TERMS OF SERVICE

Thank You for joining Ponder! This Terms of Service summarizes Ponder's terms for providing service to you.  Your use of Ponder is conditioned upon your agreement to these terms and the Master Service Agreement between Ponder and your school found here.

USE OF SERVICE

Your Materials. Paper Services enable you to upload, send, store, receive, and share your materials on our system. To enable us to provide these Services to you, you grant Ponder a worldwide, royalty-free, non-exclusive, transferable, license to perform the acts with respect to all materials transmitted to Ponder including, without limitation, images, logos, artwork, graphics, pictures, scripts, music, interactive features and the trademarks, service marks and logos contained therein (“Materials”), solely as are reasonable or necessary to provide the Services including without limitation, the right to: (i) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of the Materials; (ii) use, exhibit, broadcast, publish, publicly display, publicly perform, distribute, promote, copy, store, and/or reproduce the Materials in any form on or through Paper Services; and (iii) utilize Materials to test Ponder’s technologies and processes. For all Materials, Ponder will comply with all student data privacy protections set forth in Ponder’s Privacy Policy. 

Paper Storage. Materials you upload to our Service will be hosted, stored, reproduced and distributed to you and those you choose to share them with. Ponder will use its commercially reasonable efforts to ensure your Materials are stored on our system, however you understand that inherent in electronic communications includes the possibility of transmission errors and that Ponder has no responsibility or liability for the deletion or failure to store any Materials and other communications maintained or transmitted by Paper Services. Upon termination of your Services, you will have thirty (30) days to download your data. 

Third-Party Product and Services. Paper Services may include scanners and other third-party hardware or software components or services (“Products”) subject to their own, separate license agreements, terms of services, and warranties. Your rights to such products are governed by separate user agreements and warranties that may be provided by the manufacturer of such Products, and any such warranty may pass to you upon your acceptance of the Products. You agree to use any paper trimming hardware provided by Ponder solely for the purpose of trimming paper and in accordance with Ponder instructions. Ponder is not responsible for Products and Ponder expressly disclaims all warranties for any Products and other hardware provided by or manufactured by Ponder, including but not limited to scanners, paper trimmers, and paper trimming accessories.

FERPA Compliance. You understand that Ponder is a tool for you and you are responsible for maintaining the privacy of your account and login in compliance with FERPA.

OWNERSHIP OF SERVICE

Ownership of Service. You acknowledge and agree that Ponder owns all right title and interest in and to Paper Services, including all patent, trademark and copyright in its products, software, and service. Ponder reserves all rights not expressly granted to you in your Agreement. You expressly disclaim any ownership or interest in Ponder or Paper Services, other than the limited license set forth in your Agreement. You agree that, except as otherwise expressly provided in your Contract, there will be no third party beneficiaries to the Terms. Unless expressly authorized in writing by Ponder, you agree not to reproduce, duplicate, copy, modify, resell, or exploit for any commercial purposes (i) any portion of Paper Services or (ii) use or access to Paper Services.

WARRANTIES 

You represent and warrant that You are solely responsible and liable for: obtaining all necessary consents, permissions, licenses and waivers from students, instructors, copyright owners, or any other individuals that may have a right to the Materials. 

INDEMNIFICATION

You agree to hold harmless, defend and indemnify Ponder, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, from and against any third party claims, including any claims from your employees or contractors, arising from or in any way related to or connected with your use of Paper Services, hardware provided by Ponder, your Material, your breach of any of these Terms, representation or warranties, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Ponder will provide you with written notice of such claim, suit or action. 

DISCLAIMER OF WARRANTIES 

PONDER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY FOR YOUR PURPOSES OF THE SERVICES, THAT THE USE OF PAPER SERVICES SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT PAPER SERVICES WILL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. PAPER SERVICES AND ANY MATERIAL TRANSMITTED BY OR THROUGH PAPER SERVICES, AND ANY HARDWARE PROVIDED BY PONDER, INCLUDING BUT NOT LIMITED TO PAPER TRIMMING ACCESSORIES, ARE PROVIDED “AS IS" AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PAPER SERVICES MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND PONDER IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, MISDELIVERY, UNTIMELY DELIVERY, DELIVERY FAILURES, DELETION OF DATA, FAILURE TO STORE DATA, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND PONDER’S REASONABLE CONTROL. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR OTHER MATERIAL UPLOADED, DOWNLOADED OR OBTAINED THROUGH THE USE OF THE PAPER SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE UPLOAD OR DOWNLOAD OF SUCH MATERIAL OR OTHER MATERIAL. YOU UNDERSTAND AND AGREE THAT ANY USE OR ATTEMPTED USE OF HARDWARE PROVIDED BY PONDER IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR PHYSICAL INJURY ASSOCIATED WITH THE USE OR ATTEMPTED USE OF SUCH HARDWARE.

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT PONDER OR ITS SUPPLIERS, RESELLERS, PARTNERS, OR LICENSORS OR ANY OF THEIR SUCCESSORS IN INTEREST (COLLECTIVELY HEREIN, “PONDER”) SHALL NOT BE LIABLE TO YOU OR ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PONDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF: (I) THE USE OR THE INABILITY TO USE PAPER SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM PAPER SERVICES; (III) YOUR OR A USER’S USE, MISUSE, RELIANCE ON, UNAUTHORIZED ACCESS TO, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON PAPER SERVICES; OR (V) ANY OTHER MATTER RELATING TO PAPER SERVICES. YOUR EXCLUSIVE REMEDY AND PONDER’S TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THE SERVICES, THE AGREEMENTS AND/OR THESE TERMS OF SERVICE FOR ANY REASON SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY YOU UP TO THE AMOUNTS YOU PAID DIRECTLY TO PONDER FOR PONDER FEES IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 8 AND 9 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

CHOICE OF LAW AND FORUM

Choice of Law and Forum. You agree that the Ponder Website shall be deemed a passive website that does not give rise to personal jurisdiction over Ponder, either specific or general, in jurisdictions other than the State of New York. You agree that the Terms and the relationship between you and Ponder shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Ponder agree that any action or proceeding arising from or relating to Ponder Agreements may only be brought in the State and Federal Courts located in Brooklyn, New York and you submit to the personal and exclusive jurisdiction of such venue. 

In the event of any inconsistency, conflict or ambiguity as to this Terms of Service and the Master Service Agreement, the terms of the Master Service Agreement shall control and supersede this Terms of Service.