These terms and conditions (“Terms and Conditions”) are between 303 Holdings, Inc. d/b/a Pando and its subsidiaries or affiliates ( collectively “Pando” or “we”) and the individual accepting these terms (“Member” or “you or “your”) (together “the parties”) and govern your participation in community experiences, including community group interactions, and other products and services offered by Pando to community group Members (collectively referred to herein as the “Services”).
If the Member has also entered into an Income Pool Participation Agreement(s) or Business Income Pool Participation Agreement(s) (“Pool Agreement”), that agreement will govern the income pooling relationship and not these Terms and Conditions. Please note that acceptance as a Member does not guarantee acceptance into any Pool Agreement or arrangement.
By using our Services, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, please do not use our Services.
1. Acceptance and Eligibility.
1.1 Eligibility. You must be at least 18 years of age and have the legal capacity to enter contracts to use our Services. By accepting these Terms and Conditions you represent and warrant that you (a) are at least 18 years of age; (b) have read and understand and accept these Terms and Conditions; (c) do not reside in a country that is on the United States embargo countries list; (d) are not on the US Department of Treasury Specially Designated Nationals and Blocked Persons Lists (SDN); and (e) are not an individual who, by registering as a Member would cause that individual to be in breach of the laws of the country or jurisdiction in which that person resides or would cause any law or regulation of the United States or the laws of any applicable foreign jurisdiction to be violated. You further agree that these Terms and Conditions represent a binding contract governing your rights with respect to the Services and the relationship between you andPando.
1.2 Changes. We continuously are improving our business and as a result, these Terms and Conditions may change. We reserve the right to change these Terms and Conditions at any time. If we update these Terms and Conditions we will bring such changes to your attention by updating the date at the top of these Terms and Conditions, by placing a notice on Pandopooling.com or by sending a notice to the primary email address on file. Please review all updates. Once the Terms and Conditions have been updated, your continued use of the Services will constitute your acceptance of the updated Terms and Conditions. If you do not agree with the updated Terms and Conditions you are free to reject them by stopping your use of our Services.
1.3 Acceptance. Pando reserves the right in its sole discretion to accept or decline to accept any individual into the Pando community, for any reason including but not limited to availability of a community group that meets the requirements of both the individual seeking to join the community and the community group Members’ desired criteria for admitting new participants.
1.4 Discontinuation of Services. Pando reserves the right in its sole discretion to remove anyone from the Pando community or discontinue its Services or any part thereof at any time to any Member, for any reason, including but not limited to lack of payment for the Services, violation of the Terms and Conditions, or the community group Members’ decision to dissolve the group or their determination that the Member is not a good fit for the community group. If we remove you from the Pando community, or any event, activity, or other part of the Services, you will not be entitled to any refund, payment, compensation, or credit for unused or missed Services or costs that result from the termination of your participation.
1.5 Code of Conduct. Pando members are expected to abide by and act in accordance with Pando’s Code of Conduct (the“Code of Conduct”). If you are a member, the Code of Conduct is incorporated into these Terms and Conditions and by agreeing to these Terms and Conditions or by using the Services you are also agreeing to the Code of Conduct.
1.6 Privacy Policy. Please review our Privacy Policy for more information on how we collect and use your personal information. By registering to become a Member of a community group, you consent to Pando’s collection, use and sharing of your personal information to provide the Services and for other purposes as set forth in the Privacy Policy.
1.7 Member Content. The Services may allow Members to provide, share or post information, text, data, content, photos or videos, including as part of community group interactions (“Member Content”). You own your Member Content and you grant to Pando the worldwide, non-exclusive, royalty-free, fully paid up and transferable license to use, reproduce, distribute, transmit, modify, perform and display your Member Content as part of or in connection with the Services and for internal use. You represent and warrant that you have all right, title and interest in and to the Member Content and have the right to grant the licenses to Pando as described in this Section. You agree not to provide any Member or engage in any conduct that:
(a) is unlawful, illegal or unauthorized;
(b) is defamatory of any other person;
(c) is obscene, sexually explicit or offensive;
(d) advertises or promote any other product or business;
(e) is likely to harass, upset, embarrass, alarm or annoy any other person;
(f) is likely to disrupt our Web Properties in any way; or
(g) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(h) infringes any copyright, trademark, trade secret, or other proprietary right of any other person; or
(i) advocates, promotes or assists any violence or any unlawful act.
