YOU SHOULD CAREFULLY READ THE FOLLOWING SCHEDULE PANDA TERMS OF USE AGREEMENT (THE "TERMS OF USE" OR "AGREEMENT"). IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK "REJECT". 

Welcome to Paconla Research Corporation ("Paconla" or "Company") and its affiliate SchedulePanda or Schedule Panda or SchedulePanda.com or www.schedulepanda.com or schedulepanda.com or www.SchedulePanda.com (the "Software" or "Application" or "Program" or "Service" or "Company").  The term Company may refer to either Paconla or the Service or both. The Software is accessible to you as an online service (Software, Application, Program and online services are also included in the definition, for the purposes of this document, of "Service", and visa versa). The terms you, You, user, and User shall refer to the individual agreeing to this Agreement.  When referring to "Service" in this document it shall be defined as all services and products associated with the Company, as well as its software and other intellectual property.  All of the Company and Service's screenshots, features, designs, pictures, photographs, and images are for illustrative purposes only and do not necessarily represent the true product; please see online demo for most up-to-date version.  The Company's intellectual property shall at no time be without limitation stolen, abused, harmed, copied, distributed or stored by the user.  All use of the Service is governed by the terms and conditions contained in this Agreement, including any future revisions. Also, the term Server or Servers for the purpose of this document refers to any and all computers used by the Company for data storage and retrieval purposes.  Any use of the Service not in accordance with the Terms of Use is expressly prohibited.

1. Eligibility.

   Your use and access to the Program is conditional upon your acceptance without alteration of the Agreement.  You represent that you are an adult in your country of residence and if you access, view or use the Service in a country other than your country of residence you are abiding by said country's definition of "adult" for legal purposed and any Canadian laws applicable. You agree to these Terms of Use on behalf of yourself and, at your discretion, for one (1) minor child for whom you are a parent or guardian and whom you have authorized to use the account you create on the Service.  If you have authorized the use of the Service for said minor you take full responsibility for the consequences of this authorization.

2. Ownership.

   All rights and title in and to the Service (including, though not limited to, any user accounts, titles, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, "applets" incorporated into the Program, transcripts of the chat rooms, character profile information, recordings of Software used in the Service, and the Program client and server software) are owned by the Company and/or its licensors. Use of any material or information, including images or photographs, which are made available through this Site in any manner unauthorized by the Company infringes upon copyright and trademark laws. The Service is protected by Canadian, United States, and international laws. However, this is not to say that the Service must abide by the Patriot Act due to reasons such as the servers used by the Company at not located within the borders of the United States of America.  The Service may contain certain licensed materials, and the Company's licensors may enforce their rights in the event of any violation of this Agreement. The User of the Service is strictly prohibited from reproducing, distributing or selling any aspect of the Service.  If any act is performed by the User that can be considered actually or potentially reproducing, distributing or selling any aspect of the Service it must be reported to the Company immediately.  Such an act would include but is not limited to the following: the reproduction of the Program in any material form; the distribution of the Program in any material form; re-transmission of the Program by any medium of communication; uploading and/or reposting the Program to any other site on the WWW; "framing" the Program on the Website with other material on any other WWW site.  You may not modify or copy the layout of the Program; nor any computer software or code contained in the Program.

3. Establishing an Account.

   You may establish only one (1) user account (the "Account") on the Service for yourself or for the combination of you and the minor for which you are taking responsibility. For the purpose of this Agreement the User of the Account will include any body that uses, interacts, or views the Service, registered or unregistered, consciously or unconsciously, deliberately or not deliberately.  To establish an Account, you will be required to provide the Company with certain personal information and confirm ownership of the email address which you provide to the Company. You agree that this email address can be used by the Company, its subsidiaries, parent companies, affiliates, or staff to contact you.  Your failure to supply accurate information to the Company when requested, or to update that information as it changes, shall constitute a material breach of this Agreement.
   

   During the registration process, you will be required to provide your email address and a new password that are unique to the Account (collectively referred to hereunder as "Login Information"). You may not share the Account information or the Login Information with anyone other than as expressly set forth herein.  The password that you create for the Service should not be the same as your existing email address password or any other password that can be reasonably guess by a body wishing to use the Account or Login Information for melicious intent.
   

   Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to the benefit of the Company. All data submitted through any interface owned by the Company is owned by the Company.
   

4. Limitations on Your Use of the Service.

   1. Only the Company and/or its licensees have the right to host the Software. You may not host or provide matchmaking services for the Software, or intercept, emulate or redirect the proprietary communication protocols used by the Company in connection with the Software, regardless of the method used to do so. Such prohibited methods may include, but are not limited to, protocol emulation, reverse engineering, removal of obfuscation, removal of white-space, modifying the Program or Service, adding unauthorized components to the Program, or using a packet sniffer while the Program or Service is running.
   2. You agree that you will not (i) modify or cause to be modified any files that are a part of the Program or the Service; (ii) create or use cheats, bots, "mods", and/or hacks, or any other third-party software designed to modify the Software experience; or (iii) use any third-party software that intercepts, "mines", or otherwise collects information from or through the Program or the Service. Notwithstanding the foregoing, you may update the Program with authorized patches and updates distributed by the Company, and the Company may, at its sole and absolute discretion, allow the use of certain third party user interfaces.
   3. You may not disrupt or assist in the disruption of (i) any computer used to support the Service (each a "Server"); or (ii) any other user's Software experience. ANY ATTEMPT BY YOU TO DISRUPT THE SERVICE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. You agree that you will not violate any applicable law or regulation in connection with your use of the Program or the Service.
   4. The Company reserves the exclusive right to create derivative works based on the Program or Service. You may not create derivative works based on the Program or Service without the Company’s prior written consent.
   5. You agree to use the Service with acceptable behavior, which includes but is not limited to respect for other users and the Company and its affiliates, subsidiaries, partners, parent companies, and staff.
      

5. Security of Login Information.

   You are responsible for maintaining the confidentiality of your Login Information, and you will be responsible for all uses of your Login Information, whether or not authorized by you. In the event that you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of your Login Information, you must immediately notify the Company by emailing security@paconla.com.

6. The Company's Absolute Right to Suspend, Terminate and/or Delete the Account.

   THE COMPANY MAY SUSPEND, TERMINATE, CANCEL, MODIFY, OR DELETE THE ACCOUNT AT ANY TIME WITH ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE. For purposes of explanation and not limitation, most account suspensions, terminations and/or deletions are the result of violations of this Terms of Use.

7. Changes to the Terms of Use Agreement or the Program.

   The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time and without notification to the User.  We recommend that the User check the Agreement before use of the Service to ensure that he or she complies with the Terms of Use.  These changes, modifications, additions, supplementation, or deletions to the Terms of Use refer to without limitation access policies, the availability of any feature of the Program, hours of availability, content, data, software or equipment needed to access the Program, effective with or without prior notice; provided, however, that material changes (as determined in the Company’s sole and absolute discretion) will be disclosed as follows: the Company may provide you with notification of any such changes to the Program through a patch process, or by email, postal mail, website posting, pop-up screen, or in-Software notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Program or Service and the Account. Your continued use of the Program or Service following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. The Company may change, modify, suspend, or discontinue any aspect of the Program or Service at any time. The Company may also impose limits on certain features or restrict your access to parts or all of the Program without notice or liability.

8. Termination.

   This Agreement is effective until terminated. You may terminate this Agreement by terminating the Account and informing the Company in writing.  After informing the Company in writing (i.e. electronic mail or mail sent through the Canadian postal system) the User must have received a confirmation response from the Company before the Agreement is to considered terminated.  In the event that you terminate or breach this Agreement, you will forfeit your right to any and all payments you may have made for pre-purchased Software or Services or access to Software. You agree and acknowledge that you are not entitled to any refund for any amounts which were pre-paid on behalf of the Account prior to any termination of this Agreement. The Company may terminate this Agreement with or without notice, and with or without reason, by terminating your Account. The provisions of this agreement shall survive any termination of this Agreement.

9. Warranty Disclaimer

   THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, AND THE COMPANY DOES NOT WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROGRAM OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT.

