Penji Terms of Service

 

Last Updated 8/4/20

 

Penji offers our web and mobile-based software together as a service (“Service”). The Services include, but are not limited to, a tutor scheduling platform that entities (“Entities”) may subscribe to and provide to their tutoring center staff, tutors, and learners (“Tutors” and “Learners”). Penji provides an account that enables a designated administrator (“Administrator”) to manage the Services, manage Learner and Tutor access to the Services, manage courses offered as a part of the Services, and other tasks for configuring the service to the Administrator’s preferences. “User” means any user of the Services, including Learners, Tutors, and Administrators. By using Penji, you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

 

Penji reserves the right to update and change the Terms of Service from time to time without notice. When changes are made, Penji will make a new copy of the Terms available at the Website. We will also update the “Last Updated” date at the top of the Terms. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. 

 

Violation of any of the terms below will result in the termination of your account (“Account”). While Penji prohibits such conduct and Content on the Service, you understand and agree that Penji cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

Account Terms

  • This Application is offered and available to users who are 13 years of age or older.

  • You must be a human. Accounts registered by “bots” or other automated methods are not permitted.

  • All users must be enrolled in a United States college or university and have a current and valid .edu email address.

  • You must provide a name, valid .edu email address, and password to sign up.

  • By providing your email address, you agree to receive emails from Penji, which will follow email marketing best practices, including the option to unsubscribe at any time.

  • Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you'd like.

  • You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have access to your account).

  • You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

  • Neither company nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of the application and you hereby release the company and its affiliates or licensors from any liability related thereto. Company and its affiliates and licensors will not be liable for any claim, injury or damage arising in connection with your use of the application.

Payment Terms

  • A purchase order will be used for payment on all accounts.

  • The Service is billed annually and is nonrefundable, either in full or partially, except for any guarantees or agreements made that allow for any refunds.

  • The Service is billed based upon the number of Tutors or Advisors (“Tutor/Advisor Count”) an Entity plans to have within Penji at the beginning of Service launch (“Launch”), which determines the annual plan cost for the upcoming year. To continue using the Service in any following year, Entity will submit an updated Tutor/Advisor Count at the time of subscription renewal, driving an updated annual plan cost for that respective year.

  • Annual plans are governed by a Payment Maximum after which point an increased Tutor Count does not result in a higher annual plan cost. The Entity can still add more tutors to the Service after this Payment Maximum with no upper limit. This Payment Maximum is unique to each Entity.

  • Delinquent subscriptions may be suspended or canceled at Penji's sole discretion.

Service Structure, Communities

 

Subscription by an Entity will result in ownership over a unique "Community" in the Penji platform that is customized for the Entity’s specific needs, per the agreement reached by Entity and Penji. This Community will lie within a unique "School Environment" that is only accessible to Users with an official email address from the Entity's parent institution. This School Environment may eventually host multiple communities alongside the Entity’s, administered either by other Entities from the parent institution or by Penji. Should no unique School Environment exist, Penji will create a School Environment so that it may host the Community(s) created for the Entity.

Entity understands that future communities may be added within the School Environment as Penji gradually supports a wider array of resources for its Users, which may include in-person support such as other on-campus tutoring centers and digital support such as a video-based private tutoring network. Penji commits that such communities will in no way interfere with, or add confusion to, the operation of the Entity’s community, and will be intended to act as supplementary options for the students to consider. The intent will be to offer a diverse array of uniquely valuable communities hosted in the specific university School Environment.

 

Penji will keep the Entity's unique Community separate from all other Communities within its School Environment, including User Accounts, User Content, and any other data originating from respective Communities, unless otherwise agreed to in writing by Penji and the Entity's responsible for each community.

 

Entity agrees that Learners who join the School Environment for the express purpose of using an Entity's community have the right to interact with other Communities on Penji, if they so choose, which may offer any variety of services, free-of-charge or paid.

 

Penji guarantees that Tutors who have joined under the employ of a partner Entity will remain solely under that Entity’s employ, and that these Tutors will only provide service within the Entity’s community, unless otherwise agreed to in writing between the Entity and Penji.

