using any information obtained from the Website in order to harass, abuse, or harm another person; (f) displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Website on behalf of that person, such as posting blogs or bulletins with a commercial purpose; and (g) using the Website in a manner inconsistent with any and all applicable laws and regulations.
7. Intellectual Property Rights. The content of the Friends of Pangea Day Kit, including without limitation the text, graphics, photos, sounds, films and the like ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Pangea Day and are subject to copyright and other intellectual property rights under United States and foreign 15 laws and international conventions. Materials in the Friends of Pangea Day Kit are provided to you "AS IS" for your information and use only and, except as expressly permitted herein, may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Pangea Day reserves all rights not expressly granted in and to the Friends of Pangea Day Kit. You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted by Pangea Day, including any use, copying, or distribution of third parties' materials obtained through the Friends of Pangea Day Kit for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein.
8. Grant of License to Pangea Day. You will retain ownership of your Upload. By making an Upload to the Website, you hereby grant to Pangea Day a perpetual, non-exclusive, fully-paid, royalty-free, sublicensable worldwide license to use, modify, create derivative works of, publicly perform, publicly display, reproduce, rent, resell and distribute such Upload through the Website, in all media now known or hereafter created and in any other manner that Pangea Day may elect, in its sole discretion, subject to the condition that Pangea Day will provide you with worldwide attribution.
9. Pangea Day's Right to Manage the Website and Terminate Users. 9.1 Pangea Day Website Management. Pangea Day reserves the right but does not have the obligation to: (a) monitor the Website for violations of this Agreement; (b) take appropriate action (including, but not limited to, legal action) against anyone who, in Pangea Day's sole discretion, violates this Agreement, including without limitation reporting you to law enforcement authorities; (c) refuse, restrict access to or the availability of, or disable (to the extent technologically feasible) any user's Upload or any portion thereof that may violate this Agreement or any Pangea Day policies; (d) remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Pangea Day's systems; (e) prohibit repeat infringers from using the Website; (f) otherwise manage the Website in a manner designed to protect the rights and property of Pangea Day and others and to facilitate the proper functioning of the Website; and (g) restrict access or the availability of material that Pangea Day, in its sole discretion, considers to be in violation of Section 5, Section 6 or any other provisions of this Agreement.
16 9.2 Pangea Day's Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, PANGEA DAY RESERVES THE RIGHT TO, IN PANGEA DAY'S SOLE DISCRETION AND WITHOUT PRIOR NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE FRIENDS OF PANGEA DAY KIT AND THE WEBSITE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR ANY APPLICABLE LAW OR REGULATION.
9.3 Website Errors. The Website may contain inaccuracies or typographical errors. Pangea Day makes no representations about the accuracy, reliability, completeness, or timeliness of Website or any content thereon. The Website may, from time to time, experience or contain viruses, and users may, from time to time, experience Website downtime related to maintenance or problems. The use of the Website is at your own risk. Changes are periodically made to Website and may be made at any time.
9.4 No Guarantee. Pangea Day cannot guarantee and does not promise any specific results from use of Website. No advice or information, whether oral or written, obtained by you from Pangea Day or the Website shall create any warranty not expressly stated herein.
10. Term and Termination. This Agreement shall remain in full force and effect while you use the Friends of Pangea Day Kit. You may terminate your use or participation at any time. Pangea Day may terminate your use or participation at any time, upon notice. Even after your use and participation is terminated whether by you or by Pangea Day, certain provisions of this Agreement will remain in effect, including: Section 1 ("General"), Section 2 ("Eligibility"), Section 4 ("License Restrictions"); Section 5 ("User Representations and Warranties"), Section 6 ("Prohibited Activities"), Section 7 ("Intellectual Property Rights"), Section 8 ("Grant of License to Pangea Day"), Section 9 ("Pangea Day's Right to Manage the Website and Terminate Users"), Section 10 ("Term and Termination"), Section 11 ("Non-commercial Use by Users"), Section 12 ("Copyright Policy"), Section 13 ("Disputes with Pangea Day"), Section 14 ("No Warranty"), Section 15 ("Limitation of Liability"), Section 16 ("Indemnity"), Section 17 ("Modifications") and Section 18 ("Other").
17 11. Non-commercial Use by Users. The Friends of Pangea Day Kit is for your non-commercial use only, solely in accordance with this Agreement, and may not be used in connection with any commercial endeavors.
12. Copyright Policy. You may not post, modify, distribute or reproduce in any way any copyrighted materials, trademarks or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Pangea Day will terminate the access rights of any individual or entity that violates this prohibition. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any Upload or content on the Website infringes upon your copyrights, you may submit a notification pursuant to the U.S. Digital Millennium Copyright Act ("DMCA") Notice in the Pangea Day Website Terms of Use, section 6 Copyright and Rights.