10. Limitation of Liability

    NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, LICENSORS OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR DAMAGE OR LOSS OF ANY KIND RESULTING FROM (A) THE USE OF OR INABILITY TO USE THE PROGRAM OR SERVICE INCLUDING WITHOUT LIMITATION LOSS OF GOODWILL, WORK STOPPAGE, MISSED WORK, SCHEDULING ERRORS, SCHEDULING OMISSIONS, COMPUTER FAILURE OR MALFUNCTION; (B) THE LOSS OR DAMAGE TO ACCOUNTS, STATISTICS, INVENTORIES, OR USER PROFILE INFORMATION STORED BY THE SOFTWARE OR THE SERVICE; OR (C) INTERRUPTIONS OF SERVICE INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL THE COMPANY'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICE. THE SERVICE IS PROVIDED DIRECTLY TO YOU FOR YOUR USE, AND THUS THE COMPANY SHALL NOT BE LIABLE TO NON-PAYING ACCOUNT HOLDERS SUCH AS YOUR STAFF MEMBERS.
    

11. Force Majeure

    The Company shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of the Company, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond the Company's control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, other natural disasters, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

12. Acknowledgments.

    You hereby acknowledge and agree that:
    1. The Company may, with or without notice to you, disclose your Internet Protocol (IP) address(es), personal information, and information about you and your activities in response to a written request by law enforcement, a court order or other legal process. The Company may use or disclose your personal information if the Company believes that doing so may protect your safety or the safety of others.
    2. THE COMPANY MAY RECORD YOUR CHAT SESSIONS AND OTHER ELECTRONIC COMMUNICATION TRANSMITTED OR RECEIVED THROUGH THE SOFTWARE OR SERVICE AND YOU CONSENT TO SUCH MONITORING OR LOGGING.
    3. You are wholly responsible for the cost of all telephone and Internet access charges along with all necessary equipment, servicing, repair or correction incurred in maintaining connectivity to the Servers.

13. Equitable Remedies.

    In the event that you breach this Agreement, you hereby agree that the Company would be irreparably damaged if this Agreement were not specifically enforced, and therefore you agree that the Company shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as the Company may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

14. Dispute Resolution and Governing Law

    1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and the Company agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding.  Such informal negotiations commence upon written notice from one person to the other. The Company will send its notice to your billing address and email you a copy to the email address you have provided to us. It is your responsibility to give the Company the correct email address and/or billing address. You will send your notice to Paconla Research Corporation, 560 Johnson Street, Suite 207, Victoria, BC, V8W 3C6, Canada, ATTN: Legal Department. 
    2. Binding Arbitration. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available that the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act or equal in Canada and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive the Company will not be obliged to pay, instead the arbitrator will suggest a new cost which will have to be approved by the Company before execution.  The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
    3. Restrictions. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
    4. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
    5. Location. If you are a resident of Canada, any arbitration will take place at a location within Canada best suited for both parties. For residents outside of Canada, any arbitration will take place at a location within Canada best suited for both parties.  Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within Canada, and you and the Company agree to submit to the personal jurisdiction of that court.
    6. Governing Law. Except as expressly provided otherwise, this Agreement shall be is governed by, and will be construed under, the Laws of Canada and the Laws of British Columbia.  Those who choose to access the Service from locations outside of British Columbia do so on their own initiative  and are responsible for compliance with Canadian and local laws if and to the extent the laws are applicable.

15. Miscellaneous.

    If you and the Company agree that any provision of this Agreement is unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.  However, said provision shall not necessarily be subject to consequences of unlawful acts. This Agreement is the complete and exclusive statement of the agreement between you and the Company concerning the Service, and this Agreement supersedes any prior or contemporaneous agreement, either oral or written, and any other communications with regard thereto between you and the Company. This Agreement may only be modified as set forth herein. The section headings used herein are for reference only and shall not be read to have any legal effect.

    All material on this website is, unless otherwise stated, the property of the Company. Copyright and other intellectual property laws (including trademark and industrial design) protect these materials. (Patent pending.)

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AGREEMENT AND AGREE THAT MY USE OF THE PROGRAM AND/OR THE SERVICE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE AGREEMENT.