Cancellation and Termination

  • You can cancel your account at any time by calling Penji. Penji will confirm the cancellation with an email. It is your responsibility to ensure successful cancellation of your account by reaching out to Penji as above.

  • Some or all of your Content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled.

  • If you cancel the Service before the end of your current paid year, your cancellation will take effect immediately and you will not be charged again. The remaining value of your contract is nonrefundable as described previously.

  • Penji has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Penji service, for any reason at any time. 

Modifications to the Service and Prices 

  • Penji reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

  • Prices of all Services, including but not limited to annual subscription plan fees to the Service, are subject to change upon 30 days notice from Penji. Any change to price will only affect a subscribing Entity once the term of their current annual contract has expired.

  • Penji shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Copyright and Content Ownership

  • When you submit, post, email or otherwise distribute or publish any study guide, question, answer, testimonial, feedback, or other material ("User Content") within an in-app Community, you grant the Entity which owns that community a non-exclusive, unlimited, irrevocable, right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, and to make, use, reproduce, copy, display, publish, distribute, modify, sell, create derivative works based upon and otherwise use the User Content. For example, if Penji creates a Community for a subscribing Entity in which users post content, that Entity will own that and any other content created within that Community.

  • You will not remove, alter or conceal any copyright, trademark, or service mark incorporated in or accompanying the Penji Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit our Content.

  • The Penji name and logo are our trademarks and may not be used without prior written permission. In addition, all custom graphics, button icons, page graphics, and scripts are service marks and may not be copied or used, in whole or in part, without prior written permission.

  • Penji and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.

Software License

 

Penji grants you a limited, nonexclusive, nontransferable and nonassignable license to use the Service and to grant access to the Service to your staff and students as follows:

  • If your program offers a single tutoring experience, supporting a specific subject area or subset of students (for example, Engineering, a Writing center, or a Residence Hall tutoring program), you may subscribe to the “Basic” or “Advanced” plans.

  • If you are a campus-wide tutoring center covering multiple topical areas and/or tutoring types, we will prepare a “Custom Quote” for your program.

  • There is no limit to the quantity of users (Tutors, Learners, or Administrators) that can be added to any account.

 

The software that runs the Services constitutes confidential and proprietary information of Penji and embodies trade secrets and intellectual property protected under United States copyright laws, other laws, and international treaty provisions. All right, title, and interest in and to the Penji software, including associated intellectual property rights, are and shall remain with Penji. Clients and Users shall not attempt to access, translate, decompile, reverse engineer, distribute, remarket, or otherwise dispose of the Penji software or any part thereof. You may not download, use in any context apart from the Penji Services, or otherwise export or re-export the Penji software or any underlying information or technology.

 

General Conditions

  • Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.

  • You understand that Penji uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

  • You must not modify, adapt or hack the Service or modify other web sites as to falsely imply that it is associated with the Service, Penji, or any other Penji service.

  • You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Penji.

  • We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

  • Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Penji customer, employee, member, or officer will result in immediate account termination.

  • You understand that the technical processing and transmission of the Service, including your Content, may be involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

  • You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

  • Passwords must be kept secure and secret, and not shared with anyone, including administrators or officers of Penji. Said officers and administrators will never ask you to divulge your password. No user may attempt to use a single account to log in for two or more simultaneous sessions.

  • Penji does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.

  • You expressly understand and agree that Penji shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Penji has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (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 the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.

  • The failure of Penji to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Penji and govern your use of the Service, superseding any prior agreements between you and Penji (including, but not limited to, any prior versions of the Terms of Service).

 

Questions about the Terms of Service should be sent to contact@penjiapp.com

 

Jurisdiction

This Agreement is governed by Colorado law without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration will be governed by Colorado law and will be held in Denver, Colorado. The arbitrator will be an expert in the field of web software or services. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be no class action arbitration pursuant to this agreement.

About Penji

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support@penjiapp.com

720-248-7579

1719 Emerson St

Denver, CO, 80218