13. Disputes with Pangea Day. All disputes arising out of or relating to this Agreement (including its formation, performance, or alleged breach) or your access to or use of the Friends of Pangea Day Kit, Uploads and Website, including without limitation your or others' downloading or consumption of the Friends of Pangea Day Kit and other materials available by means of the Website or third party websites, your uploading Uploads to the Website, or your purchasing of goods or services from third parties, will be exclusively resolved under confidential binding arbitration held in New York, New York in accordance with the rules of the American Arbitration Association. Notwithstanding the foregoing, Pangea Day has the right to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights. In the event of litigation to compel arbitration or to enforce an arbitration award under this Section, or to obtain an injunction under this Section, the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in New York, New York. In any such litigation, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other reasonable litigation expenses. This Agreement will be interpreted exclusively under the laws of the State of New York.
14. No Warranty. Pangea Day cannot control the nature of the content available on the Website. By operating the Website, Pangea Day does not represent or imply that Pangea Day endorses any Uploads or other content available on or linked to by the Website, including without limitation content hosted on third party websites, or that Pangea Day believes Uploads or other content to be accurate, useful or non-harmful. 18 YOU AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE AND THE FRIENDS OF PANGEA DAY KIT WILL BE AT YOUR SOLE RISK. THE FRIENDS OF PANGEA DAY KIT AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, PANGEA DAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND FRIENDS OF PANGEA DAY KIT AND YOUR USE THEREOF. PANGEA DAY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT, THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE OR THE FRIENDS OF PANGEA DAY KIT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR FRIENDS OF PANGEA DAY KIT, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. PANGEA DAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PANGEA DAY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
15. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANGEA DAY AND ITS CONTRACTORS OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, REGARDLESS OF THE 19 BASIS OR NATURE OF THE CLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ACCESS TO OR USE OF THE WEBSITE, UPLOADS AND FRIENDS OF PANGEA DAY KIT, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, NEGLIGENCE OR OTHERWISE, EVEN IF SUCH PARTIES WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PANGEA DAY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PANGEA DAY FOR THE FRIENDS OF PANGEA DAY KITS DURING THE TERM OF YOUR USE OF THE WEBSITE. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK.
16. Indemnity. You agree to defend, indemnify and hold harmless Pangea Day and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, "Pangea Day Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings ("Claims") arising out of or relating to: (a) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (b) your access to or use of the Website and Friends of Pangea Day Kit, including without limitation your or others' access of content or other materials available by means of the Website or Third-Party Websites, or your purchasing of goods or services from third parties; (c) any person attending Your Event or any persons or entities retained by you in connection with Your Event; or (d) your provision to Pangea Day of information or other data. The Pangea Day Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify or hold harmless the Pangea Day Indemnified Parties ("Indemnified Claim"). You shall not settle any such Indemnified Claim without the Pangea Day Indemnified Parties' written consent, unless such settlement (i) grants Pangea Day Indemnified Parties a full, complete and permanent release of all liability with respect to such Indemnified Claim, and (ii) does not (A) impose any obligation on the Pangea Day Indemnified Parties, (B) impair the rights of the Pangea Day Indemnified Parties, or (C) constitute or involve any admission of guilt, wrongdoing or culpability by or on behalf of the Pangea Day Indemnified Parties. Any settlement of any such Indemnified Claim by the Pangea Day Indemnified 20 Parties shall be subject to your written consent. However, if you do not approve a settlement that any of the Pangea Day Indemnified Parties desires to enter into, you shall be deemed to have consented to such settlement if you do not, within ten (10) business days after being notified of the terms of such settlement, post a bond, reasonably satisfactory to the Pangea Day Indemnified Parties, to assure the applicable Pangea Day Indemnified Parties of payment for all damages, liabilities, costs and expenses (including attorneys' and accountants' fees reasonably incurred) that Pangea Day Indemnified Parties estimates, in its reasonable business judgment, it may incur or be subjected to as a result of such Indemnified Claim.
17. Modifications. Pangea Day may modify this Agreement from time to time. If Pangea Day wishes to amend this Agreement, it may, at its option, send you an email requesting your acceptance of the modified Agreement. If you do not click to accept the modified Agreement, Pangea Day may, at its option, immediately terminate this Agreement.
18. Other. This Agreement constitutes the entire agreement between you and Pangea Day regarding the use of the Pangea Day Website and Friends of Pangea Day Kit, and may only be modified by a written amendment signed by both parties or as otherwise set forth in Section 17. Any right conferred on the parties by this Agreement (including any right of termination) shall be in addition to and without prejudice to all other rights and remedies available to them and their exercise or failure to exercise or delay in exercising any right or remedy shall not constitute a waiver by any of them of that or any available right or remedy. The failure of Pangea Day to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. You may not assign your rights under this Agreement to any third party; Pangea Day may assign its rights under this Agreement without condition.