2. The Services
2.1 The Services. These Terms and Conditions govern your use of the Pando community including your community group(s) and your interaction with other members of the broader community. If you also decide to enter into one or more Income Pool Participation Agreement(s) (“Pool Agreement”), your relationship with Pando and the income pool participants who have entered into that agreement is governed by each Pool Agreement and not these Terms and Conditions.
2.2 Participants. The Services may involve interacting with other Members. You assume all risks when using the Services, including but not limited to all risks associated with any online or offline interactions with other Members. There is no substitute for exercising caution when communicating or interacting with any Member, particularly when meeting other Members in person. You acknowledge that Pando does not routinely screen its Members, verify all information provided by its Members, or conduct criminal background checks on its Members. In addition, you are solely responsible for protecting your intellectual property rights, including ensuring that you have sufficient confidentiality agreements in place with other Members before disclosing any confidential information in connection with any community group or with any other Member. You agree to take all necessary precautions when communicating or interacting with any other Members, either online or in-person.
2.3 Other Providers. Pando may organize and negotiate discounts or other benefits for its Members, including but not limited to discounts, free sessions, or facilitated community experiences by forming partnerships with other companies or individuals (“Other Providers”). All services or products provided by Other Providers or their personnel and employees are not subject to Pando’s supervision or control and are not endorsed, vetted or recommended by Pando. The Other Providers are solely responsible and liable for providing their respective products and services, unless otherwise specified, and your interactions, communications, or other dealings with such Other Providers, and any associated terms, conditions, warranties or representations, are solely between you and such Other Provider. Pando is not their agent and is not responsible or liable for their actions or inaction or for any loss or damage of any sort you may incur as the result of any products or services of, or your dealings with, such Other Providers. Pando makes no warranty, either express or implied, regarding the suitability, safety, or other aspects of any products, services, or facilities provided by any Other Provider. We encourage you to consult the policies and terms of an Other Provider to determine your rights with respect to their products or services.
2.4 Your Information. When you join a Pando community group you will be asked to provide certain information about yourself. You agree to provide accurate information and keep that information updated. Pando reserves the right to request documentation to verify any information requested from you in order to determine eligibility for certain products such as joining an Income Pool. Pando will treat the information you provide in accordance with our Privacy Policy.
2.5 Changes to the Services. We may discontinue, suspend, add to or change features of our Services at any time in our sole discretion and without notice to you. You have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to use our services.
2.6 Membership Changes. If you wish to discuss your membership options please contact clientsuccess@pandopooling.com.
3. Payments, Cancellations, and Refunds
3.1 Pricing. Pricing will be presented to you at the time that you sign up for the Services and will be provided to you in an invoice for the applicable Services including a description of the Services. Prices for the Services are subject to change at any time without notice. We may offer the Services for a period of time free of charge (“Free Trial Period”). At the end of such Free Trial Period, we may convert your membership for the Services to a paid subscription, unless you cancel prior to the end of the Free Trial Period.
3.2 Payment and Billing Information. You will be required to select a payment method and provide Pando, or its third party payment processor, with information regarding such payment method, such as your credit card (“Payment Method”). If you provide information regarding your Payment Method, you authorize us and our third party payment processors to store your Payment Method and other related information to automatically charge your Payment Method for all amounts due under these Terms and Conditions. You represent and warrant to Pando that such information is accurate and that you are authorized to use the Payment Method. You agree to pay Pando for all Services you select and in the event that Pando is unable to charge any amounts due to your Payment Method you agree to promptly provide a replacement Payment Method.
