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RELEASELY SUBSCRIBER AGREEMENT AND TERMS OF USE
Last Modified: November 5, 2020
Welcome to the Panel Subscriber Agreement and Terms of Use. This is an agreement (“Agreement”) between Mintbit, LLC (“Panel”), the owner and operator of www.panel.io and the Panel software, application, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your”, “User”, or “Subscriber”), a Subscriber of the Platform. The Panel Platform may offer Subscriber services (“Panel Services”) as applicable. Throughout this Agreement, the words “Panel,” “us,” “we,” and “our,” refer to our company, Panel, as is appropriate in the context of the use of the words.
By clicking “I agree”, subscribing to the Platform, and accessing or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Subscriber Terms or the Privacy Policy and may notify you when we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to the Agreement or the Privacy Policy please cease using our Platform immediately.
Users may be required to register on the Platform before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. All users are required to provide truthful, up-to-date, and accurate information when registering for our Platform and must be over the age of 18. We reserve the right to verify all user credentials and to reject any users. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify Panel immediately of any unauthorized use of your or your Authorized User’s (defined below) account or any other breach of security. Panel will not be liable for any losses you incur as a result of someone else using your or your Authorized User’s password or account, either with or without your knowledge. You may also create an account on behalf of your business or organization, where you create such an account you represent and warrant that you have the authority to enter into this Agreement on behalf of your business or organization.
After registering and properly paying for our Platform, where required, we shall grant you access to the Platform as permitted by us and in accordance with this Agreement. Your subscription does not grant you any ownership interest in the Platform or any Panel Services. If you breach this Agreement, your access to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.
The Platform may allow Subscriber to give access to its authorized users (“Authorized Users”). Authorized Users may include any clients of Subscriber or any third parties that may have access to any portions of the Platform as permitted by Subscriber. Subscriber agrees that it is solely responsible for all actions taken by Authorized User and all Authorized Users shall comply with all Subscriber obligations as set forth in this Agreement. Subscriber shall indemnify Panel for any and all Authorized User damages, breaches of this Agreement, or actions that may cause Panel harm. Panel may prohibit any Authorized User from accessing the Platform at its discretion.
The Panel Services may assist Subscribers in managing their help desk and change management tools with their clients. Subscribers may use the Platform and any Panel Services solely as permitted and provided for by Panel and in compliance with all applicable laws. Please be aware that any Panel Services, except as expressly stated otherwise, are offered on an “as is” basis and Panel makes no representations or warranties regarding any of the Panel Services offered. Panel reserves the right to modify, change, and/or discontinue any and all portions of the Panel Services at any time and may also remove or add Panel Services to any subscription levels at its sole discretion. Please be aware that any information generated during the use of the Panel Services are for general informational purposes and are considered User Content (defined below). Subscriber is solely responsible for all such information generated.
You acknowledge that the structure, organization, and code of the Platform, any Panel Services, and all related software components are proprietary to Panel and/or Panel’s licensors and that Panel and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications, copies, enhancements, derivatives, and other software and materials developed hereunder by Panel. You shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform or any portions of the Platform including any modifications, enhancements, derivatives, and other software and materials developed hereunder by Panel to others in violation of this Agreement. You shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by Panel. All rights not expressly granted in this Agreement are reserved for us.
Subscriber shall be exclusively responsible for its use or any of its authorized user’s use. Where a Subscriber submits any User Content (defined below), we are not responsible for such User Content including but not limited to monitoring access permissions or providing any services excluding the Panel Services. Additionally, you represent and warrant that: (1) you shall use the Platform solely for your internal commercial purposes; (2) you are duly authorized and have the power and authority to enter into this Agreement; (3) any User Content is not confidential; (4) that the User Content is owned or properly licensed to Subscriber and does not violate any third party agreements; and (5) you shall use the Platform only for legal and lawful purposes. Subscriber shall indemnify and hold Panel harmless for a breach of any provisions of this section.
We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
A Subscriber’s ability to submit or transmit any information through the Platform, including but not limited to user information, data, recordings, written content, images, videos, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations. When you submit any User Content to us, you grant Panel, its partners, affiliates, Users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform for the duration of this Agreement. User Content will not be shared with any third parties except as required to provide the Panel Services. Panel has no liability to Users for any User Content including all data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Platform. Specifically, Panel shall not be liable for any errors related to any User Content. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you.
Panel shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Panel shall have the right, but not the obligation, to remove or disable access to any User Content at its sole discretion.
When using our Platform, you are responsible for your use of the Platform. You agree to the following:
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform and we may pursue any legal remedy available to us under applicable law. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Panel reserves the right to suspend or terminate any account at any time.
Panel may offer the Platform or the Panel Services on a free trial basis or may make the Platform and Panel Services free for its beta users. Panel reserves the right to discontinue any free trials or free beta users at any time and without liability to us. Where you have signed up for a free trial, you agree at the expiration of your free trial you may be automatically subscribed to the Panel Services and your payment method on file may be charged.
Subscriber agrees to pay for all costs, fees, and taxes listed when purchasing access the Platform including any recurring subscriptions. Where you have properly paid for a subscription we shall grant you access the Panel Services and Platform. In addition, Subscriber agrees to timely pay any and all fees as charged. Subscriber may upgrade or downgrade its subscription at any time. All cards accepted by Stripe. Where applicable, you must agree to our third party payment processors’ terms and conditions for processing payments. All prices are listed in US Dollars. All information that you provide in connection with a payment or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Panel may suspend or terminate your access to the paid portions of the Platform and the associated Panel Services, without liability to us.
