Panameer Terms of Service

ACCEPTANCE

Welcome to Panameer’s Talent Marketplace (the “Marketplace”). Talent Marketplace is provided by Panameer SA (“Panameer,” “we” or “us”). If you do not agree to these Terms and Conditions, please do not use the Panameer and exit now.

We may revise these Terms of Use at any time without prior notice by updating this page and such revisions will be effective upon posting to this page. Please check this page periodically for any changes. If Panameer makes substantial material changes to the Terms and Conditions, we will ask that you acknowledge and accept the new terms and conditions in order to continue using Talent Marketplace. Your continued use of Talent Marketplace following the posting of any revisions to these Terms of Use will mean you accept those changes. We reserve the right to alter, suspend or discontinue any aspect of Talent Marketplace, including your access to it. Unless explicitly stated, any new features will be subject to these Terms of Use.

GENERAL ELIGIBILITY

Talent Marketplace is not intended for use by children under the age of 18. You must be at least 18 years old and have reached the age of majority in your jurisdiction of primary residence and citizenship to participate in Talent Marketplace.

You may not access or use Talent Marketplace if you are a citizen or national of any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Iran, Syria, Cuba, North Korea, Libya, and Sudan). Also, you may not access or use Talent Marketplace from any such country. If any applicable law, rule or regulation prohibits your access of Talent Marketplace, you may not access or use Talent Marketplace.

Former Panameer Partners and Principals are not eligible for Talent Marketplace. Additionally, only Panameer alumni who separated from the firm in good standing are eligible for Talent Marketplace.

If you have any questions regarding these Terms of Use, contact us at feedback@panameer.com.

PUBLIC AREAS AND ACCEPTABLE USE

Talent Marketplace may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, groups, forums, independent talent communities and/or other message or communication facilities (“Public Areas”) that allow users to communicate with other users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable purposes.

Without limitation, while using the Service, you may not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Panameer staff.
Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
Use Talent Marketplace for any wrongful purpose, including, but not limited to violation of local, state, national, or international law.
Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage or interfere with the operation of another’s computer.
Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
Advertise or offer to sell any goods or services for any commercial purpose through Talent Marketplace which are not relevant to the services offered through Talent Marketplace.
Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments.
Participate in matching events in a manner that could be interpreted as “spamming” to Panameer. Spamming is strictly prohibited.
Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Service.
Restrict or inhibit any other User from using and enjoying the Public Areas of Talent Marketplace.
Imply or state that any statements you make are endorsed by Panameer, without the prior written consent of Panameer.
Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Service in any manner.
Hack or interfere with the Service, its servers or any connected networks.
Adapt, alter, license, sublicense or translate Talent Marketplace for your own personal or commercial use.
Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Panameer.
Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
Use Talent Marketplace to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of Talent Marketplace as set forth herein.
Use Talent Marketplace to collect usernames and or/email addresses of Users by electronic or other means.
Register under different usernames or identities, after your account has been suspended or terminated.

You understand that all submissions made to Public Areas will be visible to all other Talent Marketplace members and that you will be publicly identified by your name or login identification when communicating in Public Areas, and Panameer will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

WHO MAY USE TALENT MARKETPLACE

You may only use Talent Marketplace if you are at least 18 years of age. In order to access certain features of Talent Marketplace, including, without limitation, the price setting event functions, profile editing, and viewing opportunities.

If you do not qualify under the foregoing eligibility requirements, you cannot use Talent Marketplace. In the event that you are a person who does not meet the eligibility criteria set out above but nevertheless registers and uses Talent Marketplace, as a non-eligible party you will still be bound to all the terms and conditions of this Agreement and shall have all the obligations, responsibilities and liabilities as would an eligible entity or person that is a party to this Agreement. Panameer reserves the right to remove any user at any time at own discretion.

PASSWORDS, SECURITY, AND ACCOUNTS

You will need to set up an account in order to use some of the features of Talent Marketplace. You may not use a third party’s account without Panameer’s permission. When you are setting up your account, you must give accurate and complete information. This means that you cannot set up an account using a name or contact information that does not apply to you, and you must provide accurate and current information on all registration forms that are part of Talent Marketplace and update us promptly after any information you have previously provided changes. You may only set up one account. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. If you become aware of a breach of security with respect to your username or password, you must immediately notify Panameer Talent Marketplace team by emailing Feedback@panameer.com.