3.3 Recurring Payments. You acknowledge that the Services may require you to enroll in a recurring payment feature before you can participate in the Services. EXCEPT AS MAY BE PROHIBITED BY LAW, YOU UNDERSTAND AND AGREE TO SUCH RECURRING PAYMENTS AND THAT WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR ANNUALLY) TOYOUR PAYMENT METHOD WITHOUT FURTHER AUTHORIZATION FROM YOU AND WITHOUT FURTHER NOTICE (EXCEPT AS REQUIRED BY LAW), UNTIL YOU PROVIDE PRIOR WRITTEN NOTICE, AS SET FORTH BELOW, THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, EMAIL POOL_ADMIN@PANDOPOOLING.COM WITH A COPY TO FINANCE@PANDOPOOLING.COM.
3.4 Failure to Pay. Pando reserves the right to suspend any Services until any amounts due are received.
3.5 Discounts and Custom Pricing Plans. Pando reserves the right to at any time, for any reason, offer discounts or custom pricing to Members at our sole and absolute discretion. Offering pricing to another Member does not obligate us to provide the same pricing for future or similar instances.
4. Confidentiality
In order to work with Members in identifying other Members to form an Income Pool with, and from time to time in connection with the Pando community, Pando or other pool participants or Members may make available to you certain information, which is non-public, confidential or proprietary in nature (“Confidential Information”). The Member agrees to observe the provisions of these Terms and Conditions with respect to all Confidential Information.
Confidential Information shall include any information, data, or know-how, including, without limitation, ideas, Member names, business plans, concepts, trade secrets, technical know-how, product specifications and pricing, systems, plans, processes, procedures, techniques, methods, designs, customer and vendor lists, prospect lists, finances of Pando or other pool participants and any other information that Pando considers and treats as confidential, which is obtained directly or indirectly from Pando or Members in any form, including without limitation, documentary, tangible, oral, visual or electronic. The amount and type of Confidential Information to be disclosed is completely within the sole discretion of Pando or Members disclosing such Confidential Information. Confidential Information does not include information, technical data or know-how which (i) at the time of disclosure, is available to the general public, (ii) at a later date, becomes available to the general public through no fault of Member and then only after such later date, (iii) is received by the Member at any time from a third party without breach of a non-disclosure or confidentiality obligation to Pando or the other Members, (iv) as shown by proper documentation, is known to Member at the time of disclosure, or (v) as shown by proper documentation, is developed independently by the Member.
Member agrees not to disclose the Confidential Information except the Member may disclose the Confidential Information to its advisors, family members and agents (“Representatives”), to the extent necessary to permit such Representatives to assist the Member in considering joining an Income Pool and so long as they have been apprised of the confidential nature of the Confidential Information and the terms of these Terms and Conditions, and notwithstanding anything to the contrary contained herein, the Member may disclose to others that they have entered into these Terms and Conditions along with a general description of Pando without disclosing Confidential Information. The Member agrees that it will be responsible for any breach of these confidentiality provisions by any of its Representatives. The Confidential Information shall remain the property of Pando and/or the other Members who have disclosed the Confidential Information.
Pando agrees not to disclose to others without prior written consent that the Member is or has used the Services, that Pando is working with theMember to form an income pool or any confidential information of the Member provided to Pando. Notwithstanding anything to the contrary herein, Pando shall be permitted to disclose Confidential Information to third parties in connection with potential financing opportunities or sales and assignments of Pando’s rights to receive fees under Income Pool Agreement(s) including, but not limited to, potential financing sources, potential acquirors of such rights, and their respective affiliates, officers, directors, employees, agents and advisors (including, without limitation, attorneys, accountants, investment bankers and financial advisors); provided, however, that such persons are bound by confidentiality obligations to Pando with respect to the ConfidentialInformation that are at least as restrictive as those imposed on Pando herein.
The parties agree that monetary damages would not be a sufficient remedy for any breach of this Section and that, in addition to all other remedies, Pando and the Member shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The obligations under this Section shall survive termination of the Member’s relationship with Pando and its use of the Services.
5. Member Conduct and Content
Members agree to abide by the Pando Member Code of Conduct.