Where a Subscriber has purchased a subscription, your payment information shall be logged for your convenience. IF YOUR ACCOUNT HAS BEEN SET UP FOR AUTOMATIC BILLING, RELEASELY MAY CHARGE YOU AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR AUTOMATIC PAYMENT VIA YOUR ACCOUNT DASHBOARD. ADDITIONALLY, YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AND AGREE THAT YOUR SELECTED SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS YOUR INITIAL SUBSCRIPTION) UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION.
We want you to be satisfied with the Panel Services; however no refunds are available at this time when you subscribe to the Platform. If you have any questions regarding the subscription or our policies, please contact us.
Where Panel does not charge you taxes for any payments, you agree to pay any and all applicable taxes. Subscriber agrees that Panel cannot and will not provide Subscriber with any tax advice, any such questions should be directed to Subscriber’s tax attorney or other tax professional.
The pricing for all paid subscriptions is listed on the Panel Platform or within your account. Additionally, Panel may increase the price of any paid subscriptions or Panel fess charged, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Panel shall notify you and you will have the chance to accept or reject any price increase. Please notify us if you intend to reject a price increase. Where you have rejected a price increase this Agreement may be terminated immediately at our discretion. You agree that Panel has no obligation to offer any services for the price originally offered to you at sign up.
From time to time, Panel may place a hold (“Hold”) on a Subscriber’s account. Some of the reasons that we may place a Hold on Subscriber’s account include but are not limited to the following: (1) if we have reason that your services offered or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our payment processors or due to delayed payment; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Subscriber’s access to the Platform while such Hold is in place.
You may cancel your subscription at any time via your Panel dashboard or contacting us at www.panel.io. Please be aware that upon termination of your account, access to all or portions of our Platform may be become immediately disabled and any User Content stored may not be retained. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm Panel, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
Panel may employ standard security measures; however, you agree to exercise caution and common sense when using the Platform and agree that you will not submit any User Content that is considered confidential. Further, some or all portions of the Panel Services may be accessible by third parties based on Subscriber’s settings or the sharing of Subscriber’s unique URLs, Subscriber is solely responsible for any access by such third parties, whether such access is permitted or un-permitted.
Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. Although we may offer reasonable amounts of storage for any User Content, Panel does not make any guarantees regarding any storage limits or the fidelity, availability, or accuracy of any User Content stored on the Platform. Only Subscribers who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform or the Panel Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by the Platform without notice to you.
Panel or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Panel. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Panel’s products might seem similar to ideas you submitted to Panel. Where you submit any Submission, whether solicited or unsolicited, you agree that: (1) your Submissions and their contents will automatically become the property of Panel, without any compensation to you; (2) Panel may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Panel to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER RELEASELY, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY RELEASELY SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO RELEASELY, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. RELEASELY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. RELEASELY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. RELEASELY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND RELEASELY SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
IN NO EVENT SHALL RELEASELY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE RELEASELY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY RELEASELY’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD, WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless Panel, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
This defense and indemnification obligation will survive this Agreement and your use of the Panel Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
We take copyright infringement very seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using our Platform, please send us a message which contains:
You must sign this notification and send it to our Copyright Agent: Copyright Agent of Panel, team@panel.io or Mintbit, LLC 2099 Thunderhead Road, Suite 203, Knoxville, Tennessee 37922, United States of America
In the event that you receive a notification from Panel stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice to: team@panel.io or Mintbit, LLC 2099 Thunderhead Road, Suite 203, Knoxville, Tennessee 37922, United States of America.
This Agreement shall be governed by the laws in force in the state of Tennessee. The offer and acceptance of this contract is deemed to have occurred in the state of Tennessee.
Any dispute relating in any way to your visit to the Platform or the Panel Services shall be submitted to confidential arbitration in Knoxville, Tennessee. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically, in written briefs, or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for non-payment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Knoxville, Tennessee.
You may opt-out of this dispute resolution provision by notifying Panel within 30 days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to Mintbit, LLC 2099 Thunderhead Road, Suite 203, Knoxville, Tennessee 37922, United States of America, attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with Panel through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Knox County, Tennessee.
You and Panel agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with Panel are deemed to conflict with each other’s operation, Panel shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration sections.
This Agreement along with the Privacy Policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where this Agreement expressly and directly conflicts with the Privacy Policy, this Agreement shall control. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Platform.
The communications between you and Panel use electronic means, whether you visit the Platform or send Panel e-mails, or whether Panel posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Panel in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Panel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Subscriber and Panel. The relationship of the parties is as independent contractors. Subscriber has no authority (and shall not hold himself or herself out as having authority) to bind Panel and Subscriber shall not make any agreements or representations on Panel’s behalf without Panel’s prior written consent.
Where a Subscriber requires support for the Platform, please contact us at team@panel.io.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Panel must be sent to our agent for notice to: team@panel.io or Mintbit, LLC 2099 Thunderhead Road, Suite 203, Knoxville, Tennessee 37922, United States of America.