You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission or by your failure to provide and maintain accurate and current information. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, or because of your failure to provide and maintain accurate information, you may be liable. Panameer reserves the right, acting in its sole discretion, to accept, reject or cancel registrations for this Talent Marketplace. Panameer may revoke your Registered User status at any time.

CHANGE AND ACCESS TO TALENT MARKETPLACE

You understand and agree that no representation or warranty is made with respect to the functionality or availability of Talent Marketplace, and that all or any portion(s) of Talent Marketplace may for a variety of reasons be unavailable to you for use either temporarily or permanently without notice. Panameer reserves the right in its sole discretion, without notice, to suspend your access to parts of Talent Marketplace or to change the content, presentation, performance, or functionality of Talent Marketplace. Panameer reserves the right to monitor, edit and remove any content available on Talent Marketplace, but does not have the obligation to do so.

Talent Marketplace is provided “as is,” without any warranty, and your use of Talent Marketplace is at your own risk. You agree that Panameer, its licensors and suppliers will not have any liability due to your inability to access Talent Marketplace, any portion thereof or any related data or information, and will not have any liability in connection with the loss or destruction of any such data or information.

AWARDING THE WORK

Panameer will award the work at its sole discretion. Although cost will be considered in selecting who we award the work to, it is only one factor in our decision making, and we reserve the right to select or reject any submission in our sole discretion. The person who is awarded the work will be notified via Talent Marketplace and must then complete Panameer’s independent talent onboarding process, including worker classification, compliance, and background checks. In the event of problems with that process, Panameer reserves the right to revoke the award and select a different participant or service provider. Anyone not awarded the work will be notified via email.

COPYRIGHT, TRADEMARK, AND INTELLECTUAL PROPERTY

Except as otherwise indicated, Talent Marketplace and its entire content (including, but not limited to, the text, photographs, information, graphics, images, sound, and animation) are owned by Panameer or its licensors and are protected by domestic and international copyright, trademark, patent, and other intellectual property laws. All copyrightable text and graphics, the selection, arrangement, and presentation of all materials (including information in the public domain), and the overall design of Talent Marketplace are Panameer’s. All rights reserved. We hereby give you permission to download and print materials from our Talent Marketplace for the sole purposes of viewing, reading, and retaining for reference the materials for your personal, internal and non-commercial use without the right for you to distribute any of the same further. Any other copying, distribution, retransmission, or modification of information or materials on Talent Marketplace, whether in electronic or other form, without our express prior written permission is strictly prohibited. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the material on Talent Marketplace. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable laws. All trademarks, service marks, and trade names are proprietary to Panameer or other respective owners that have granted us the right and license to use their marks.

You agree to take reasonable security precautions to maintain the confidentiality of Talent Marketplace and all information contained in or accessed via Talent Marketplace, and you may not share any of the same with any third party.

We respect the intellectual property of others, and we ask you to do the same. We may, in appropriate circumstances and at our sole discretion, terminate the access of users who infringe the copyright rights of others. If you believe that your work has been copied and is accessible at our Talent Marketplace in a way that constitutes copyright infringement, or that our Talent Marketplace contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify us by providing our copyright agent the information required by the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. 512. If you believe that you or someone else has violated the above, please contact Panameer immediately at Feedback@panameer.com. Repeat infringers will be blocked from accessing Talent Marketplace. You understand that we own all photographs uploaded by you and we may copyright material containing such photographs. All right, title and interest in and to Talent Marketplace, including without limitation all related information and technology, shall remain with Panameer and/or its licensors, and you shall have no rights in or to the same. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Panameer ‘ or its licensors’ ownership of or rights with respect to the same.

COMPLIANCE WITH LAWS

You will comply with all applicable domestic and foreign laws, rules and regulations in connection with your use of Talent Marketplace.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify and hold Panameer and its respective partners, principals, employees, officers, directors, agents, affiliates, business associates, licensors, third party providers of service and subcontractors and insurers harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses in connection with any claim arising out of or in connection with any content or information posted or transmitted by you using Talent Marketplace or that otherwise arise out of your use of Talent Marketplace or that of any other third party who is given or gains access to Talent Marketplace due to your action or inaction. At any time, Panameer has the right to forego the indemnification and assume the defense of any claim. Notwithstanding the foregoing, it is not the intent of the parties to affect the rights of Panameer’s insurers to assume the defense or settlement of any claim against Panameer for which insurance coverage is sought under any Panameer policy.