5.1 Member Release. Pando may film, video or photograph any Pando sponsored Member events and activities for use in membership programs, advertising, promotions, public relations and other commercial and business purposes. To the fullest extent permitted by applicable law, by entering a Pando sponsored event you and your guests consent to the use of your name, biographical details, image, actions, voice and/or and likeness and other limited information in any materials Pando chooses to publish in any medium in any territory, in perpetuity, without further authorization, approval or compensation, in any media, whether now known or hereafter devised, including, without limitation, broadcast, cable and satellite television, social media and the Internet (e.g., YouTube, other digital video platforms, etc.) and mobile platforms (including mobile applications) and for any other lawful business purpose (including commercial, merchandising and promotional purposes). You represent and warrant that you have the right to grant this consent and that such does not conflict with any other obligations to which you may be bound.
5.2 Cameras, Mobile Phones and Recording Devices. No cameras, videos or other recording devices, whether live-streaming or pre-recording, whether on a mobile phone or other medium, may be used while attending Pando sponsored events, including virtual events, without the prior permission of Pando and the individuals appearing in such video, picture or live-streaming.
5.3 Solicitation. Members may not solicit other Members directly for sales of services or products while attending any Pando sponsored event or meeting or via any Pando communication channel (e.g. Treehouse), without the prior written approval of Pando.
6. Indemnification & Release
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Pando and our officers, directors, agents, partners and employees (individually and collectively, the “Pando Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to your access to or use of the Services, your acts or omissions and your participation in any Pando sponsored activities or related to your Member Content.
If the Member has a dispute with one or more other Members, the Member shall release Pando (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
7. Disclaimers
Our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Pando is not responsible or liable for, and does not make any representations, warranties or guarantees regarding, the conduct of, or your interactions with, its Members and does not represent or warrant that our Services or any Member Content are accurate, complete, reliable, current or error-free.
In connection with the Services or in the process of recommending, forming or facilitating an Income Pool, Pando may provide information on its Members in individual or in aggregate form for informational purposes only. In no case should any information provided by Pando be taken as investment, tax or legal advice.
8. Dispute Resolution
Any claim or controversy arising out of or relating to these Terms and Conditions must be submitted to and settled as set forth in this Section. If any party to these Terms and Conditions alleges that any other party to these Terms and Conditions has breached any of the terms of these Terms and Conditions, then the party alleging breach will inform the other party of such breach in writing. Upon receipt of such notice, the allegedly non-performing party will have 30 days to cure the alleged breach. If the parties do not agree that effective cure has been accomplished by the end of the 30-day period, any party may submit the dispute to the American Arbitration Association (“AAA”) for binding arbitration in accordance with the AAA’s Commercial Arbitration Rules then in effect, as amended by this Agreement. The law applicable to the arbitration, including the administration and enforcement thereof, is the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended from time to time. The cost of the arbitration, including the fees and expenses of the arbitrator(s), will be shared equally by the parties, with each party paying its own attorneys’ fees; provided. The arbitrator(s) will be chosen in accordance with the AAA’s Commercial Arbitration Rules then in effect and will have the authority to apportion liability among the parties. The arbitration award will be presented to the parties in writing, and upon the request of any party, will include findings of fact and conclusions of law. The award may be confirmed and enforced in any court of competent jurisdiction. Any post-award proceedings will be governed by the Federal Arbitration Act. Nothing in this Section shall preclude any party from seeking interim equitable relief in the form of a temporary restraining order or preliminary injunction. A request by a party of a court for interim equitable relief shall not be deemed a waiver of the obligation to arbitrate hereunder.
Members may bring claims against Pando only on an individual basis and not on a class, representative or collective basis. You hereby waive all rights to have any dispute be brought, heard, administered, resolved or arbitrated on a class, collective, representative or mass action basis. Only individual relief is available and disputes of more than one Member or potential Member cannot be arbitrated or consolidated with those of any other Member or potential Member.
9. Governing Law
This Agreement shall be construed under and governed in accordance with the laws of the state of California, without regard to its choice of law principles.