DISCLAIMERS AND ASSUMPTIONS OF RISK

Talent Marketplace and all information provided to you hereunder are provided “as is”, “as available”, and to the maximum extent permitted by applicable law, Panameer and its respective officers, directors, partners, principals, personnel, affiliates, business associates, licensors, third party providers of services and subcontractors (collectively and inclusive of Panameer, the “Panameer Parties”) disclaim all warranties with respect to the same, express, implied and statutory, including without limitations any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service and uninterrupted service. This agreement is not an offer of any financial, tax, accounting, legal or other professional services or goods.

LIMIT OF LIABILITY

To the maximum extent permitted by applicable law, the Panameer Parties shall not be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation damages for lost profits or revenues, goodwill, work stoppage, security breaches, viruses, computer failure or malfunction, use, data or other intangible losses or commercial damages, even if any such parties are advised of the possibility of such losses, arising under or in connection with this agreement, Talent Marketplace, the use or inability to use the same, or any other subject matter hereof. In addition, to the maximum extent permitted by applicable law, the Panameer Parties shall not be liable for any loss or damage suffered by you which arises out of or in connection with any information or materials obtained or submitted by you via or in connection with Talent Marketplace. To the maximum extent permitted by applicable law, in no event will the aggregate liability of the Panameer Parties under this agreement or in connection with its subject matter exceed five thousand U.S. Dollars ($5,000). Other Panameer firms and their respective partners, principals, and employees, licensors and third party provider of services and subcontractors (collectively, the “beneficiaries”) have no liability or obligations arising out of the agreement. You agree to bring any claim arising from the use of Talent Marketplace against Panameer and not against the beneficiaries. While Panameer is entering into the agreement on its own behalf, this section is for the benefit of the beneficiaries and is relied on by each beneficiary. Panameer accepts the benefits on their behalf.

LINKS TO OTHER WEBSITES

To the extent Talent Marketplace contains links to other websites and outside services and resources, we do not control the availability and content of those websites, services or resources, nor do we necessarily review or endorse materials available at or through such other websites. Viewing other websites or utilizing outside services and resources is done at your own risk and such websites or services may be governed by separate terms and conditions and privacy policies that you should review. Panameer shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

TERM AND TERMINATION

Either you or Panameer may terminate this Agreement, with or without cause, at any time. All terms and conditions of this Agreement that are intended by their nature to survive termination of this Agreement shall survive termination and remain in full force, including but not limited to the terms and conditions concerning any disclaimers, intellectual property rights, duties of confidentiality, limitations of liability, duties of indemnification and provisions regarding resolution of differences. Upon termination of this Agreement for any reason, you must cease all use of Talent Marketplace.

GENERAL

This Agreement will be governed by and construed in accordance with applicable U.S. federal law and the laws of the State of New York, without regard to conflict-of-laws principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the United States Federal and New York State courts located in and serving the City of New York in connection with any dispute or claim arising under this Agreement. Each party waives any right that it may have to assert that such forum is not convenient. Each party agrees not to demand a trial by jury in any action, proceeding or counterclaim arising out of or relating to Talent Marketplace. The 1980 UN Convention on Contracts for International Sale of Goods will not apply to this Agreement.

In the event of any conflict between this Agreement and any procedures or requirements set out in Talent Marketplace, the provisions of this Agreement will prevail. If any provision of this Agreement is held to be invalid, void or illegal, it will be severed from this Agreement and will not affect, impair or invalidate any other provision, and it will be replaced by a provision which comes closest to such severed provision in language and intent without being invalid, void or illegal.

Panameer may amend this Agreement at any time by providing a copy of the amended terms and conditions to you in any format, including electronically via Talent Marketplace, which you must then accept or reject. If you reject such amended terms and conditions, this Agreement shall terminate automatically. This Agreement may not be otherwise amended. You may not assign, transfer, or change any rights or obligations under this Agreement without the prior written consent of Panameer. Panameer may assign this Agreement in whole or in part without your consent.

No right under this Agreement or breach hereof may be waived except in writing signed by the parties hereto. The failure of either party to require performance of any provision of this Agreement will not be construed as a waiver of such party’s rights to insist on performance of such provision or any other provision at some other time.